Dida Inc. — Proxy Solicitation & Information Statement 2016

Apr 1, 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 Annual General Meeting for Holders of H Shares to be held on Friday, 20 May 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 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, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China at 2:00 p.m. on Friday, 20 May 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. Unless otherwise stated, the capitalized terms used herein shall have the same meaning as defined in the notice of the AGM of the Company dated 1 April 2016.

	No.	Ordinary Resolutions					For	For	Against	Abstain	Abstain
	1.	to consider and approve the 2015 audited financial statements of the Company
	2.	to consider and approve the recommended 2015 final dividend	of RMB10 cents per
		share (before tax)
	3.	to consider and approve the 2015 Report of the Board of Directors		of the Company
	4.	to consider and approve the 2015 Report of the Supervisory Committee			of the
		Company
	5.	to consider and approve the Duty Performance Report	of the Independent
		Non-executive Directors in 2015
	6.	to consider and approve the 2015 Annual Report of the Company
	7A.	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		2016
	7B.	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		2016
	7C.	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		2016
	8.	to consider and approve the remuneration of the directors and supervisors of the
		Company for 2016, details of which are set out in the notice of the AGM dated			1 April
		2016
	9.	to consider and approve the election of Mr. Sun Jiakang as an executive director				of the
		Company and the terms of his appointment
	No.	Special Resolutions					For		Against	Abstain
	10.	it be and is hereby confirmed that the Company has complied with the relevant
		requirements imposed by the applicable PRC laws and regulations to conduct the
		material asset restructuring
	11.	to consider and approve the proposed material assets restructuring plan			of the
		Company with respect to the Proposed Transactions
	11.1	the overall restructuring plan of the Proposed Transactions;
	11.2	the counterparty of the CS Bulk Disposal;
	11.3	the target asset of the CS Bulk Disposal;
	11.4	the payment method of the CS Bulk Consideration;
	11.5.	the CS Bulk Consideration;
	11.6.	the arrangement in connection with the increase or decrease in the equity of CS Bulk
		during the transition period from the Reference Date to the Closing		Audit Date;
	11.7.	the arrangement in connection with the claims or debts of CS Bulk;
	11.8.	the arrangement with respect to the transfer of shares of CS Bulk and default liability
		as agreed in the Asset Transfer Agreement
	11.9.	the counterparty of the Dalian Ocean Acquisition;
	11.10.	the target asset of the Dalian Ocean Acquisition;
	11.11.	the payment method of the Dalian Ocean Consideration;
	11.12.	the Dalian Ocean Consideration;
	11.13.	the arrangement in connection with the increase or decrease in	the	equity of Dalian
		Ocean during the transition period from the Reference Date to the Closing Audit				Date;

	No.	Special Resolutions	For	Against	Abstain	Abstain
	11.14.	the arrangement in connection with the claims or debts of Dalian Ocean;
	11.15.	the arrangement with respect to the transfer of shares of Dalian Ocean and default
		liability as agreed in the Asset Transfer Agreement;
	11.16.	the shareholders’ approval for Resolution 11 shall be effective for 12 months from the
		date its approval by the general meeting, provided that if the Company obtains all
		approval for the Proposed Transactions during the period the approval remains
		effective, the effective period of the approval shall automatically be extended until the
		completion date of the Proposed Transactions.
	12.	it be and is hereby confirmed that the Proposed Transactions between CS Development
		and COSCO Company constitute connected transactions pursuant to laws and
		regulations
	13.	to consider and approve the Report (Draft) in Relation to Major Asset Disposal and
		Acquisition and Connected Transactions of China Shipping Development Company
		Limited (《中海發展股份有限公司重大資產出售和購買暨關聯交易報告書(草案)》)
		and its summary
	14.	to consider and approve the Asset Transfer Agreement
	15.	to consider and approve the Compensation Agreement
	16.	it be and is hereby confirmed that the Proposed Transactions comply with Rule 4 of
		the Provisions on Issues Concerning Regulating the Material Asset Reorganizations of
		Listed Companies (《關於規範上市公司重大資產重組若干問題的規定》)
	17.	it be and is hereby confirmed that the earnings per share of the Company has not been
		diluted as a result of the Proposed Transactions
	18.	the Board of the Company be and is hereby authorised for and on behalf of the
		Company to do all such things and exercise all powers which he considers necessary,
		desirable or expedient in connection with the Asset Transfer Agreement, the
		Compensation Agreement and otherwise in connection with the implementation of the
		Proposed Transactions contemplated therein
	19.	to consider and approve the waiver of the non-competing undertaking from China
		Shipping dated 15 Jun 2011 in respect of injecting bulk shipping business into the
		Company

Dated Notes: (A) (B) (C) (D) (E) (F) (G) (H) (I) (J) (K)	Signature The H share register of the Company will be closed from Thursday, 21 April 2016, to Friday, 20 May 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 at the close of business on Friday, 20 May 2016are 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 Wednesday, 20 April 2016. To ascertain shareholders’ entitlement to the proposed final dividend, the H share register of the Company will be closed from Friday, 3 June 2016 to Monday, 13 June 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 at the close of business on Monday, 13 June 2016 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, 2 June 2016. The proposed final dividend (the payment of which is subject to the shareholders’ approval at the AGM) is to be payable on or before Friday, 29 July 2016 to shareholders whose names appear on the H share register of members of the Company on Monday, 13 June 2016. 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 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 April 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 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 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. 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. 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. 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. 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. 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 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. The AGM is expected to last for an hour. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.