TERMS OF REFERENCE FOR AUDIT COMMITTEE

Dida Inc.嘀嗒出行* (Incorporated in the Cayman Islands with limited liability) (Stock code: 02559) Terms of Reference for Audit Committee (adopted on June 13 2024) Definitions 1. For the purposes of these terms of reference (the “Terms ”): Audit Committee means the audit committee established by resolution of the Board in accordance with clause 2 of these 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).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.Constitution 2. The Audit Committee was established by resolutions of the Board on June 13 2024. 1Membership 3. The members of the Audit Committee shall be appointed by the Board from among the non-executive Directors and shall consist of not less than three members a majority of whom shall be independent non-executive Directors and at least one of whom shall be an independent non-executive Director with appropriate professional qualifications or accounting or related financial management expertise as required by the Listing Rules. 4. A former partner of the Company’s existing auditing firm shall be prohibited from acting as a member of the Audit Committee for a period of two years from the date of his/her ceasing: (a) to be a partner of the firm; or (b) to have any financial interest in the firm whichever is later. 5. The chairman of the Audit Committee shall be appointed by the Board and shall be an independent non-executive Director. 6. The Company Secretary usually shall be the secretary of the Audit Committee. The Audit Committee may from time to time appoint any other person with the appropriate qualification and experience as secretary of the Audit Committee.Attendance at meetings 7. The chief financial officer the head of internal audit of the Company and a representative of the external auditors shall normally attend meetings of the Audit Committee. Other members of the Board and any other person may attend the meetings of the Audit Committee at the invitation of the chairman of the Audit Committee. However the Audit Committee holds at least one meeting annually with the external and internal auditors in the absence of the executive Directors except by invitation of the chairman of the Audit Committee.Frequency and conduct of meetings 8. The chairman shall be responsible for leading the Audit Committee including giving notice of holding meetings scheduling meetings preparing agendas and making regular reports to the Board. The chairman of the Audit Committee shall convene a meeting upon the request of any member of the Audit Committee and external auditors. Meetings shall be held not less than twice a year. 9. Notice of any meetings shall be given at least seven days prior to a regular meeting of the Audit Committee and reasonable notice shall be given for any other meeting being held unless all members of the Audit Committee unanimously waive such notice. The chairman shall determine whether or not a meeting of the Audit Committee is a regular meeting.Irrespective of the length of notice being given attendance of a meeting by a member of the Audit Committee shall be deemed waiver of the requisite length of notice by such member.An agenda and accompanying meeting papers should be delivered in full to all members in a timely manner and at least three days before the intended date of a meeting of the Audit 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 members. 210. The quorum for meetings of the Audit 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 Audit Committee at any meetings shall be passed by a majority of votes of the members of the Audit 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 Audit Committee shall be as valid and effectual as if it had been passed at a meeting of the Audit Committee duly convened and held. 12. The Senior Management is obliged to supply the Audit 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 Audit Committee requires more information than is volunteered by the Senior Management the relevant member of the Audit Committee should make additional necessary enquiries. The Audit Committee and each of its members shall have separate and independent access to the Senior Management.Annual General Meeting 13. The chairman of the Audit Committee shall attend the Company’s annual general meeting and be prepared to respond to any Shareholders’ question on the Audit Committee’s activities. 14. If the chairman of the Audit Committee is unable to attend an annual general meeting of the Company he/she shall arrange for another member of the Audit 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 Audit Committee’s activities.Authority 15. The Audit Committee is authorized by the Board to investigate into any activity within these Terms. The Audit Committee is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Audit Committee. 16. The Audit 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 Audit Committee considers this necessary. The Audit Committee shall be provided with sufficient resources to discharge its duties. The Audit Committee shall be exclusively responsible for establishing the selection criteria selecting appointing and setting the terms of reference for any external consultant who advises the Audit Committee. 3Duties 17. The duties of the Audit Committee shall include: Relationship with the Company’s auditors (a) being primarily responsible for making recommendations to the Board on the appointment re-appointment and removal of the external auditor; and to approve the remuneration and terms of engagement of the external auditor and considering any questions of its resignation or dismissal; (b) to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards; (c) to develop and implement policies on engaging an external auditor to supply non-audit services (for this purpose “external auditor” includes any entity that is under common control ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally) and to report to the Board and making recommendations on any matters where action or improvement is needed; (d) to discuss with the external auditor the nature and scope of the audit and relevant reporting obligations before the audit commences and to ensure co-ordination where more than one audit firm is involved; Review of the Company’s financial information (e) monitoring integrity of the Company’s financial statements annual reports and accounts half-year reports and if prepared for publication quarterly reports and reviewing significant financial reporting judgments contained therein. In reviewing these statements and reports before submission to the Board the Audit Committee shall focus particularly on: (i) any changes in accounting policies and practices; (ii) major judgmental areas; (iii) significant adjustments resulting from audit; (iv) the going concern assumptions and any qualifications; (v) compliance with accounting standards; and (vi) compliance with the Listing Rules and any requirements from the Stock Exchange and legal requirements in relation to financial reporting; 4(f) Regarding (e) above: (i) the members of the Audit Committee should liaise with the Board and the Senior Management; (ii) the Audit Committee must meet at least twice a year with the Company’s auditors; and (iii) the Audit Committee should consider any significant or unusual items that are or may need to be reflected in the financial reports and accounts and give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function compliance officer or auditors; Oversight of the Company’s financial reporting system risk management and internal control systems (g) to review the Company’s financial controls risk management and internal control systems which should cover all material controls including financial operational and compliance controls; (h) to discuss the risk management and internal control systems with the Senior Management to ensure that the Senior Management has performed their duties to establish effective systems; and to review annually the effectiveness adequacy and appropriateness of those systems. This review should include adequacy of resources staff qualifications and experience training programs and budget of the Company’s accounting internal audit and financial reporting function; (i) to conduct research on and consider major investigation findings of risk management and internal control matters and the Senior Management’s response to these findings on its own initiative or as delegated by the Board; (j) where an internal audit function exists to ensure co-ordination between the internal and external auditors and to ensure that the internal audit function is adequately resourced to operate and has appropriate standing within the Company and to review and monitor its effectiveness; (k) to review the Company’s financial and accounting policies and practices; (l) to review the external auditor’s management letter any material queries raised by the auditor to the Senior Management about accounting records financial accounts or systems of control and Senior Management’s response; (m) to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter; (n) to report to the Board on the matters in these Terms; 5(o) to review the following arrangements set by the Company: employees of the Company can raise concerns about possible improprieties in financial reporting internal control or other matters in confidence; and to ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up actions by the Company; (p) to act as the key representative body for overseeing the Company’s relations with the external auditor; (q) to conduct any other matters related to the Audit Committee in accordance with the instructions from the Board from time to time; Corporate Governance Functions (r) to develop and review the Company’s policies and practices on corporate governance and make recommendations to the Board; (s) to review and monitor the training and continuous professional development of Directors and the Senior Management; (t) to review and monitor the policies and practices of the Company on compliance with legal and regulatory requirements; (u) to develop review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; (v) to review the Company’s compliance with the Corporate Governance Code and disclosure in the corporate governance report of the Company as set out in the Listing Rules; (w) to review from time to time these terms of reference and recommend to the Board any necessary changes; and (x) to consider matters outside these terms of reference when requested by the Board.Disagreement as to external auditors 18. In the event the Board disagrees with the Audit Committee’s view on the selection appointment resignation or dismissal of the external auditors the Audit Committee shall provide a statement explaining its recommendations and also the reason(s) why the Board has taken a different view to the Company for inclusion in the corporate governance report issued by the Company in accordance with Appendix 14 of the Listing Rules. 6Reporting procedures 19. Full minutes of the Audit 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. 20. Minutes of the Audit Committee shall record in sufficient detail the matters considered by the Audit 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 Audit Committee for their comment and records within a reasonable time after the meetings. 21. The Audit 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. 22. Without prejudice to the generality of the duties of the Audit Committee set out in these Terms the Audit 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 23. The Audit 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 7