Dida Inc. — Proxy Solicitation & Information Statement 2011

Feb 15, 2011

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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)

FORM OF PROXY FOR USE AT THE CLASS MEETING OR ANY ADJOURNMENT THEREOF FOR HOLDERS OF H SHARES (THE “CLASS MEETING”) TO BE CONVENED ON WEDNESDAY 6 APRIL 2011

I/We

of

being the registered holder(s) of

H Shares of China Shipping Development Company Limited

(the “Company”) HEREBY APPOINT

of

or failing which, the chairman of the Class Meeting to act as my/our proxy in respect of

H Shares in the share capital of the Company held by me/us to attend and act for me/us at the Class Meeting to be held at 700 Dong Da Ming Road, Shanghai, The People’s Republic of China on Wednesday, 6 April 2011 at 2:30 p.m. or at any adjournment thereof and to vote on my/our behalf at the Class Meeting or at any adjournment in respect of the following resolutions as indicated hereunder or, if no indication is given, to vote or abstain from voting as my/our proxy thinks fit.

		Special resolution	Special resolution	Special resolution				For			Against		Abstention	Abstention
	1.	To approve the terms of the convertible bonds issue
		(1) Type of bond issue
		(2) Size of issue
		(3) Term
		(4) Face value and issue price
		(5) Interest rate
		(6) Interest payment
		(7) Conversion period
		(8) Determination of conversion	price
		(9) Adjustment and calculation method		of conversion price
		(10) Terms for downward adjustment of conversion price
		(11) Method on handling fractional shares upon conversion
		(12) Terms on Redemption
		(13) Terms on sale back
		(14) Dividend distribution post conversion
		(15) Mode of issue and subject of issue
		(16) Placement arrangements for original shareholders
		(17) Matters relating to meetings of bond holders
		(18) Use of proceeds from this bond issue
		(19) Matters relating to guarantees
		(20) Effective period of this convertible bond issue.

Dated this

day of

Signature:

, 2011

Notes:

• (A) The H Share register of the Company will be closed from Saturday, 5 March 2011 to Wednesday, 6 April 2011 (both days inclusive), during which no transfer of H Shares will be effected. The purpose of such closure of register is to enable the Company to determine the identity of the holders of H Shares of the Company who are entitled to attend and vote at the upcoming H Share Class Meeting. 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, 4 March 2011 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the H Share Class Meeting, their share transfer documents (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, 4 March 2011.

The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:

Hong Kong Registrars Limited Rooms 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong

• (B) Holders of H Shares, who intend to attend the H Share Class Meeting, must complete the reply slips for attending the H Share Class Meeting 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 H Share Class Meeting, i.e. no later than Thursday, 17 March 2011.

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

Room 1601, 700 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 H Share 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 Share Class Meeting.

• (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, Hong Kong, not less than 24 hours before the time for holding the H Share Class Meeting or any adjournment thereof in order for such documents to be valid.

• (F) If a proxy attends the H Share 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 legal person share shareholder attends the H Share 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 representative of a company other than its legal representative to attend the H Share Class Meeting, such representative should produce his identity card and an authorization instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

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