Dida Inc. — AGM Information 2014

Apr 17, 2014

==> picture [65 x 48] intentionally omitted <==

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 Friday, 6 June 2014

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 Dingxing Road, Pudong New Area, Shanghai, the People’s Republic of China at 2:00 p.m. on Friday, 6 June 2014 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.

	No.	Ordinary Resolutions			For	Against	Abstain
	1.	to consider and approve the 2013 audited financial statements of
		the Company
	2.	to consider and approve the 2013 Report of the		Board of
		Directors of the Company
	3.	to consider and approve the 2013 Report of the	Supervisory
		Committee of the Company
	4.	to consider and approve the Duty Performance Report of the
		Independent Non-executive Directors in 2013
	5.	to consider and approve the 2013 Annual Report of the Company
	6.	the appointment of Mr. Liu Xihan as an executive director of the
		Company (“Director”) and the terms of his appointment, details
		of which are set out in the announcement of the Company dated
		15 April 2014
	7.	the appointment of Mr. Yu Zenggang as an executive	Director and
		the terms of his appointment, details of which are set out in the
		announcement of the Company dated 15 April 2014
	8.	the appointment of Mr. Ip Sing Chi as an	independent
		non-executive Director and the terms of his	appointment
		(including his remuneration), details of which are set out in the
		announcement of the Company dated 15 April 2014
	9.	to consider and approve the remuneration and allowances of the
		Directors and Supervisors of the Company for 2014, details of
		which are set out in the notice of the AGM dated 17		April 2014
	10A.	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）) (“Baker Tilly China”) as the domestic auditor of the
		Company for the financial year ending 31 December 2014 and
		authorise the board of Directors (“Board”) to determine its
		remuneration
	10B.	to consider and approve the reappointment of Baker Tilly Hong Kong Limited Certified Public Accountants (天職香港會計師事 務所有限公司) as the international auditor of the Company for
		the financial year ending 31 December 2014 and authorise the
		Board to determine its remuneration
	10C.	to consider and approve the reappointment of Baker Tilly China
		as the internal control auditor of the Company for	the financial
		year ending 31 December 2014 and authorise the Board to
		determine its remuneration
	11.	to consider and resolve not to declare a final dividend for the year
		2013

Signature

Dated

Notes:

• (A) The H Share register of the Company will be closed from Tuesday, 6 May 2014 to Friday, 6 June 2014 (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 Friday, 6 June 2014 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, 5 May 2014.

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 Friday, 16 May 2014.

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 abstain from voting any resolution, please indicate with a “�” in the appropriate space under “Abstain”. 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 Meeting other than those set out in the notice of the Meeting.

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 “Abstain”. 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 “Abstain”，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 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, to be valid, 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 Shares share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the AGM 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 (B) above, not less than 24 hours before the time for holding the AGM 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 legal person share shareholder 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 representative of a company other than its legal representative to attend the AGM, such representative should produce his identity card and an authorization 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.