Dida Inc. — Proxy Solicitation & Information Statement 2016

Aug 4, 2016

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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, 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 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 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.Special ResolutionsForAgainstAbstain1.to approve the change of the Chinese and English name of the Company from “中海發展股份有限公司” and “China Shipping Development Company Limited” to “中遠海運能源運輸股份有限公司” and“COSCO SHIPPING Energy Transportation Co., Ltd.”, respectively subject to passing of specialresolution no.2 below.2.to approve proposed amendments to the articles of association of the Company, details of which areset out in the Company’s circular dated 4 August 2016 containing a notice convening the EGM.No.Ordinary ResolutionForAgainstAbstain3.toapprovetheaggregatefinancialcommitmentsofuptoRMB9,660,000,000(comprisingRMB1,530,000,000 and US$1,220,000,000) under the guarantees (the “Guarantees”) to be providedby the Company for the benefit of Dalian Ocean Shipping Co., Ltd. (大連遠洋運輸有限公司) and/orits subsidiaries, for the period commencing from the date on which this resolution is passed up to andincluding 30 June 2017, to guarantee their respective financing obligations as may be incurred.

Dated Signature

Notes:

(A) The H share register of the Company will be closed from Saturday, 20 August 2016, to Monday, 19 September 2016 (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 on Monday, 19 September 2016 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, 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 Friday, 19 August 2016.

(B) 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 (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 Tuesday, 30 August 2016. 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

	7th Floor, 670 Dong Da Ming Road, Shanghai,The People’s Republic of ChinaPostal Code: 200080Tel: 86(21) 6596 6666Fax: 86(21) 6596 6160
(D)	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 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 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.
(E)	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.
(F)	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.
(G)	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 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.
(H)	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
	(E) to (F) 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.

(I) 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.

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