Dida Inc. — AGM Information 2013

Apr 12, 2013

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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 to be held on Wednesday, 29 May 2013

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 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China at 2:00p.m. on Wednesday, 29 May 2013 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	Ordinary Resolutions				For	Against	Abstain
	1. To consider and approve the 2012		audited financial statements of the
	Company
	2. To consider and approve the 2012		Report of the Board of Directors of
	the Company
	3. To consider and approve the 2012		Report of the Supervisory Committee
	of the Company
	4. To consider and approve the Duty		Performance	Report of the
	Independent Non-executive Directors in 2012
	5. To consider and approve the 2012		Annual Report		of the Company
	6. the appointment of Mr. Han Jun as an executive director of the
	Company (“Director”) and the terms of his appointment, details						of
	which are set out in	the circular of the Company			dated 13 April		2013,
	be and is hereby approved
	7. the appointment of Mr. Chen Jihong as a supervisor of the Company
	(“Supervisor”) and the terms of his appointment,				details of which are
	set out in the circular of the Company dated 13 April 2013, be and is
	hereby approved
	8. to consider and approve the remuneration and allowances of the
	Directors, Supervisors and senior management of				the Company (“Senior
	Management”) for 2013; The total		remuneration of			the Company’s
	Directors, Supervisors and Senior Management			amounted to
	RMB5,979,000 (including tax) for		the year 2012.		The Board and the
	Remuneration and Appraisal Committee of the Company recommend the
	remuneration standards for the Senior Management					in 2013 to be: the
	annual remuneration for the general manager of the Company be
	RMB900,000 per year (including tax). It is proposed that the allowances
	for each of the four	independent non-executive		Directors to remain at
	RMB100,000 per year (including tax), i.e. the same level as those in
	2012
	9. To consider and approve the reappointment of Baker Tilly China
	Certified Public Accountants (天職國際會計師事務（特殊普通合夥）) and
	Baker Tilly Hong Kong Limited Certified Public Accountants
	(天職香港會計師事務所有限公司) as the domestic and international
	auditors of the Company for 2013,		respectively, and authorise the board
	of Directors to determine their remuneration

	Special Resolutions For Against Abstain 10. To consider and resolve not to declare a final dividend for the year 2012 11. To consider and approve the proposed amendments to Chapter 15 “Accounting regulation and profit distribution” of the articles of association of the Company

Dated Signature

Notes:

• (A) The H Share register of the Company will be closed from Monday, 29 April 2013 to Wednesday, 29 May 2013 (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 Wednesday, 29 May 2013 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 Friday, 26 April 2013. 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

• (B) 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 Thursday, 9 May 2013.

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

• (C) ATTENTION: If you wish to vote “For” the resolution, please indicate with a “�” in the appropriate space under “For”. If you wish to vote “Against” the resolution, please indicate with a “�” in the appropriate space under “Against”. If you wish to vote “Abstained” the resolution, please indicate with a “�” in the appropriate space under “Abstained”. If no direction is given, your proxy may vote at his/her discretion. Unless you direct in the proxy form, the proxy will also be entitled to vote at his/her discretion for any resolution duly put to the AGM other than those set out in the notice of the AGM. The shares abstained will be counted in the calculation of the required majority. You should give your opinion as any one of the following: “For”, “Against” or “Abstained”. Any vote which is not filled or filled wrongly or with unrecognizable writing or not cast will be deemed as having waived your voting rights, and the corresponding poll will be counted as “Abstained”, while for shareholders not present at the AGM, the relevant voting rights subject to their waiver to vote shall not be counted for the purpose of determining the voting results of the resolutions.

• (D) 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.

• (E) 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.

• (F) 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.

• (G) 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 (D) to (E) 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 (C) 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.

• (H) 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.

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