TERMS OF REFERENCE FOR REMUNERATION COMMITTEE

Dida Inc.嘀嗒出行* (Incorporated in the Cayman Islands with limited liability) (Stock code: 02559) Terms of Reference for Remuneration Committee (adopted on June 13 2024) Definitions 1. For the purposes of these terms of reference (the “Terms ”): Board means the board of directors of the Company (as defined below).Company means Dida Inc. an exempted company incorporated in the Cayman Islands with limited liability on July 11 2014.Company Secretary means any one of the joint company secretaries of the Company.Directors mean the members of the Board.Listing Rules means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time).Remuneration Committee means the remuneration committee established by the resolution of the Board in accordance with clause 3 of these Terms.Senior Management means the executive Directors and other members of senior management referred to in the Company’s prospectus in connection with its initial listing on the Stock Exchange or in its most recent annual report and any such other officer of the Company as may be appointed by the Board from time to time as senior management of the Company as well as other employees as may be determined by the Board to be part of senior management of the Company from time to time.Shareholders mean the shareholders of the Company.Stock Exchange means The Stock Exchange of Hong Kong Limited. 2. The word “remuneration” as used in these Terms includes without limitation any salaries bonuses allowances benefits (in cash or in kind) pension arrangements reimbursements compensation payments (including any compensation payable for loss or termination of office or appointment) incentive payments and share options. 1Constitution 3. The Remuneration Committee was established by resolutions of the Board on June 13 2024. Membership 4. The members of the Remuneration Committee shall be appointed by the Board from time to time from among the Directors and shall consist of not less than three members a majority of whom shall be independent non-executive Directors. There shall be one chairman of the Remuneration Committee who shall be appointed by the Board and shall be an independent non-executive Director. 5. Each member of the Remuneration Committee shall disclose to the Remuneration Committee: (a) any personal financial interest (other than as a Shareholder of the Company) in any matter to be decided by the Remuneration Committee; or (b) any potential conflict of interest arising from a cross-directorship. Any such member shall abstain from voting on resolutions of the Remuneration Committee in relation to which such interest exists and from participating in the discussions concerning such resolutions and shall (if so required by the Board) resign from the Remuneration Committee. 6. At the invitation of the chairman of the Remuneration Committee the chairman of the Board and/or executive Directors external advisors and other persons may be invited to attend the meetings. 7. The Company Secretary shall be the secretary of the Remuneration Committee. The Remuneration Committee may from time to time appoint any other person with the appropriate qualification and experience as secretary of the Remuneration Committee.Frequency and conduct of meetings 8. Meetings shall be held at least once a year. The chairman shall be responsible for leading the Remuneration Committee including giving notice of holding meetings scheduling meetings preparing agendas and making regular reports to the Board. The chairman of the Remuneration Committee shall convene a meeting upon the request by any member of the Remuneration Committee. 9. Notice of any meetings shall be given at least seven days prior to a regular meeting of the Remuneration Committee and reasonable notice shall be given for any other meeting being held unless the members of the Remuneration Committee attending a particular meeting in person unanimously waive such notice. The chairman shall determine whether or not a meeting of the Remuneration Committee is a regular meeting. Irrespective of the length of notice being given attendance of a meeting by a member of the Remuneration Committee shall be deemed waiver of the requisite length of notice by such member. An agenda and accompanying meeting papers should be sent in full to all members of the Remuneration Committee in a timely manner and at least three days before the intended date of a meeting of the Remuneration Committee (or such other period as agreed by its members). The agenda and accompanying meeting papers may be in paper form or electronic form and may be delivered by post by email or any other delivery method that could be received by the members. 210. The quorum for meetings of the Remuneration Committee shall be two members. Members shall attend the meetings in person or by telephone (or other similar communication equipment) as long as all the attendants of the meeting could listen and talk among themselves during the meeting. Under such circumstances the attendants shall be considered as attending the meeting in person counted in the quorum and entitled to vote. 11. Each member shall have one vote. Resolutions of the Remuneration Committee at any meetings shall be passed by a majority of votes of the members of the Remuneration Committee present. The chairman shall have a second or casting vote when an equality of votes occurs. A resolution in writing signed by all the members of the Remuneration Committee shall be as valid and effectual as if it had been passed at a meeting of the Remuneration Committee duly convened and held. 12. The Senior Management is obliged to supply the Remuneration Committee with adequate information in a timely manner in order to enable it to make informed decisions. The information supplied by the Senior Management must be complete and reliable. Where a member of the Remuneration Committee requires more information than is volunteered by the Senior Management the relevant member of the Remuneration Committee should make additional necessary enquiries. The Remuneration Committee and each of its members shall have separate and independent access to the Senior Management.Annual General Meeting 13. The chairman of the Remuneration Committee shall attend the Company’s annual general meeting and be prepared to respond to any Shareholders’ question on the Remuneration Committee’s activities. 14. If the chairman of the Remuneration Committee is unable to attend an annual general meeting of the Company he/she shall arrange for another member of the Remuneration Committee or failing this his/her duly appointed delegate to attend in his/her place. Such person shall be prepared to respond to any shareholder questions on the Remuneration Committee’s activities.Authority 15. The Remuneration Committee is authorized by the Board to discharge its duties within these Terms. The Remuneration Committee is authorized to seek any remuneration information it requires from the Directors and/or Senior Management who are directed to co-operate with the Remuneration Committee. 16. The Remuneration Committee is authorized by the Board to obtain external independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if the Remuneration Committee considers this necessary. The Remuneration Committee shall be provided with sufficient resources to discharge its duties. The Remuneration Committee should be exclusively responsible for establishing the selection criteria selecting appointing and setting the terms of reference for any external consultant who advises the Remuneration Committee. 3Duties 17. The duties of the Remuneration Committee shall include: (a) to make recommendations to the Board on all the Company’s remuneration policy and structure for the Directors and Senior Management and on the establishment of formal and transparent procedures for developing remuneration policy; (b) being responsible for making recommendations to the Board on the remuneration packages of individual executive Directors and Senior Management (this should include benefits in kind pension rights and compensation payments including any compensation payable for loss or termination of office or appointment); (c) to make recommendations to the Board on the remuneration of non-executive Directors; (d) to consider salaries paid by comparable companies t ime commitment and responsibilities and employment conditions elsewhere in the Company and its subsidiaries; (e) to review and approve the Senior Management’s remuneration proposals with reference to the Board’s corporate goals and objectives; (f) to review and approve compensation payable to the executive Directors and Senior Management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and reasonable and not excessive; (g) to review and approve compensation arrangements relating to dismissal or removal of the Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; (h) to ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration; (i) to advise the Shareholders on how to vote with respect to any service contracts of the Directors that require the Shareholders’ approval under the Listing Rules; (j) to review the Company’s policy on expense reimbursements for the Directors and Senior Management; (k) to review and/or approve matters relating to share schemes under Chapter 17 of the Listing Rules; and (l) other matters authorized by the Board. 418. In carrying out its duties under these Terms the Remuneration Committee should: (a) consult the chairman of the Board and/or the chief executive officer about its remuneration proposals for other executive Directors and have access to independent professional advice if necessary; (b) provide the remuneration packages needed to attract retain and motivate the executive Directors of the quality required without paying more than necessary; (c) judge where to position the Company relative to other companies. It should be aware what comparable companies are paying and should take account of relative performance; (d) be sensitive to the wider scene including remuneration and employment conditions within the Company and elsewhere especially when determining annual salary increments; (e) ensure that the total remuneration package of the executive Directors is designed to align their interests with those of the Shareholders and to give the Directors incentives to perform at the highest levels; and (f) ensure that share options (if any) offered by the Company to the Directors or Senior Management are in compliance with the requirements under Chapter 17 of the Listing Rules as applicable. 19. No Director should be involved in deciding his own remuneration. 20. The remuneration committee should be provided with sufficient resources to perform its duties.Reporting procedures 21. Minutes of the Remuneration Committee shall be kept by a duly appointed secretary of the meeting (who should normally be the Company Secretary) and such minutes shall be available for inspection at any reasonable time on reasonable notice by any Director. Such secretary or any person elected by the members in the absence of such secretary shall be responsible for recording the minutes. Any such minutes shall be conclusive evidence of any such proceedings if they purport to be signed by the chairman or secretary of the meeting or succeeding meeting. 22. Minutes of the Remuneration Committee shall record in sufficient detail the matters considered by the Remuneration Committee and decisions reached including any concerns raised by the Directors and its members or dissenting views expressed. The draft and final versions of minutes should be sent to all members of the Remuneration Committee for their comment and records within a reasonable time after the meetings. 523. The Remuneration Committee shall evaluate and assess its effectiveness and the adequacy of these Terms on an annual basis and recommend any proposed changes to the Board. 24. Without prejudice to the generality of the duties of the Remuneration Committee set out in these Terms the Remuneration Committee shall report to the Board and keep the Board fully informed of its decisions and recommendations unless there are legal or regulatory restrictions on its ability to do so.Terms available 25. The Remuneration Committee shall make available these Terms by inclusion on the website of the Stock Exchange and the Company’s official website for corporate communications.* For identification purpose only 6