Dida Inc. — Proxy Solicitation & Information Statement 2011

Feb 15, 2011

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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 EXTRAORDINARY GENERAL MEETING TO BE HELD ON WEDNESDAY, 6 APRIL 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 Wednesday, 6 April 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 Resolutions	Ordinary Resolutions	Ordinary Resolutions							For	Against	Against	Abstention	Abstention
	1.	To approve the feasibility analysis report on use of proceeds					from		the
		public issuance of A Share Convertible Bond
	2.	To approve the Report on Utilisation of Proceeds from Previous						Issuance
		of A Share Convertible Bonds
	3.	To authorise the board of directors and its authorized delegates to							take
		any further actions, do such other acts and things and execute such other
		documents which in their opinion may be necessary or desirable						to
		implement the proposed issue of the convertible bonds
	4.	To appoint Mr. Yan Zhichong as an executive director, to approve the
		terms of the service contract of Mr. Yan Zhichong and to authorise any
		director of China Shipping Development Company Limited (the
		“Company”) to make any further amendments to such service contract as
		he sees necessary or desirable	and execute the same			on behalf the
		Company
		Special Resolutions									For	Against		Abstention
	5.	To approve China Shipping Development Company Limited’s					eligibility
		to issue A Share Convertible Bonds
	6.	To approve the terms of the convertible bonds issue
		(1) Type of bond issue
		(2) Size of issue
		(3) Term
		(4) Face value and issue price
		(5) Interest rate
		(6) Interest payment
		(7) Conversion period
		(8) Determination of conversion price
		(9) Adjustment and calculation method of conversion price
		(10) Terms for downward adjustment of conversion price
		(11) Method on handling fractional shares upon conversion
		(12) Terms on Redemption
		(13) Terms on sale back
		(14) Dividend distribution post conversion
		(15) Mode of issue and subject of issue
		(16) Placement arrangements for original shareholders
		(17) Matters relating to meetings of bond holders
		(18) Use of proceeds from this bond issue
		(19) Matters relating to guarantees
		(20) Effective period of this convertible bond issue

Signature:

Date:

Notes:

• (A) The H Share register of the Company will be closed from Saturday, 5 March 2011 to Wednesday, 6 April 2011 (both days inclusive), during which no 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 H Shares 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 the Company’s Register of Members at the close of business on Friday, 4 March 2011 are entitled to attend and vote at the EGM 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 EGM, their share transfer documents (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, 4 March 2011.

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 EGM, must complete the reply slips for attending the EGM 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 EGM, i.e. no later than Thursday, 17 March 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 China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 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 a shareholder 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 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.

• (E) 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 EGM or any adjournment thereof in order for such documents to be valid.

• (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 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 legal person share shareholder 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 representative of a company 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 half an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.