Dida Inc. — Proxy Solicitation & Information Statement 2012

May 4, 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 for holders of H Shares to be held on Wednesday, 20 June 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 No.156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, The People’s Republic of China at 9 a.m. on Wednesday, 20 June 2012 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 at his/their discretion.

									For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)	For (note J)Against (note J)
										(By way of				(By way of
									**cumulative **			voting)cumulative voting)
									(Please insert the(Please insert the
			No.	Ordinary Resolutions					_number of _			votes)number of votes)
			A.	To approve the re-election of the members of the seventh term of the board of				directors of the Company and their terms of
				appointment
			1.	To approve the re-election of Mr. Li Shaode as an executive director of the Company
				and the terms of his appointment.
			2.	To approve the re-election of Mr. Xu Lirong as an executive director of the
				Company and the terms of his appointment.
			3.	To approve the re-election of Mr. Lin Jianqing as an executive director of the
				Company and the terms of his appointment.
			4.	To approve the re-election of Mr. Wang	Daxiong as an	executive director of the
				Company and the terms of his appointment.
			5.	To approve the re-election of Mr. Zhang Guofa as an executive director of the
				Company and the terms of his appointment.
			6.	To approve the re-election of Mr. Yan Zhichong as an executive director of the
				Company and the terms of his appointment.
			7.	To approve the election of Mr. Qiu Guoxuan as an executive director of the
				Company and the terms of his appointment.
			8.	To approve the re-election of Mr. Zhu Yongguang as an independent non-executive
				director of the Company and the terms of his appointment.
			9.	To approve the re-election of Mr. Zhang Jun as an independent non-executive
				director of the Company and the terms of his appointment.
			10.	To approve the re- election of Mr. Lu Wenbin as an independent non-executive
				director of the Company and the terms of his appointment.
			11.	To approve the re-election of Mr. Wang	Wusheng as an	independent non-executive
				director of the Company and the terms of his appointment.
			No.						For (note K)Against (note K)
										(By way of				(By way of
									**cumulative **			voting)cumulative voting)
									(Please insert the(Please insert the
				Ordinary Resolutions					_number of _			votes)number of votes)
			B.	To approve the election (or re-election,	as the case may be) of the members of			the seventh term of the supervisory committee of the
				Company and their terms of appointment
			12.	To approve the election of Mr. Xu Wenrong as a supervisor of the Company and the
				terms of his appointment.
			13.	To approve the re-election of Mr. Xu Hui as a supervisor of the Company and				the
				terms of his appointment.
			14.	To approve the election of Mr. Zhang Rongbiao as a supervisor of the Company					and
				the terms of his appointment.

Dated

Signature

Notes:

(A)	The H Share register of the Company will be closed from Thursday, 24 May 2012 to Wednesday, 20 June 2012 (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 Thursday, 24 May 2012
	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 must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Wednesday, 23 May 2012.
(B)	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
(C)	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, 31 May 2012.
	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
(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 that proxy is 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, 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 share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre
	183 Queen’s Road East, Wanchai, Hong Kong, 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)	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 (C) 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.
(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 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 authorisation 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.
(J)	Attention: For the resolutions No. 1 to 11 in relation to the re-election of directors, the method of cumulative voting will be adopted for these resolutions and the calculation
	of voting results. When you fill in the blanks entitled “Cumulative Voting”, please fill them in accordance with the following instructions:
	(i)In relation to resolutions No. 1 to 11, for every share held by you, you will have the same number of voting rights which equals to the number of directors to be
	elected. For instance, if you are holding 1 million Shares and 11 directors will be elected at this general meeting, the aggregate number of votes which you will have
	will be 11 million (i.e. 1 million shares x 11 = 11 million voting shares) for resolutions No. 1 to 11.
	(ii)Please note that you may cast your votes on every candidate director provided that the total number of votes which you cast do not exceed the number of votes to
	which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on one
	candidate; or cast your votes which represent the total number of shares held by you multiplied by the total number of directors to be elected on certain candidates.
	If you cast your votes equally amongst each candidate for directors, please fill “�_” in appropriate place under the “For” or “Against”. Otherwise, please fill in the
	“For” and/or “Against” with the number of votes you intend to cast on each 11 candidate. For example, if you are holding 1 million Shares, the number of your votes
	regarding the resolutions No. 1 to 11 is 11 million. You may choose to cast every 1 million votes out of the total 11 million votes equally amongst the 11 candidates
	(For or Against) or to cast all your votes (11 million) on one candidate (For or Against); or to cast 2 million votes to candidate A director (For or Against), cast 2
	million votes to candidate B director (For or Against), cast 2 million votes to candidate C director (For or Against), cast 2 million votes to candidate D director (For
	or Against) and cast the remaining 3 million votes to candidate E director (For or Against) without casting any votes on other candidates for directors etc.
	(iii)When the total votes, represented by the shares held by you multiplied by the number of directors to be elected, are used up after voting for some of the candidates,
	you will have no votes remaining to be cast on other candidates. i.e., the total number of both of your “For” and “Against” votes cast on 11 candidates shall not exceed
	the aggregate number of votes to which you are entitled.
	(iv)Please note that when the total votes cast by you on some candidate directors exceeds the total votes to which you are entitled, all the votes cast will become invalid
	and be regarded as abstain votes; when the total votes cast by you for some candidate directors are less than the total votes to which you are entitled, the votes are
	valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million Shares, the total number of your votes which may be cast
	on the resolutions No. 1 to 11 is 11 million: (a) if you fill in the “For” (or “Against”) of “cumulative voting” under a particular candidate director with “11 million
	shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other 10 candidates for directors. In this case, should
	you fill in the blanks under the relevant resolutions of the other 10 candidate directors with any number of shares (other than 0), all your votes on resolutions No.
	1 to 11 will be invalid; or (b) if you fill in the “For” (or “Against”) of “cumulative voting” under candidate A with “6 million shares” and under candidate B for
	directors with “4 million shares”, the 10 million of votes cast by you are valid and the remaining 1 million of votes will be regarded as abstain votes.
	(v)Where the “For” votes cast for a particular candidate for directors are more than half of the total number of shares held by all shareholders attending (before
	cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the elected directors at
	the shareholders general meeting are less than directors to be elected, new rounds of voting are required to be held for election of the remaining directors until the
	number of directors to be elected are fulfilled.
	(vi)When a new round of director election is held pursuant to (v) above, the calculation of cumulation should be based on the directors to be elected during the round
	of election in question.
(K)	Attention: In respect of resolutions 12 to 14, in relation to the election (or re-election, as the case may be) of supervisors, the method of cumulative voting will be adopted
	for these resolutions and the calculation of voting results. When you fill in the blanks entitled “Cumulative Voting”, please fill them in accordance with the following
	instructions:
	(i)In relation to resolutions No. 12 to 14, for every share held by you, you will have the same number of voting rights which equals to the number of supervisors to
	be elected. For instance, if you are holding 1 million Shares and 3 supervisors will be elected at this general meeting, the aggregate number of votes which you will
	have will be 3 million (i.e. 1 million Shares x 3 = 3 million voting shares) for resolutions No. 12 to 14.
	(ii)Please note that you may cast your votes on every candidate supervisor provided that the total number of votes which you cast do not exceed the number of votes
	to which you are entitled; cast all your votes which represent the total number of shares held by you multiplied by the total number of supervisors to be elected on
	one candidate; or cast your votes which represent the total number of Shares held by you multiplied by the total number of supervisors to be elected on certain
	candidates. If you cast your votes equally amongst each candidate for supervisors, please fill “�” in appropriate place under the “For” or “Against”. Otherwise, please
	fill in the “For” and/or “Against” with the number of votes you intend to cast on each 3 candidate. For example, if you are holding 1 million Shares, the number
	of your votes regarding the resolutions No. 12 to 14 is 3 million. You may choose to cast every 1 million votes out of the total 3 million votes equally amongst the
	3 candidates (For or Against) or to cast all your votes (3 million) on one candidate (For or Against); or to cast 1.5 million votes to candidate A supervisor (For or
	Against), cast 1.5 million votes to candidate B supervisor (For or Against), without casting any votes on the other candidate for supervisor.
	(iii)When the total votes, represented by the shares held by you multiplied by the number of supervisors to be elected, are used up after voting for some of the candidates,
	you will have no votes remaining to be cast on other candidates. i.e., the total number of both of your “For” and “Against” votes cast on 3 candidates shall not exceed
	the aggregate number of votes to which you are entitled.
	(iv)Please note that when the total votes cast by you on some candidate supervisors exceeds the total votes to which you are entitled, all the votes cast will become invalid
	and be regarded as abstain votes; when the total votes cast by you for some candidate supervisors are less than the total votes to which you are entitled, the votes
	are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million Shares, the total number of your votes which may be
	cast on the resolutions No. 12 to 14 is 3 million: (a) if you fill in the “For” (or “Against”) of “cumulative voting” under a particular candidate supervisor with “3
	million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other 2 candidates for supervisors. In this case,
	should you fill in the blanks under the relevant resolutions for the other 2 candidates with any number of shares (other than 0), all your votes on resolutions No.
	12 to 14 will be invalid; or (b) if you fill in the “For” (or “Against”) of “cumulative voting” under candidate A with “1 million shares” and under candidate B for
	supervisors with “1 million shares”, the 2 million of votes cast by you are valid and the remaining 1 million of votes will be regarded as abstain votes.
	(v)Where the “For” votes cast for a particular candidate for supervisors are more than half of the total number of shares held by all shareholders attending (before
	cumulation) and where the “For” votes exceed the “Against” votes, the candidate in question will be considered to have won the votes. If the elected supervisors
	at the shareholders general meeting are less than supervisors to be elected, new rounds of voting are required to be held for election of the remaining supervisors
	until the number of supervisors to be elected are fulfilled.
	(vi)When a new round of supervisor election is held pursuant to (v) above, the calculation of cumulation should be based on the supervisors to be elected during the
	round of election in question.