Dida Inc. — Proxy Solicitation & Information Statement 2014

Feb 11, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult appropriate independent advisers.

If you have sold all your shares in China Shipping Development Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

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

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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)

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROVISION OF GUARANTEE TO A SUBSIDIARY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 4 to 9 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at 2:00 p.m. on Monday, 31 March 2014 at 3rd Floor, Parkview Hotel, 555 Dingxing Road, Pudong New Area, Shanghai, the People’s Republic of China is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17 M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.

11 February 2014

CONTENT

Pages	Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

— i —

DEFINITIONS

“Articles”	Articles of Association of the Company
“Board”	the board of Directors
“Company”	China Shipping Development Company Limited (中海發展股
	份有限公司), a joint stock limited company established	in	the
	PRC, the H shares of which are listed on the Stock Exchange,
	and the A Shares of which are listed on the Shanghai	Stock
	Exchange
“CSD HK”	China Shipping Development (Hong Kong) Marine Co.,
	Limited 中海發展(香港)航運有限公司, a direct wholly-owned
	subsidiary of the Company
“Directors”	directors of the Company
“EGM”	the upcoming extraordinary general meeting of the Company
“Group”	the Company and its subsidiaries
“Guarantee”	the guarantee of not more than US$500,000,000	to	be
	provided by the Company within one year from the date	of	the
	shareholders’ approval at EGM to CSD HK in respect	of	its
	repayment obligations for offshore bank loans
“Guarantee Letter(s)”	the individual guarantee letter(s) to be issued by the Company
	to support CSD HK obtaining offshore bank loans
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	10 February 2014, being the latest practicable date prior	to	the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the	Stock
	Exchange
“Mr. Ruan”	Mr. Ruan Yongping (阮永平)
“PRC”	The People’s Republic of China
“Shareholder(s)”	holders of share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

— 1 —

DEFINITIONS

“subsidiary”	has the meaning ascribed thereto under the Listing Rules
“US$”	United States dollar, the lawful currency of the United States
	of America

Note: Unless otherwise specified and for illustration purpose only, the conversion of US$ into HK$ is based on the exchange rate US$1.00 = HK$7.76. Such conversion should not be construed as a representation that the currency could actually be converted to HK$ at that rate or at all.

— 2 —

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 February 2014 Last date for returning the reply slips for the EGM . . . . . . . . . . . . . . . . . Tuesday, 11 March 2014 Latest time for lodging proxy forms for the EGM . . . . . . . . . . . 2:00 p.m., Sunday, 30 March 2014 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m., Monday, 31 March 2014

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LETTER FROM THE BOARD

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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)

Executive Directors: Xu Lirong (Chairman) Zhang Guofa Wang Daxiong Su Min Huang Xiaowen Ding Nong Han Jun Qiu Guoxuan

Registered Office: Room A-1015, No. 188 Ye Sheng Road China (Shanghai) Pilot Free Trade Zone Principal place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong

Independent Non-Executive Directors:

Zhang Jun Lu Wenbin Wang Wusheng Lin Junlai

11 February 2014

To the Shareholders

Dear Sir/Madam,

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND PROVISION OF GUARANTEE TO A SUBSIDIARY AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcements dated 29 January 2014 in respect of the appointment of an independent non-executive Director, proposed amendments to the Articles and the Company providing the Guarantee to CSD HK.

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LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with further information on the proposed independent non-executive Director, terms of the Guarantee and the proposed amendments to the Articles, and to seek the approval of the Shareholders in the upcoming EGM with respect to, among other things, these proposals.

I. APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

Reference is made to the Company’s announcement dated 29 January 2014 whereby the Board resolved to appoint Mr. Ruan Yongping (阮永平) as an independent non-executive Director subject to the Shareholders’ approval at the EGM. Mr. Ruan’s appointment will take effect immediately after the Shareholders’ approval at the EGM.

Mr. Ruan was born in September 1973, 40 years old and is a doctor of philosophy, a professor of accounting and a doctoral tutor. He is currently the head of the Faculty of Accounting at East China University of Science and Technology, a member of The Chinese Institute of Certified Public Accountants, and a director of the Chinese Institute of Finance and Cost Research. From 1995 to 1998, Mr. Ruan studied in Jinan University, majoring in finance, and obtained a master degree in economics. Mr. Ruan worked in the securities headquarters of Guangdong Overseas Chinese Trust and Investment Company (廣東華僑信託投資公司) from 1998 to 2001 as a member of its management in the securities issue, research and development and sales departments, and was also the responsible person of its branch. Mr. Ruan studied in the School of Management, Shanghai Jiao Tong University from 2001 to 2005 majoring in corporate management (specialized in corporate finance), and graduated with the doctorate degree in management. Since 2005 up to the present, Mr. Ruan has been engaged in teaching and scientific research in the Faculty of Accounting of Business School at East China University of Science and Technology, and worked as the head of the Faculty of Accounting, a professor and the financial accreditation expert of the National Innovation Fund (國家創新基金). Mr. Ruan is currently an independent director of each of Shanghai CIMIC Holdings Co., Ltd., Guangzhou Zhiguang Electric Co., Ltd. and C&S Paper Co., Ltd. (all being companies listed on the Shenzhen Stock Exchange with stock codes 002162, 002169 and 002511 respectively).

It is proposed that subject to the Shareholders’ approval at the EGM, Mr. Ruan will enter into a service contract with the Company for his appointment as an independent non-executive Director for a term from the date of the EGM up to 19 June 2015 (or the date of the Company’s annual general meeting in 2015, whichever is earlier). Pursuant to such proposed service contract, Mr. Ruan will be entitled to a director’s fee of RMB100,000 per year and will not be entitled to any other remunerations or bonuses as a Director. Such service contract may be terminated by either party giving at least three months’ prior notice in writing.

As at the Latest Practicable Date, save as disclosed above, Mr. Ruan does not hold any other position with the Company or other members of the Group. As at the Latest Practicable Date, save as disclosed above, Mr. Ruan 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 herein, Mr. Ruan does not have any relationship with any director, member of senior management or substantial or controlling shareholder of the Company. Mr. Ruan 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).

— 5 —

LETTER FROM THE BOARD

Save as disclosed above, there is no other information relating to Mr. Ruan’s appointment which is required 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. Ruan’s appointment as an independent non-executive Director.

II. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In light of the change in the registered address of the Company in the PRC, it is proposed that certain amendments be made to the Articles to reflect such change. The proposed amendments to the Articles are subject to the approval of the Shareholders of the Company by way of a special resolution at the EGM.

It is proposed that the Articles be amended as follows:

The existing Article 4 of the Articles being:

“Address: Room A-1015, No. 188 Ye Sheng Road, Yangshan Free Trade Port Area, Shanghai

Postcode: 201306 Tel: 021-65966666 Fax: 021-65966160 Telex: 33103 SMTCOCN”

be deleted and replaced as follows:

“Address: Room A-1015, No. 188 Ye Sheng Road, China (Shanghai) Pilot Free Trade Zone

Postcode: 201306 Tel: 021-65966666 Fax: 021-65966160 Telex: 33103 SMTCOCN”.

III. PROVISION OF GUARANTEE TO A SUBSIDIARY

The Board will issue Guarantee Letter(s) for the benefit of CSD HK, a direct wholly-owned subsidiary of the Company, to guarantee its repayment obligations for offshore bank loans. The aggregate financial commitment of the Company under the Guarantee is expected to be not more than US$500,000,000 (equivalent to approximately HK$3.88 billion) and such Guarantee is subject to the approval by the Shareholders at the EGM.

— 6 —

LETTER FROM THE BOARD

1. Summary of the guarantee

Pursuant to the resolution passed at the second meeting of the Board in 2014, the Board resolved that the Company shall provide a guarantee for the benefit of CSD HK in the aggregate amount of not more than US$500,000,000 (equivalent to approximately HK$3.88 billion).

This Guarantee shall be subject to the approval by the Shareholders at the EGM and shall be valid for one year from the date of the Shareholders’ approval. Individual Guarantee Letter(s) will be issued by the Company in respect of each loan and their respective issuance will be subject to further Board approvals.

2. Information on CSD HK

CSD HK is a direct wholly-owned subsidiary of the Company.

The principal business of CSD HK is international oil and bulk cargo transportation and the management of the Company’s assets in Hong Kong.

3. Reasons for the guarantee

In view of the Group’s increasing demand for offshore funding, the Board is of the view that the Guarantee will allow the Group to secure more offshore funding and maintain relatively lower financing costs. Having considered CSD HK’s access to funds outside the PRC, and that the Company’s provision of the Guarantee will have no material adverse impact on the Company’s financial position as a whole, the Directors are of the view that the terms of the Guarantee are fair and reasonable and are in the interests of the Company and its shareholders as a whole. As such, the Board agreed that the Company provides the Guarantee for the benefit of CSD HK.

4. The accumulated amount of external guarantees

As at the Latest Practicable Date, the accumulated amount of external guarantees provided by the Group was approximately US$8,200,000 (equivalent to approximately HK$63,632,000). Such accumulated guarantees represent approximately 0.2% of the Company’s consolidated net assets as at 31 December 2012 (being the latest published audited financial statements of the Company). As at the Latest Practicable Date, the Company does not have any outstanding guarantee to support its subsidiaries obtaining bank loans.

As at the Latest Practicable Date, as CSD HK has aggregate liabilities representing more than 70% of its total assets, and the total amount of guarantee to be provided by the Company constitutes 10% or more of the Company’s consolidated net assets as at 31 December 2012 (being the latest published audited financial statements of the Company), the Company is required by the applicable PRC rules and regulations to seek the approval of its Shareholders at the general meeting of the Company.

— 7 —

LETTER FROM THE BOARD

IV. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company will be closed from Friday, 28 February 2014 to Monday, 31 March 2014 (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 Friday, 28 February 2014 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 Thursday, 27 February 2014.

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

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 Tuesday, 11 March 2014. 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

V. EGM

The EGM will be held at 2:00 p.m. on Monday, 31 March 2014 at 3rd Floor, Parkview Hotel, 555 Dingxing Road, Pudong New Area, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages N-1 to N-3 of this circular.

A proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy form (for use at the EGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H share registrar and transfer office, Hong Kong Registrars Limited, 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

A reply slip in relation to attendance of the EGM is enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Tuesday, 11 March 2014.

VI. RECOMMENDATION

The Directors consider that the resolutions to approve the (i) the appointment of Mr. Ruan as an independent non-executive Director, (ii) the proposed amendments of the Articles and (iii) the Company’s provision of a guarantee to CSD HK, are in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to approve all proposed resolutions at the EGM.

Yours faithfully, China Shipping Development Company Limited Xu Lirong Chairman

— 9 —

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) will be held at 2:00 p.m. on Monday, 31 March 2014 at 3rd Floor, Parkview Hotel, 555 Dingxing Road, Pudong New Area, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions:

Ordinary Resolutions

1. to approve the appointment of Mr. Ruan Yongping as an independent non-executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 11 February 2014;

2. to approve and confirm the guarantee (“ Guarantee ”) to be provided by the Company for the benefit of CSD HK, a direct wholly-owned subsidiary of the Company, of not more than US$500,000,000, to guarantee CSD HK’s repayment obligations for offshore bank loans, and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Guarantee; and

Special Resolution

1. to consider and approve the proposed amendments to Article 4 of the articles of association of the Company as set out in the circular of the Company dated 11 February 2014.

By Order of the Board

China Shipping Development Company Limited

Yao Qiaohong

Company Secretary

11 February 2014

Shanghai The People’s Republic of China

— N-1 —

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

• (A) The H Share register of the Company will be closed from Friday, 28 February 2014 to Monday, 31 March 2014 (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 Friday, 28 February 2014 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 Thursday, 27 February 2014.

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 Tuesday, 11 March 2014.

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

• (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 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.

— N-2 —

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (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 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.

• (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 authorisation 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.

• (I) As at the date of this notice, the Board of Directors of the Company comprises Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Lu Wenbin, Mr. Wang Wusheng and Mr. Lin Junlai as independent non-executive Directors.

— N-3 —