Dida Inc. — Proxy Solicitation & Information Statement 2015

Apr 30, 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 Annual General Meeting for Holders of H Shares to be held on Thursday, 18 June 2015

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 annual general meeting (“ AGM ”) 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 AGM to be held at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, the People’s Republic of China at 2:00 p.m. on Thursday, 18 June 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.

			No.	Ordinary Resolutions			For				Against	Against	Against			Abstain
			1.	to consider and approve the 2014 audited financial statements of the
				Company
			2.	to consider and approve the 2014 Report of the Board of Directors of
				the Company
			3.	to consider and approve the 2014 Report of the Supervisory Committee
				of the Company
			4.	to consider and approve the Duty Performance Report of the
				Independent Non-executive Directors in 2014
			5.	to consider and approve the 2014 Annual Report of the Company
			6.	to consider and approve the recommended 2014 final dividend of
				RMB3.00 cents per share (before tax)
			7.	to consider and approve the remuneration of the directors and
				supervisors of the Company for 2015, details of which are set out in the
				notice of the AGM dated 28 April 2015
			8A.	to consider and approve the reappointment of Baker Tilly China Certified Public Accountants (天職國際會計師事務（特殊普通合夥）)
				(“Baker Tilly China”) as the domestic auditor of the Company for the
				financial year ending 31 December 2015 and authorise the board of
				directors of the Company (the “Board”) to determine its remuneration
				no higher than RMB1,550,000
			8B.	to consider and approve the reappointment of Baker Tilly Hong Kong Limited Certified Public Accountants (天職香港會計師事務所有限公
				司) as the international auditor of the Company for the financial year
				ending 31 December 2015 and authorise the Board to determine its
				remuneration no higher than RMB1,850,000
			8C.	to consider and approve the reappointment of Baker Tilly China as the
				internal control auditor of the Company for the financial year ending 31
				December 2015 and authorise the Board to determine its remuneration
				no higher than RMB900,000
									For (note L) Against (note L)
										**(By way **		of			(By way of
			No.	Ordinary Resolutions				cumulative voting) cumulative voting)
								(Please insert					the (Please insert the
								number of votes) number of votes)
			9.	to consider and approve the election (or re-election, as the case may be) of the			members	(executive Directors) of the						eighth term of the
				Board and their terms of appointment
			(1)	to consider and approve the re-election of Mr. Xu Lirong as an executive director of
				the Company and the terms of his appointment
			(2)	to consider and approve the re-election of Mr. Zhang Guofa as an executive director
				of the Company and the terms of his appointment
			(3)	to consider and approve the re-election of Ms. Su Min as an executive	director of the
				Company and the terms of her appointment

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For (note L) Against (note L)
(By way of (By way of
No. Ordinary Resolutions cumulative voting) cumulative voting)
(Please insert the (Please insert the
number of votes) number of votes)
(4) to consider and approve the re-election of Mr. Huang Xiaowen as an executive
director of the Company and the terms of his appointment
(5) to consider and approve the re-election of Mr. Ding Nong as an executive director of
the Company and the terms of his appointment
(6) to consider and approve the re-election of Mr. Yu Zenggang as an executive director
of the Company and the terms of his appointment
(7) to consider and approve the re-election of Mr. Han Jun as an executive director of the
Company and the terms of his appointment
(8) to consider and approve the re-election of Mr. Qiu Guoxuan as an executive director
of the Company and the terms of his appointment
For (note M) Against (note M)
(By way of (By way of
No. Ordinary Resolutions cumulative voting) cumulative voting)
(Please insert the (Please insert the
number of votes) number of votes)
10. to consider and approve the election (or re-election, as the case may be) of the members (independent non-executive Directors) of the
eighth term of the Board and their terms of appointment
(1) to consider and approve the re-election of Mr. Wang Wusheng as an independent
non-executive director of the Company and the terms of his appointment
(2) to consider and approve the re-election of Mr. Ruan Yongping as an independent
non-executive director of the Company and the terms of his appointment
(3) to consider and approve the re-election of Mr. Ip Sing Chi as an independent
non-executive director of the Company and the terms of his appointment
(4) to consider and approve the appointment of Mr. Rui Meng as an independent
non-executive director of the Company and the terms of his appointment
For (note N) Against (note N)
(By way of (By way of
No. Ordinary Resolutions cumulative voting) cumulative voting)
(Please insert the (Please insert the
number of votes) number of votes)
11. to consider and approve the re-election of the members of the eighth term of the supervisory committee of the Company (other than the
employee representatives) and their terms of appointment
(1) to consider and approve the re-election of Mr. Xu Wenrong as a supervisor of the
Company and the terms of his appointment
(2) to consider and approve the re-election of Mr. Chen Jihong as a supervisor of the
Company and the terms of his appointment
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Dated Signature

Notes:

• (A) The H share register of the Company will be closed from Tuesday, 19 May 2015, to Thursday, 18 June 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 Thursday, 18 June 2015 are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 18 May 2015.

• (B) To ascertain shareholders’ entitlement to the proposed final dividend, the H share register of the Company will be closed from Friday, 26 June 2015 to Thursday, 2 July 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 Thursday, 2 July 2015 will be qualified for the proposed final dividend. In order to qualify for the proposed final dividend, shareholders must lodge all duly completed transfer forms accompanied by the relevant share certificates with the share registrar of the Company’s H shares not later than 4:30 p.m. on Thursday, 25 June 2015. The proposed final dividend (the payment of which is subject to the shareholders’ approval at the AGM) is to be payable on or before Monday, 20 July 2015 to shareholders whose names appear on the H share register of members of the Company on Thursday, 2 July 2015.

• (C) 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

• (D) Holders of H shares, who intend to attend the AGM, must complete the reply slips for attending the AGM 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 AGM, i.e. no later than Friday, 29 May 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

• (E) anyvoteATTENTION:resolution,“Against”Ifthepleaseyouresolution,wishindicateto votepleasewith“For”aindicate“�the” inresolution,withthe appropriatea “�please” in thespaceindicateappropriateunderwith“Abstain”.aspace“�” underin theIf no“Against”.appropriatedirectionIfspaceisyougiven,wishunderyourto“For”.abstainproxyIf mayfromyou wishvotevotingtoat 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 “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 AGM, 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.

• (F) Each holder of H shares who has the right to attend and vote at the AGM 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 AGM.

• (G) 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.

• (H) 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 at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

• (I) 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 AGM. Notes (F) to (G) 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 (D) above, not less than 24 hours before the time appointed for holding the AGM (or any adjournment thereof) in order for such documents to be valid.

• (J) If a proxy attends the AGM 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 AGM, 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 AGM, 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.

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

• (L) Attention: In respect of resolutions No. 9(1) to 9(8) in relation to the election (or re-election, as the case may be) of executive 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 in accordance with the following instructions:

• (i) In relation to resolutions No. 9(1) to 9(8), 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 (or re-elected, as the case may be). For instance, if you are holding 1 million shares and 8 directors will be elected (or re-elected, as the case may be) at this general meeting, the aggregate number of votes which you will have will be 8 million (i.e. 1 million shares x 8 = 8 million voting shares) for resolutions No. 9(1) to 9(8).

• (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 ofamongstshareseachheld candidateby you multipliedfor directors,by thepleasetotal numberfill “�”ofindirectorsthe appropriateto be electedspaceonundercertain“For”candidates.or “Against”.If youOtherwise,cast your votespleaseequallyfill in the “For” and/or “Against” space with the number of votes you intend to cast on each of the 8 candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 9(1) to 9(8) is 8 million. You may choose to cast every 1 million votes out of the total 8 million votes equally amongst the 8 candidates (For or Against) or to cast all your votes (8 million) on one candidate (For or Against); or to cast 2 million votes on candidate A director (For or Against), cast 2 million votes on candidate B director (For or Against), and cast the remaining 4 million votes on candidate C 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 the 8 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. 9(1) to 9(8) is 8 million: (a) if you fill in the “For” (or “Against”) of “cumulative voting” space under a particular candidate director with “8 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other 7 candidates for directors. In this case, should you fill in the blanks under the relevant resolutions of the other 7 candidate directors with any number of shares (other than 0), all your votes on resolutions No. 9(1) to 9(8) will be invalid; or (b) if you fill in the “For” (or “Against”) of “cumulative voting” space under candidate A with “6 million shares” and under candidate B for directors with “1 million shares”, the 7 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (v) Where the “For” votes cast for a particular candidate for director 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 is 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.

• (M) Attention: In respect of resolutions No. 10(1) to 10(4) in relation to the election (or re-election, as the case may be) of independent non-executive 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 in accordance with the following instructions:

• (i) In relation to resolutions No. 10(1) to 10(4), 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 (or re-elected, as the case may be). For instance, if you are holding 1 million shares and 4 directors will be elected (or re-elected, as the case may be) at this general meeting, the aggregate number of votes which you will have will be 4 million (i.e. 1 million shares x 4 = 4 million voting shares) for resolutions No. 10(1) to 10(4).

• (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 ofamongstshareseachheld candidateby you multipliedfor directors,by thepleasetotal numberfill “�”ofindirectorsthe appropriateto be electedspaceonundercertain“For”candidates.or “Against”.If youOtherwise,cast your votespleaseequallyfill in the “For” and/or “Against” space with the number of votes you intend to cast on each of the 4 candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 10(1) to 10(4) is 4 million. You may choose to cast every 1 million votes out of the total 4 million votes equally amongst the 4 candidates (For or Against) or to cast all your votes (4 million) on one candidate (For or Against); or to cast 2 million votes on candidate A director (For or Against), and cast the remaining 2 million votes on candidate B 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 the 4 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. 10(1) to 10(4) is 4 million: (a) if you fill in the “For” (or “Against”) of “cumulative voting” space under a particular candidate director with “4 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other 3 candidates for directors. In this case, should you fill in the blanks under the relevant resolutions of the other 3 candidate directors with any number of shares (other than 0), all your votes on resolutions No. 10(1) to 10(4) will be invalid; or (b) if you fill in the “For” (or “Against”) of “cumulative voting” space under candidate A with “2 million shares” and under candidate B for directors with “1 million shares”, the 3 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (v) Where the “For” votes cast for a particular candidate for director 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 is 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.

• (N) Attention: In respect of resolutions No. 11(1) to 11(2), in relation to the re-election 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. 11(1) to 11(2), for every share held by you, you will have the same number of voting rights which equals to the number of supervisors to be re-elected. For instance, if you are holding 1 million shares and 2 supervisors will be re-elected at this general meeting, the aggregate number of votes which you will have will be 2 million (i.e. 1 million shares x 2 = 2 million voting shares) for resolutions No. 11(1) to 11(2).

• (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 the appropriate place under “For” or “Against”. Otherwise, please fill in the “For” and/or “Against” space with the number of votes you intend to cast on each of the 2 candidates. For example, if you are holding 1 million shares, the number of your votes you have for the resolutions No. 11(1) to 11(2) is 2 million. You may choose to cast every 1 million votes out of the total 2 million votes equally amongst the 2 candidates (For or Against) or to cast all your votes (2 million) on one candidate (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 the 2 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. 11(1) to 11(2) is 2 million: (a) if you fill in the “For” (or “Against”) of “cumulative voting” space under a particular candidate supervisor with “2 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other 1 candidate for supervisor. In this case, should you fill in the blanks under the relevant resolution for the other 1 candidate with any number of shares (other than 0), all your votes on resolutions No. 11(1) to 11(2) will be invalid; or (b) if you fill in the “For” (or “Against”) of “cumulative voting” space under candidate A with “1 million shares”, the 1 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (v) Where the “For” votes cast for a particular candidate for supervisor 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 is 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.