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Dida Inc. Proxy Solicitation & Information Statement 2010

Dec 9, 2010

50671_rns_2010-12-09_d92695e9-e39e-4fc7-85bb-b15fe2f201a3.pdf

Proxy Solicitation & Information Statement

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==> 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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON TUESDAY, 25 JANUARY 2011

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 Extraordinary General meeting (“ EGM ”) 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 EGM to be held at 700 Dong Da Ming Road, Shanghai, The People’s Republic of China at 2:00 p.m. on Tuesday, 25 January 2011 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolution(s) according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolution(s) or abstain at his/their discretion.

Ordinary ResolutionForAgainstAbstainThe appointment of Baker Tilly Hong Kong Limited (天職香港會計師事務所有限公司) as the Company’s international auditors for 2010 and be and are herebyapproved, confirmed and ratified and the board of directors of the Company beand are hereby authorised to fix their remuneration.Date:Signature:Notes:(A)The H Share register of the Company will be closed from Saturday, 25 December 2010 to Tuesday, 25 January 2011 (both days inclusive), during whichno transfer of H Shares will be effected. The purpose of such closure of register is to enable the Company to determine the identity of the holders of HShares of the Company who are entitled to attend and vote at the upcoming EGM. Any holders of H Shares of the Company, whose names appear on theCompany’s register of members at the close of business on Friday, 24 December 2010 are entitled to attend and vote at the EGM after completing theregistration procedures for attending the EGM. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transferdocuments, accompanied by the relevant share certificates, must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 24December 2010.The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:Hong Kong Registrars LimitedRooms 1712-171617th FloorHopewell Centre183 Queen’s Road EastWanchaiHong Kong(B)Holders of H Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretaryto the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Wednesday, 5 January 2011.Details of the Office of the Secretary to the Board of Directors of the Company are as follows:Room 1601, 700 Dong Da Ming Road, Shanghai,The People’s Republic of ChinaPostal Code: 200080Tel: 86(21) 6596 6666Fax: 86(21) 6596 6160(C)Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is ashareholder or not, to attend and vote on his behalf at the EGM.(D)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 signedby an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.(E)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 theappointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong KongRegistrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed forholding the EGM (or any adjournment thereof) in order for such documents to be valid.
The appointment of Baker Tilly Hong Kong Limited (天職香港會計師事務所有限公司) as the Company’s international auditors for 2010 and be and are herebyapproved, confirmed and ratified and the board of directors of the Company beand are hereby authorised to fix their remuneration.
Date:Notes:(A)(B)(C)(D)(E)

(F) 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 EGM. Notes (C) to (D) 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 appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

(G) If a proxy attends the EGM 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 EGM, 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 EGM, 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.

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