Dida Inc. — Proxy Solicitation & Information Statement 2012

Nov 2, 2012

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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 TUESDAY, 18 DECEMBER 2012

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 Eiffelton Hotel, 1888 Puming Road, Pudong District, Shanghai, The People’s Republic of China at 1:30 p.m. on Tuesday, 18 December 2012 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 Resolution		For	Against	Abstention
	1.	To approve, ratify and confirm the new financial services
		frameworkagreementdated15October2012(the“New
		FinancialServicesFrameworkAgreement”)enteredinto
		between the Company and China Shipping Finance CompanyLimited (中國海運財務有限責任公司) and the proposed annual
		capsforthetransactionscontemplatedthereunder;andto
		authorise the directors of the Company (“Directors”) to exercise
		all powers which they consider necessary and do such other acts
		and things and execute such other documents which in their
		opinionmaybenecessaryordesirabletoimplementthe
		transactions contemplated under the New Financial Services
		Framework Agreement
	2.	To approve, ratify and confirm the new services agreement dated
		15 October 2012 (the “New Services Agreement”) entered into
		betweentheCompanyand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. Ding Nong as an executive
		director of the Company and the terms of the service contract of
		Mr. Ding Nong, details of which are set out in the notice of the
		extraordinary general meeting 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

Signature

Dated

Notes:

• (A) The H share register of the Company will be closed from Saturday, 17 November 2012 to Tuesday, 18 December 2012 (both days inclusive), during which no transfer of H shares will be affected. 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, 16 November 2012, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company’s H share registrar not later than 4:30 p.m. on Friday, 16 November 2012.

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 and return the reply slip 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 Wednesday, 28 November 2012.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

7/F, 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 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 “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 EGM, 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 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.

• (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 EGM 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 EGM. 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 EGM in order for such documents to be valid.

• (H) 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.

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