Dida Inc. — Proxy Solicitation & Information Statement 2017

Nov 6, 2017

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.* 中遠海運能源運輸股份有限公司

(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 TO BE HELD ON 18 DECEMBER 2017

I/We

of

am/are the shareholder(s) of COSCO Shipping Energy Transportation Co., Ltd. (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 of the Company (“ 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 9:30 a.m. on 18 December2017 (Monday) or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolution(s) according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolution(s) or abstain at his/their discretion. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the notice of the EGM dated 3 November 2017.

		SPECIAL RESOLUTIONS		For		Against		Abstention
	1.	To consider and approve the resolution in relation to the proposed non-public
		issuance of not more than 806,406,572 A Shares by the Company to	not more
		than 10 specific target subscribers, including COSCO Shipping under the
		Proposed Non-public Issuance of A Shares:
		(i) class and par value of shares to be issued;
		(ii) method and time of issuance;
		(iii) target subscribers and method of subscription;
		(iv) Price Determination Date, issue price and pricing principles;
		(v) number of A Shares to be issued;
		(vi) lock-up period;
		(vii) place of listing of the A Shares to be issued;
		(viii) amount of proceeds raised and use of proceeds;
		(ix) arrangement for the accumulated profits prior to the	Proposed
		Non-public Issuance of A Shares; and
		(x) validity period of the resolution on the Proposed Non-public Issuance of
		A Shares.
	2.	To consider and approve the resolution in relation to the “Proposal in respect
		of the Proposed Non-public Issuance of A Shares”.
	3.	To consider and approve the resolution in relation to the “Feasibility Report on
		the Use of Proceeds from the Proposed Non-public Issuance of A Shares”.
	4.	To consider and approve the resolution in relation to the Subscription
		Agreement dated 30 October 2017 entered into between the Company and
		COSCO Shipping.
	5.	To consider and approve the resolution in relation to the Subscription
		constituting a connected transaction under the relevant laws and regulations of
		the PRC.
	6.	To consider and approve the resolution in relation to the waiver of COSCO
		Shipping’s obligation to make a general offer of the securities of the Company
		as a result of the Subscription.
	7.	To consider and approve the resolution in relation to the Specific Mandate.
	8.	To consider and approve the resolution in relation to the authorisation to the
		Board and any person authorised by the Board to handle all matters in
		connection with the Proposed Non-public Issuance of A Shares.

				ORDINARY RESOLUTIONS		For		Against	Abstention	Abstention
		9.	To consider and approve the resolution in relation to the satisfaction by			the
			Company of the criteria for the Proposed Non-public Issuance of A Shares.
		10.	To consider and approve the resolution in relation to exemption from			the
			reporting on the use of proceeds from the previous fund		raising activity by	the
			Company.
		11.	To consider and approve the resolution in relation to the Shareholders’ Return
			Plan.
		12.	To consider and approve the resolution in relation to the remedial measures
			regarding dilution on current returns by the Proposed Non-public Issuance of
			A Shares.
		13.	To consider and approve the resolution in relation to the undertakings by			the
			relevant persons with	regards to the remedial measures regarding dilution		on
			current returns by the	Proposed Non-public Issuance of A Shares
		14.	To consider and approve the resolution in relation to the Whitewash Waiver.

Dated Signature

Notes:

(A) The H share register of the Company will be closed from 18 November 2017 (Saturday), to 18 December 2017 (Monday) (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 18 December 2017 (Monday) 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 17 November 2017 (Friday).

• (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) Shareholders 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 28 November 2017 (Tuesday).

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

18th Floor, 118 Yuanshen Road Pudong New District, Shanghai the People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 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 vote “Abstained” the resolution, please indicate with a “�” in the appropriate space under “Abstained”. 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 “Abstained”. 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 “Abstained”，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 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 proxy duly authorised in writing or, if the principal is a legal person, under seal or under the hand of the director or proxy duly authorised. If that instrument is signed by person authroised by the appointer, the power of attorney authorising signature or other authorisation documents shall be notarised.

(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 17th 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.

* For identification purpose only.