Dida Inc. — Board/Management Information 2012

Dec 18, 2012

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

VOTING RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND APPOINTMENT OF EXECUTIVE DIRECTOR

The Board is pleased to announce the voting results of the extraordinary general meeting which was held on 18 December 2012.

The Board is also pleased to announce that the appointment of Mr. Ding Nong as an executive Director has been approved by the Shareholders at the EGM.

The board (the “ Board ”) of directors (the “ Directors ”) of China Shipping Development Company Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) is pleased to announce the voting results of the extraordinary general meeting (“ EGM ”) of the Company which was held on Tuesday, 18 December 2012 at Eiffelton Hotel, 1888 Puming Road, Pudong District, Shanghai, The People’s Republic of China:

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										Number of
										Shares
										Carrying
										Voting
										Rights
										Represented
										by the
						**Number **		**of Votes **	(%)	Shareholders Attending
			**Ordinary **	Resolutions		For	Against		Abstain	the EGM
	1.	To approve, ratify and confirm the new 279,553,213					187,419,533		4,005	466,976,751
		financial services framework agreement (59.8645%)					(40.1347%)		(0.0009%)	(100.0000%)
		dated 15 October 2012 (the “New
		Financial Services Framework
		Agreement”) entered			into between the
		Company and China Shipping Finance
		Company Limited (中國海運財務有限
		責任公司) and the proposed annual
		caps for the transactions contemplated
		thereunder; and to authorise the
		Directors to exercise all powers which
		they consider necessary and do such
		other acts and things			and execute such
		other documents		which in their opinion
		may be necessary or desirable to
		implement the transactions
		contemplated under the New Financial
		Services Framework Agreement
	2.	To approve, ratify and confirm the new 463,408,467					3,567,974		310	466,976,751
		services agreement dated 15 October				(99.2359%)	(0.7641%)		(0.0001%)	(100.0000%)
		2012 (the “New Services Agreement”)
		entered into between the Company and
		中國海運(集團)總公司) (China
		Shipping (Group) Company) and the
		proposed annual		caps	for the
		transactions contemplated thereunder;
		and to authorise		the Directors to
		exercise all powers which they
		consider necessary and do such other
		acts and things and execute such other
		documents which in their opinion may
		be necessary or desirable to implement
		the transactions contemplated under the
		New Services Agreement
	3.	To approve the appointment of Mr.				2,021,556,701	23,919,840		210	2,045,476,751
		Ding Nong as an executive director of (98.8306%)					(1.1694%)		(0.0000%)	(100.0000%)
		the Company and to authorise any
		Director to make any			further
		amendments to such service contract				as
		he sees fit or desirable and execute the
		same on behalf the Company

As more than 50% of the votes were cast in favor of the above ordinary resolutions, the resolutions were duly passed as ordinary resolutions at the EGM.

For details of the above resolutions, please refer to the notice of the EGM dated 2 November 2012 and the circular dated 23 November 2012 (“ Circular ”) issued by the Company.

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APPOINTMENT OF EXECUTIVE DIRECTOR

The Board further announces that the appointment of Mr. Ding Nong (丁農) (“ Mr. Ding ”) as an executive director of the Company has been approved by the Shareholders at the EGM. Mr. Ding’s appointment took effect immediately after Shareholders’ approval at the EGM. Mr. Ding’s particulars which are required to be disclosed by the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) are set out below.

Mr. Ding Nong (丁農))

Mr. Ding Nong, born in May 1961 and aged 51, has a master degree and is now the deputy general manager of China Shipping (Group) Company and a non-executive director of China Shipping Container Lines Company Limited (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Stock Exchange (stock code 2866)). Mr. Ding obtained his bachelor degree from Shanghai Maritime University with a professional qualification in marine engineering in 1982 and obtained his master degree from Shanghai Maritime University with a professional qualification in transportation planning and administration in 2003. Mr. Ding started his career in 1982 and was a ship chief engineer of Guangzhou Bureau of Maritime Transportation Administration (“ BOMTA ”), the deputy general manager of the technical department of Taihua Oil Shipping Company of Guangzhou BOMTA, the assistant to the general manager and the deputy general manager of Guangzhou Shipping (Group) Company, the deputy general manager of the Bulk Carrier Branch of the Company, the general manager of China Shipping and Sinopec Suppliers Co., Ltd., the assistant to the president of China Shipping (Group) Company and the general manager of China Shipping International Ship Management Co., Ltd.

Mr. Ding has entered into a service contract with the Company for his appointment as an executive director for a term from the date of obtaining the Shareholders’ approval on his appointment up to 19 June 2015 or the date of the Company’s annual general meeting in 2015 (whichever the earlier). Pursuant to such service contract, Mr. Ding will not receive any remuneration from the Group. Such service contract shall be terminated by either party giving at least three months’ prior notice in writing.

As at the date of this announcement and save as disclosed above, Mr. Ding does not hold any other position with the Company or other members of the Group. Save as disclosed above, Mr. Ding does not and has not, in the past three years, held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. Save as disclosed above, Mr. Ding does not have any relationship with any director, member of senior management or

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substantial or controlling shareholder of the Company. As at the date of this announcement, Mr. Ding does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

As at the date of this announcement and save as disclosed above, there is no other information relating to Mr. Ding’s appointment as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There is also no other matter which needs to be brought to the attention of the Shareholders in respect of Mr. Ding’s appointment as an executive Director.

Notes:

• (1) As stated in the Circular, representatives of China Shipping (Group) Company, the controlling shareholder of the Company which holds 1,578,500,000 shares of the Company as at the date of this announcement, as well as its associates, have attended the EGM and abstained from voting on the first and second resolutions of the EGM.

• (2) The total number of shares entitling the holder to attend and vote on the first and second resolutions of the EGM is 1,826,052,613, the total number of H Shares entitling the holder to attend and vote on the first and second resolutions at the EGM is 1,296,000,000, and the total number of A Shares entitling the holder to attend and vote on the first and second resolutions at the EGM is 530,052,613.

The total number of shares entitling the holder to attend and vote on the third resolution at the EGM is 3,404,552,613, the total number of H Shares entitling the holder to attend and vote on the third resolution at the EGM is 1,296,000,000, and the total number of A Shares entitling the holder to attend and vote on the third resolution at the EGM is 2,108,552,613.

• (3) Hong Kong Registrars Limited, the H Share Registrar and Transfer Office of the Company, acted as the scrutineer who, based on the H share poll voting forms collected by the Company, performed calculation on the H share poll voting results.

• (4) No parties had stated their intention in the Circular to vote against any resolutions and therefore none have done so at the EGM.

By order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary

Shanghai, the PRC 18 December 2012

• As at the date of this announcement, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Mr. Ding Nong, Mr. Yan Zhichong and Mr. Qiu Guo Xuan as executive directors, and Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive directors.

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