Dida Inc. — AGM Information 2012

Apr 2, 2012

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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1138)

Proxy Form For the Annual General Meeting for holders of H Shares to be held on Thursday, 17 May 2012

I/We

of

am/are the shareholder(s) of China Shipping Development Company Limited (the “ Company ”), holding

H Shares.

I/We hereby appoint

of

as my/our proxy/proxies, failing which, I/we hereby appoint the chairman of the annual general meeting (“ AGM ”) as my/our

proxy/proxies (please delete where appropriate) for

H shares which I/we hold in the share capital of the Company to attend and vote at the AGM to be held at Building 3, 79 Pu Xiang Road, Qingpu District, Shanghai, The People’s Republic of China at 10:30a.m. on Thursday, 17 May 2012 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions or abstain at his/their discretion.

		Ordinary Resolutions	For	Against	Abstain
	1.	To consider and approve the 2011 audited financial statements of the
		Company
	2.	To consider and approve the 2011 Report of the Board of Directors of
		the Company
	3.	To consider and approve the 2011 Report of the Supervisory Committee
		of the Company
	4.	To consider and approve the recommended 2011 final dividend of
		RMB0.10 (before tax) per share
	5.	To consider and approve the 2011 Annual Report of the Company
	6.	To consider and approve the remuneration of the directors, supervisors
		and senior management of the Company for 2011
		The total remuneration of the Company’s directors (the “Director(s)”),
		supervisors (the “Supervisor(s)”) and senior management (the “Senior
		Management”) amounted to RMB5,383,000 (including tax) for the year
		2011. The Board and the Remuneration Committee of the Company
		recommend the remuneration standards for the senior management in 2012
		to be: the annual remuneration for the general manager of the Company be
		RMB1 million per year (including tax). It is proposed that the allowances
		foreachofthefourindependentnon-executiveDirectorsandone
		independent Supervisor to remain at RMB100,000 per year (including tax),
		i.e. the same level as those in 2011.
	7.	To consider and approve the reappointment of Baker Tilly China
		(天職國際會計師事務所有限公司) and Baker Tilly Hong Kong Limited
		(天職香港會計師事務所有限公司) as the domestic and international
		auditors of the Company for 2012, respectively, and authorise the board
		(the “Board”) of Directors to determine their remuneration

			Special Resolutions	Special Resolutions			For	Against	Abstain
	8.	To consider and approve the proposed amendments to the articles of
		association of the Company for the change of the Company’s registered
		address
	9.	To approve the issuance of corporate bonds by the Company with an
		aggregate principal amount not exceeding RMB5 billion (inclusive of
		RMB5 billion) (the “Corporate Bonds”)
	10.	To authorise the Board	or such persons authorised by the Board to
		handle all matters in connection with the issuance of Corporate Bonds
		within the scope of this resolution. The Board of Directors				of the
		Company or such persons authorised by the			Board are hereby authorised
		to, within 24 months from		the date of approval of the offering of the
		Corporate Bonds by China		Securities Regulatory Commission, determine
		matters in relation to the issuance and listing of the Corporate Bonds
		having regard to the market conditions and the needs of the Company,
		including but not limited to, the final amount of issue, term of maturity,
		offering method and interest rate (further details of which are set out in
		the Company’s circular	dated 2 April 2012),		and to take all necessary
		actions for the purpose	of	implementing the	issuance and listing of the
		Corporate Bonds.

Dated	Signature
Notes:
(A)	The H Share register of the Company will be closed from Tuesday, 17 April 2012 to Thursday, 17 May 2012 (both days inclusive), during
	which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s register
	of members at the close of business on Thursday, 17 May 2012 are entitled to attend and vote at the AGM after completing the registration
	procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the AGM, their share transfer
	documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 16 April 2012.
(B)	The H Share register of the Company will be closed from Thursday, 24 May 2012 to Tuesday, 29 May 2012 (both days inclusive), during
	which no transfer of H Shares will be effected for the purpose of ascertaining Shareholders’ entitlement to the proposed final dividend.
	Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on Tuesday,
	29 May 2012 will qualify for the final proposed dividend. In order to qualify for the proposed final dividend, the share transfer documents
	must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Wednesday, 23 May 2012. The proposed final dividend
	(the payment of which is subject to the Shareholders’ approval at the AGM) is to be payable on or about Friday, 29 June 2012 to
	Shareholders whose name appear on the register of members of the Company on Tuesday, 29 May 2012. The Shares will trade ex-dividend
	on Tuesday, 22 May 2012.
(C)	The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
	Hong Kong Registrars Limited
	Rooms 1712-1716
	17th Floor
	Hopewell Centre
	183 Queen’s Road East
	Wanchai
	Hong Kong
(D)	Holders of H Shares, who intend to attend the AGM, must complete the reply slips for attending the AGM and return them to the Office
	of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the AGM, i.e. no later than Friday,
	27 April 2012.
	Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
	7th Floor, 670 Dong Da Ming Road, Shanghai,
	The People’s Republic of China
	Postal Code: 200080
	Tel: 86(21) 6596 6666
	Fax: 86(21) 6596 6160
(E)	Each holder of H Shares who has the right to attend and vote at the AGM is entitled to appoint in writing one or more proxies, whether
	that proxy is a shareholder or not, to attend and vote on his behalf at the AGM.
(F)	The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that
	instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of
	authorisation, must be notarially certified.
(G)	For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority
	on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s
	H share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, not less
	than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.
(H)	Each holder of A Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf
	at the AGM. Notes (E) to (F) also apply to holders of A Shares, except that the proxy form or other documents of authority must be
	delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (D) above, not less than 24 hours
	before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

• (I) If a proxy attends the AGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the AGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the AGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

(J) The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.