Dida Inc. — Proxy Solicitation & Information Statement 2016

Sep 2, 2016

==> picture [65 x 48] intentionally omitted <==

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)

Supplemental Proxy Form For the Extraordinary General Meeting for holders of H Shares to be held on Monday, 19 September 2016

I/We of

am/are the shareholder(s) of China Shipping Development Company Limited (the “ Company ”), holding H Shares. I/We hereby appoint of

		of	of	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, Ocean			Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai,
		the People’s Republic of China at 2:00 p.m. on Monday, 19 September 2016 or at any				adjournment thereof. The		proxy/proxies is/are authorised
		to	vote on the resolution according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the
		resolution or abstain at his/their discretion.
										CUMULATIVE
		No.		Ordinary Resolutions						VOTING (NOTE J) (Please insert the
										number of votes)
		4.		to elect the following members of the eighth term of the board of directors of the Company and their terms of appointment as follows:
		(i)		to consider and approve the election of Mr. Liu Hanbo as an executive Director and the terms of his
				appointment
		(ii)		to consider and approve the election of Mr. Lu Junshan as an executive Director and the terms of his
				appointment
		(iii)		to consider and approve the election of Mr. Feng Boming as a non-executive Director and the terms of his
				appointment
		(iv)		to consider and approve the election of Mr. Zhang Wei as a non-executive		Director and the terms of his
				appointment
		(v)		to consider and approve the election of Ms. Lin Honghua as a non-executive Director and the terms of her
				appointment
		No.		Ordinary Resolutions		FOR AGAINST					ABSTAIN
		5.		to consider and approve the election of Mr. Weng Yi as a supervisor of
				the Company and the terms of his appointment

Dated

Signature

Notes:

• (A) Please refer to the proxy form despatched together with the notice of EGM dated 4 August 2016 for Resolutions 1 to 3 (the “ First Proxy Form ”). (B) 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) 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.

• (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.

• (E) 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, Wanchai, Hong Kong, not less than 24 hours before the time 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 (E) also applies to holders of A Shares, except that the supplemental 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.

• (G) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the appointor of the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which 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 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 corporate shareholder (which is a legal person) and duly signed by its legal representative.

• (H) If you have already validly appointed a proxy to act for you at the EGM but have not completed and returned this supplemental proxy form, your proxy will have the right to vote at his/her discretion. Completion and return of the supplemental proxy form will not preclude you from attending, and voting at, the EGM.

• (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: In respect of resolutions No. 4(i) to 4(v) in relation to the election of executive directors and 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. 4(i) to 4(v), 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 5 directors will be elected at the EGM, the aggregate number of votes which you will have will be 5 million (i.e. 1 million shares x 5 = 5 million voting shares) for resolutions No. 4(i) to 4(v).

• (ii) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “�” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (iii) Please note that you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, the number of votes you have regarding the resolutions No. 4(i) to 4(v) is 5 million. You may choose to cast every 1 million votes out of the total 5 million votes equally among the 5 candidates or to cast all your votes (5 million) on one candidate; or to cast 3 million votes on candidate A, cast 1 million votes on candidate B, and cast 1 million votes on candidate C, etc.

• (iv) The total number of your votes cast on the 5 director candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (v) Please note that when the total votes cast by you on some candidates 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 candidates 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. 4(i) to 4(v) is 5 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “5 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on resolutions No. 4(i) to 4(v) will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “2 million shares”, under candidate B with “1 million shares” and under candidate C with “1 million shares”, the 4 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

(vi) Where the votes cast for a particular candidate for director are more than half of the total number of shares held by all shareholders attending (before cumulating), such candidate shall be elected as the director.