Jinhui Shipping and Transportation : Notice of annual general meeting 2022 and proxy form

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Jinhui Shipping and Transportation Limited (the “Company”) might be held at 26/F, Yardley Commercial Building, 1-6 Connaught Road West, Sheung Wan, Hong Kong SAR, the People’s Republic of China on Friday, 20 May 2022 at 9:30 a.m. for the next functions:

Proposed Agenda

• 1. To obtain and take into account the Financial Statements, the Directors’ Report and the Independent Auditor’s Report for

• the yr ended 31 December 2021.

• 2. To approve the advice of the Board of Directors of a remaining dividend of US$0.07 per share for the yr ended 31 December 2021 and payable on or about 14 June 2022.

• 3. To re-elect retiring director of the Company, Ms. Ho Suk Lin Cathy, as a director.

• 4. (a) To authorize the board of administrators of the Company to repair the administrators’ remuneration.

  (b) To take into account the rule for the remuneration of govt personnel of the Company.

• 5. To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and authorize the board of administrators of the Company to repair the auditor’s remuneration.

• 6. To take into account and, if thought match, cross with or with out amendments, the next resolutions as Special Resolutions:

  SPECIAL RESOLUTIONS

  • (a) that any decision handed previous to the date of this Resolution granting a general mandate to the administrators of the Company to train all of the powers of the Company to difficulty, allot and dispose of shares of the Company in accordance with the phrases of such earlier decision be and is hereby revoked; and

  • (b) {that a} general mandate be and is hereby typically and unconditionally granted to the administrators of the Company, which mandate shall be legitimate till the sooner of (i) the date of the following annual general meeting; or (ii) in any other case revoked or decided by members at a general meeting of the Company, to train all of the powers of the Company to difficulty, allot and dispose of shares of the Company not exceeding the combination of thirty per cent. (30%) of the issued share capital of the Company on the date of this Resolution and such allotment, difficulty and disposal of shares of the Company shall not be topic to any preferential rights of members of the Company as supplied by bye-law 4.3 of the bye-laws of the Company.

• 7. To transact such different enterprise as could correctly be transacted at an Annual General Meeting.

By Order of the Board

Ho Suk Lin Cathy Company Secretary

14 April 2022

Number of shares and votes within the Company

The Company has issued 109,258,943 atypical shares of US$0.05 every with equal to a complete of 109,258,943 votes as at date of this discover. As of the file date for the Meeting, the Company doesn’t maintain any of its atypical shares as treasury shares.

Instructions to all shareholders

• 1. A member of the Company entitled to attend and vote on the above Meeting could appoint a proxy to attend and vote as an alternative of him. A proxy needn’t be a member of the Company however should attend the above Meeting in individual to symbolize the member.

• 2. In order to be legitimate, a form of proxy along with the ability of legal professional or different authority (if any) underneath which it’s signed, or a licensed copy thereof, should be deposited at Nordea Bank Abp, Filial i Norge (“Nordea Bank”) Nordea Issuer Services at Essendrops gate 7, 0368 Oslo or Postboks 1166 Sentrum, 0107 Oslo, Norway, not lower than 48 hours earlier than the time appointed for holding the Meeting. Completion and return of a form of proxy won’t preclude you from attending and voting in individual if you’re subsequently in a position to be current.

• 3. An individual or entity registered within the Norwegian Central Securities Depository, Euronext Securities Oslo (the “Norwegian CSD”) registered as proprietor of shares of the Company is entitled to request Nordea Bank to nominate him/her/it as proxy to attend and vote on the above Meeting. Nordea Bank shall not attend or vote on the Meeting aside from via proxies appointed within the method aforesaid.

• 4. The Board of Directors has mounted the shut of enterprise on 8 April 2022, because the file date for the dedication of the members entitled to attend and vote on the Annual General Meeting or any adjournment thereof.

• 5. An appendix concerning the rule for the remuneration of govt personnel might be despatched to members along with this discover.

• 6. The 2021 Annual Report, together with the Company’s annual monetary statements for the yr ended 31 December 2021, administrators’ report and unbiased auditor’s report thereon, has been posted for members of the Company to entry on the Company’s web site atwww.jinhuiship.comunderneath “Investor Relations” and the Oslo Stock Exchange (Oslo Børs) athttps://newsweb.oslobors.no.

  Any member of the Company who desires to obtain a printed model of the 2021 Annual Report by mail, please request a replica by e mail to[email protected], stating their identify and postal handle as registered within the Company’s register of members or the Norwegian CSD. Upon receiving the request, the Company will promptly ship the printed model to the registered member by mail free of cost to the postal handle as registered within the Company’s register of members or the Norwegian CSD.

Note:This discover and different related paperwork can be found on the web sites of the Oslo Stock Exchange (Oslo Børs) athttps://newsweb.oslobors.noand the Company at www.jinhuiship.com.

Appendix

Guideline for the remuneration of govt personnel

The guideline for the remuneration of govt personnel, which is taken into account an advisory guideline (non-binding) is as follows:

• (a) Fixed remuneration element

  For mounted components which embody non-performance-based mounted base wage and allowances, and contributions to retirement advantages schemes, these are assessed and decided by the complexity and duty of the place, with a view to draw, retain and inspire excessive performing people and according to the prevailing market circumstances and native market apply. No particular person ought to decide his or her personal mounted remuneration. Fixed remuneration to particular person govt administrators and govt personnel are reviewed yearly by the Remuneration Committee and topic to the Board’s approval.

• (b) Variable remuneration element

  For variable components which embody performance-based discretionary bonus, these are assessed and decided by the general efficiency of the person and contribution to the enterprise technique and aims, in addition to shareholders’ values of the Company. No particular person ought to decide his or her personal variable remuneration. Variable remuneration to particular person govt administrators and govt personnel are reviewed yearly by the Remuneration Committee and topic to the Board’s approval.

Since the dry bulk transport business is extremely unstable and closely influenced by exterior forces, it’s inappropriate to hyperlink the performance-based variable remuneration solely to any monetary measurable targets over a specific interval or set an absolute restrict to every remuneration element as it might generate meaningless outcomes. The Board seeks to make sure applicable steadiness amongst all efficiency components in dedication of variable remuneration element to govt personnel.

Currently, the Company has not adopted any share choice scheme and no equity-based compensation association is granted to any administrators and govt personnel. For any particular equity-based compensation association that might be granted to eligible govt personnel in future, these compensation preparations might be decided by the person’s contribution to the promotion of and enhancement of the long run worth of the Company. This equity-based remuneration might be thought-about by the Board and be included as a separate binding decision at a general meeting topic to the shareholders’ approval.

Note:The guideline for the remuneration of the manager personnel can be included within the Company’s 2021 annual report.

Oslo 14 April 2022

To:The Beneficial Owners of the Shares of Jinhui Shipping and Transportation Limited Registered within the Euronext Securities Oslo

We confer with the Agreement (the “Registration Agreement”) dated 30 September 1994 between Jinhui Shipping and Transportation Limited (the “Company”) and Nordea Bank Abp, Filial i Norge (“Nordea Bank”). In order to adjust to the necessities of the Registration Agreement and Bermuda regulation, all of the shares of the Company registered within the Verdipapirsentralen (“VPS”) (now often known as Euronext Securities Oslo) are registered on the register of shareholders of the Company in Bermuda within the identify of Nordea Bank. Nordea Bank has agreed that every time it receives a discover {that a} shareholders’ meeting of the Company is named, it shall despatch to every helpful proprietor of shares of the Company whose curiosity in such shares is registered within the VPS, a replica of the discover. Furthermore, Nordea Bank has agreed to not attend or vote at any such meeting aside from in accordance with proxies from shareholders registered in VPS.

Accordingly, we’re forwarding to you as a helpful proprietor of shares of the Company whose curiosity in such shares is registered within the VPS, a Notice of the Annual General Meeting of the Shareholders of the Company to be held at 26/F, Yardley Commercial Building, 1-6 Connaught Road West, Sheung Wan, Hong Kong SAR, the People’s Republic of China on 20 May 2022 at 9:30 a.m. for the needs set out in such Notice.

If you want to attend the meeting and vote in individual or have somebody appointed as proxy to attend the meeting and vote shares beneficially owned by you, please full Section A of the enclosed form.

Your shares can’t be voted except you register Section B and return the enclosed form.

If you will have any questions concerning the above or tips on how to train your rights as helpful proprietor of shares of the Company, please contact Rene Herskedal at phone 4724013462.

Yours sincerely, for Nordea Bank Abp, Filial i Norge

Rene Herskedal as per restricted authority

Nordea Issuer Services	Telephone: 4724013462	SWIFT:	NDEANOKK
Postal handle: Postboks 1166 Sentrum, 0107 Oslo, Norway	Facsimile: 4722369703	Company No.:	983 258 344
Office: Essendrops gate 7, 0368 Oslo	E-mail:[email protected]

A

To:The Beneficial Owners of the Shares of

Jinhui Shipping and Transportation Limited (the “Company”) Registered within the Euronext Securities Oslo

We hereby appoint the undersigned helpful proprietor, in respect of the quantity of shares registered within the identify of the undersigned within the Verdipapirsentralen (“VPS”) (now often known as Euronext Securities Oslo) of shares of the Company, as proxy of Nordea Bank Abp, Filial i Norge (“Nordea Bank”) with full energy of substitution, to attend, vote and in any other case act for and on behalf of Nordea Bank in respect of all issues that will come earlier than the Annual General Meeting of the Company to be held at 26/F, Yardley Commercial Building, 1-6 Connaught Road West, Sheung Wan, Hong Kong SAR, the People’s Republic of China on 20 May 2022 at 9:30 a.m. and at any adjournment or adjournments thereof, supplied that, except Nordea Bank receives duly executed directions on Section B of this form to vote any such shares, this proxy shall be deemed to have been revoked.

Date ………………………………………

……………………………………………………….. Attested registrars division signatures

The undersigned helpful proprietor of shares of the Company

•  will attend personally on the Annual General Meeting of the Company on 20 May 2022 pursuant to the above proxy, or

•  pursuant to the ability of substitution contained within the above proxy, hereby appoints the Chairman of the Annual General Meeting of the Company, or …………………………………………………. ……………………………………………………………………………………………………………….. to be the proxy of Nordea Bank in respect of the quantity of shares registered within the identify of the undersigned within the VPS.

Resolutions	For	Against
1.	To obtain and take into account the Financial Statements, the Directors’ Report and the Independent Auditor’s Report for the yr ended 31 December.
2.	To approve a remaining dividend.
3.	To re-elect Ms. Ho Suk Lin Cathy as a director.
4.	(a) To authorize the board of administrators of the Company to repair the administrators’ remunerations.
(b) To take into account the rule for the remuneration of govt personnel of the Company.
5.	To re-appoint Grant Thornton Hong Kong Limited as auditor of the Company and authorize the board of administrators of the Company to repair the auditor’s remuneration.
6.	To grant a general mandate to the administrators of the Company to allot shares of the Company.
7.	To transact such different enterprise as could correctly be transacted at an Annual General Meeting.

Nordea Issuer Services	Telephone: 4724013462	SWIFT:	NDEANOKK
Postal handle: Postboks 1166 Sentrum, 0107 Oslo, Norway	Facsimile: 4722369703	Company No.:	983 258 344
Office: Essendrops gate 7, 0368 Oslo	E-mail:[email protected]

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