Dida Inc. — Proxy Solicitation & Information Statement 2018

Nov 1, 2018

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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 H SHARES CLASS MEETING TO BE HELD ON MONDAY, 17 DECEMBER 2018

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 class meeting of H Shareholders of the Company (“ H Shares Class Meeting ”) 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 H Shares Class Meeting to be held at 3rd Floor, Ocean Hotel, No. 1171 Dongdaming Road, Hongkou District, Shanghai, the People’s Republic of China at 10:00 a.m. (to be held in the order of the extraordinary general meeting, class meeting for holders of A shares and H Shares Class Meeting) on Monday, 17 December 2018 (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 H Shares Class Meeting dated 2 November 2018.

	No.	SpecialResolutions	SpecialResolutions	For	Against	Abstain
	1.	To approve the “Share Option Incentive Scheme of COSCO SHIPPING Energy Transportation Co., Ltd (Revised Proposal)” and in summary:
		(i)	Purpose of the scheme
		(ii)	Basis and scope for confirming and verification of the participants of the scheme
		(iii)	Source, number and allocation of share options and subject shares of the scheme
		(iv)	Validity period and arrangement for the grant and exercise of share options
		(v)	Exercise price of the share options and the gains by the participants under the scheme
		(vi)	Conditions of grant and conditions of exercise of the share options
		(vii)	Method and procedures of adjustment to the share options
		(viii)	Respective rights and obligations of the Company and participants
		(ix)	Handling of special circumstances under the scheme
		(x)	Accounting treatment of share options under the scheme and the impact to the business performance of the Company
		(xi)	Procedures of formulation and approval of the scheme and grant and exercise of share options under the scheme
		(xii)	Management and amendment of the scheme
		(xiii)	Disclosure of the implementation status of the scheme
	2.	To approve the “Share Option Incentive Scheme Administration Regulations of COSCO SHIPPING Energy Transportation Co., Ltd. (Revised Proposal)”.
	3.	To approve the resolution to authorise the board of directors of the Company (the “Board”) to deal with the matters relating to the revised share option incentive scheme of the Company.
	4.	To approve the extension of the validity period of the shareholders’ resolutions relating to the Proposed Non-public Issuance of A Shares (as defined in the announcement of the Company dated 30 October 2018 (subject to such amendments as may be announced by the Company from time to time) (the “Extension Announcement”)).
	5.	To approve the extension of the validity period of the authorisation granted to the Board and any persons authorised by the Board to handle all matters in connection with the Proposed Non-public Issuance of A Shares (as defined in the Extension Announcement).

Dated

Signature

* for identification purpose only

Notes:

(A) The H share register of the Company will be closed from Saturday, 17 November 2018 to Monday, 17 December 2018 (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, 17 December 2018 are entitled to attend and vote at the H Shares Class Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the H Shares Class Meeting, 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, 16 November 2018.

(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 H Shares Class Meeting, must complete the reply slips for attending the H Shares Class Meeting and return them to the Office of the Board of Directors of the Company not later than 20 days before the date of the H Shares Class Meeting, i.e. no later than Tuesday, 27 November 2018. Details of the Office of the Board of Directors of the Company are as follows:

7th Floor, 670 Dongdaming Road Hongkou District, Shanghai the People’s Republic of China Postal Code: 200080 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 “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 H Shares Class Meeting other than those set out in the notice of the H Shares Class 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 H Shares Class Meeting, 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 H Shares Class Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the H Shares Class Meeting.

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

• (H) If a proxy attends the H Shares Class Meeting 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 H Shares Class Meeting, 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 H Shares Class Meeting, 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.

• (I) Please note that Mr. Ruan Yongping, the independent non-executive director, will send a proxy form for the solicitation of voting rights by independent non-executive director (the “ Independent Director’s Proxy Form ”) for the H Shares Class Meeting in accordance with relevant regulations of the People’s Republic of China to solicit votes from the H Shareholders in respect of the special resolutions relating to the proposed A share option incentive scheme of the Company and its related matters (i.e. special resolutions No. 1-3 set out above) at the H Shares Class Meeting. Should you wish to appoint Mr. Ruan Yongping as your proxy to vote for you and on your behalf at the H Shares Class Meeting, please complete, sign and return the Independent Director’s Proxy Form to the Company’s H share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by hand or by post, no later than 24 hours before holding of the H Shares Class Meeting or any adjournment thereof. For the avoidance of doubt, if you wish to appoint persons other than Mr. Ruan Yongping as your proxy to vote on your behalf on resolutions at the H Shares Class Meeting, you may complete and return this Proxy Form only and disregard the Independent Director’s Proxy Form.

• (J) If you have completed and returned both this Proxy Form and the Independent Director’s Proxy Form to the Company’s H share registrar, Hong Kong Registrars Limited, but have given inconsistent voting instructions on the resolutions concerned between this Proxy Form and the Independent Director’s Proxy Form, your voting instructions given in the Independent Director’s Proxy Form will be counted as your vote for or against the special resolutions No. 1-3 set out above.

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