Dida Inc. — Proxy Solicitation & Information Statement 2015

Nov 11, 2015

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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 Monday, 28 December 2015

I/We

of

of China Shipping Development Company Limited (the “ Company ”), holding appoint

am/are the shareholder(s) H Shares. I/We hereby

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 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Padong New Area, Shanghai, the People’s Republic of China at 2:00 p.m. on Monday, 28 December 2015 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 or abstain at his/their discretion.

		Ordinary Resolutions	Ordinary Resolutions				FOR	AGAINST	ABSTAIN
	1. To approve, ratify and confirm the deposit services (the “Deposit Services”) to be
	provided by China Shipping Finance Company Limited (中國海運財務有限責任公司)
	(“CS Finance Company”) to the Company and its subsidiaries (the “Group”) under the
	new financial services framework agreement dated 29 September 2015 (the “New
	Financial Services Framework Agreement”) entered into			between the Company and CS
	Finance Company and the proposed annual caps in respect				of the Deposit Services
	contemplated thereunder;	and to 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 opinion may be				necessary	or desirable to
	implement the Deposit	Services contemplated under		the	New Financial Services
	Framework Agreement.
	2. To approve, ratify and confirm the foreign exchange services (the “Foreign Exchange
	Services”) to be provided	by CS Finance Company to the		Group under the		New Financial
	Services Framework Agreement and the proposed annual caps				in respect	of the Foreign
	Exchange Services 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
	Foreign Exchange Services contemplated		under the New Financial Services Framework
	Agreement.
	3. To approve, ratify and confirm the loan services (the “Loan Services”) to					be provided by
	CS Finance Company to the Group under the New Financial Services Framework
	Agreement and the proposed annual caps in respect of the Loan Services 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 Loan Services contemplated
	under the New Financial	Services Framework Agreement.
	4. To approve, ratify and confirm the agreed supplies and			services (the “Agreed Supplies
	and Services”) to be provided by 中國海運(集團)總公司(China Shipping (Group)
	Company) (“China Shipping”) to the Group under the new services agreement dated 29
	September 2015 (the “New Services Agreement”) entered into between the Company and
	China Shipping and the	proposed annual caps in respect of			the Agreed Supplies and
	Services 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 Agreed
	Supplies and Services contemplated under the New Services Agreement.
	5. To approve the appointment of Mr. Yang		Jigui as an executive director of the Company
	and the terms of the service contract of Mr. Yang Jigui, details of which are set out in the
	circular of the Company date 12 November 2015 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.
	6. To approve the appointment of Mr. Teo		Siong Seng as	an independent		non-executive
	director of the Company	and the terms of the service contract of Mr. Teo Siong Seng,
	details of which are set out in the circular of the Company date 12 November 2015 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.

Ordinary Resolutions FOR AGAINST ABSTAIN 7. To approve and confirm the aggregate financial commitments of RMB1,200,000,000 (equivalent to approximately HK$1,460,880,000) under the guarantees to be provided by the Company for the benefit of China Shipping Bulk Carrier Co., Ltd and China Shipping Tanker Co., Ltd and US$800,000,000 (equivalent to approximately HK$6,200,000,000) under the guarantee to be provided by the Company for the benefit of China Shipping Development (Hong Kong) Marine Co., Limited, each of which is a direct wholly-owned subsidiary of the Company, for a period of one year from the date of the EGM, to guarantee their respective repayment obligations for commercial bank loans, and to authorise the Chairman of the board of Directors, the Chief Executive Officer and the Chief Financial Officer 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 these guarantees.

Dated

Signature

Notes:

(A) The H Share register of the Company will be closed from Saturday, 28 November 2015 to Monday, 28 December 2015 (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 Monday, 28 December 2015 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 Firday, 27 November 2015.

The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:

Hong Kong Registrars Limited Shops 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, 8 December 2015.

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) 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 abstain from voting any resolution, please indicate with a �” in the appropriate space under “Abstain”. 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 EGM other than those set out in the notice of the EGM.

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 “Abstain”. 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 “Abstain”, 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 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 (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.

• (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.