Dida Inc. — AGM Information 2004

Apr 14, 2004

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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 1138)

NOTICE OF 2003 ANNUAL GENERAL MEETING PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION BOOK CLOSURE

NOTICE OF 2003 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual General Meeting (the “ AGM ”) of China Shipping Development Company Limited (the “ Company ”) for the year ended 31 December 2003 will be held at 9:30 a.m. on Thursday, 10 June 2004 at 700 Dong Da Ming Road, Shanghai, The People’s Republic of China, to consider, approve and authorize the following businesses:

Ordinary Resolutions

1. to consider and approve the 2003 Report of the Board of Directors of the Company;

2. to consider and approve the 2003 Report of the Supervisory Committee of the Company;

3. to consider and approve the 2003 audited financial report of the Company;

4. to consider and approve the proposed profit distribution plan of the Company for 2003;

5. to consider and approve the remuneration of the Directors and Supervisors of the Company for 2004;

6. to consider and approve, the reappointment of Shanghai Zhonghua Huying C.P.A. and Ernst & Young as the domestic and international auditors of the Company for 2004 respectively, and the authorization to the Board of Directors of the Company to determine their remuneration;

7. to consider and approve the appointment of Mr. Sun Zhitang as a Director of the Company;

8. to consider and approve the establishment of the audit committee of the Board of Directors of the Company; and

9. to consider and approve the establishment of the strategy committee of the Board of Directors of the Company.

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And as special business, to consider and, if thought fit, to pass the following, as a special resolution:

Special Resolution

1. “ THAT amendments be made to the Articles of Association of the Company in order to reflect (i) the relevant provisions of Appendix 3 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited which came into effect on 31 March 2004; and (ii) the requirements stipulated by, Article 31 of the “Guidelines for Corporate Governance of Listed Companies” and the “Circular on Certain Issues regarding Regulation of Capital Transfer between Listed Companies and their Connected Parties and Provision of Guarantee by Listed Companies to Outside Parties”. The details of the amendments are as follows:

2. (a) New fourth and fifth paragraphs (as set out below) shall be added to Article 7 of the Articles of Association of the Company.

   • “Pursuant to the relevant stipulations of the “Guidelines for Corporate Governance of Listed Companies” the “Circular on Certain Issues regarding Regulation of Capital Transfer between Listed Companies and their Connected Parties and Provision of Guarantee by Listed Companies to Outside Parties” and the amended Listing Rules which became effective on 31 March 2004, the Company’s Articles of Association was amended and submitted for approval by shareholders at the 2003 Annual General Meeting. The original Articles of Association have been approved by the department in charge of examination and approval of companies as authorized by the State Council and by the Securities Commission of the State Council and have been registered with the State Administrative Bureau for Industry and Commerce of China, and became effective as from the date of their registration.

The amended Articles of Association shall become effective after they have been approved by the shareholders of the Company at the Company’s 2003 Annual General Meeting and registered with the State Administrative Bureau for Industry and Commerce of China.”

• (b) A new fourth paragraph (as set out below) shall be added to Article 72 of the Articles of Association of the Company.

“That, where any shareholder is, under the Exchange Listing Rules (as such term is defined in The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited), required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.”

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• (c) The first sentence of paragraph 3 of Article 97 of the Articles of Association of the Company shall be deleted in its entirety and replaced by the following:

“That the period for lodgment of the notices to the Company (i) by any shareholder of his/her/its intention to propose a person for election as a director; and (ii) by such nominee of his/her willingness to be elected, will commence no earlier than the day after the dispatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting, provided that the minimum length of period during which such notices may be given, will be at least 7 days.”

• (d) Paragraph 2 and 3 of Article 148 of the Articles of Association of the Company shall be deleted in its entirety and replaced by the following:

“Subject to the exceptions set out in Note 1 of paragraph 4(1) of Appendix 3 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his associates (as such term is defined in The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) has a material interest nor shall he be counted in the quorum present at the same board meeting.”

• (e) New Articles 152 and Article 153 shall be added to the Articles of Association of the Company and all subsequent Articles shall be renumbered accordingly:

“Article 152

The Company shall observe the following principles when providing guarantee to any outside party:

• (1) the Company shall not provide guarantee for the shareholders of the Company, subsidiaries of such shareholders, any non-legal person or individual;

• (2) the Company shall not directly or indirectly provide guarantee for any debt of any company whose asset-liability ratio exceeds 70%;

• (3) the company for which a guarantee is provided shall provide counterguarantee to the Company. The company providing such counter-guarantee shall have the necessary financial means to provide such counter-guarantee;

• (4) the total accumulative amount of guarantee provided by the Company to outside parties shall not exceed 50% of the net asset as shown on the consolidated accounting statement for its latest accounting year.

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Article 153

The Company shall follow the following examination and approval procedures when providing guarantee to outside parties:

• (1) the company for which a guarantee is provided shall submit a written application to the Company and the finance department of the Company shall investigate and verify the creditworthiness of the company for which a guarantee is proposed to be provided;

• (2) if the management of the Company consider that the company for which a guarantee is provided meets the relevant requirements set forth in Article 152 above and that there is a genuine necessity for providing guarantee for such company based on the Company’s aforementioned investigation and verification report and all relevant information submitted to the finance department of the Company, they may submit the relevant guarantee application of the outside party to the Board of Directors of the Company for approval; and

• (3) the provision of guarantee by the Company to outside parties requires approval by two thirds or more of all members of the Board of Directors of the Company or shareholders at a shareholders’ meeting of the Company.”

Notes:

• (A) The H Share register of the Company will be closed from Tuesday, 11 May 2004 to Thursday, 10 June 2004 (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 at the close of business on Monday, 10 May 2004, are entitled to attend and vote at the Annual General Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the Annual General Meeting, share transfer documents should be lodged with the Company’s H share registrar not later than 4:00 p.m. on Monday, 10 May 2004.

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

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

• (B) Holders of H Shares and Domestic Shares, who intend to attend the Annual General Meeting, must complete the reply slips for attending the Annual General 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 Annual General Meeting, i.e. no later than Friday, 21 May 2004.

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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, 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 Annual General 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 Annual General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Each shareholder who wishes to appoint one or more proxies should first review the annual report of the Company for the year 2003.

• (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) 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, Computershare Hong Kong Investor Services Limited, at Rooms 1901-5, 19/F Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the Annual General Meeting or any adjournment thereof in order for such documents to be valid.

• (F) Each holder of Domestic 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 Annual General Meeting. Notes (C) to (D) also apply to holders of Domestic 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 (B) above, not less than 24 hours before the time for holding the Annual General Meeting or any adjournment, thereof in order for such documents to be valid.

• (G) If a proxy attends the Annual General Meeting on behalf of a shareholder, he should produce his ID 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 Annual General Meeting, such legal representative should produce his/her ID card and valid documents evidencing his capacity as such legal representative. If a legal person share shareholder appoints a representative of a company other than its legal representative to attend the Annual General Meeting, such representative should produce his ID card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.

• (H) The Annual General Meeting is expected to last for half a day. Shareholders attending the Annual General Meeting are responsible for their own transportation and accommodation expenses.

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

It is proposed that the Articles of Association of the Company be amended to reflect the provisions of Appendix 3 to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”). Such amendments involve conformation with the following:

• (1) where any shareholder is, under the Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted;

• (2) the minimum 7-day period for lodgment by any shareholder of the Company of the notice to nominate a director shall commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days before the date of such meeting; and

• (3) directors shall abstain from voting at the board meeting on any matter in which any of his associates has a material interest and are not to be counted towards the quorum of the relevant board meeting.

It is also proposed that the Articles of Association of the Company be amended to reflect the requirements stipulated by Article 31 of the “Guidelines for Corporate Governance of Listed Companies” and the “Circular on Certain Issues regarding Regulation of Capital Transfer between Listed Companies and their Connected Parties and Provision of Guarantee by Listed Companies to Outside Parties”.

The above proposed amendments are subject to the approval of the shareholders of the Company in the AGM by way of a special resolution.

CLOSURE OF SHARE REGISTER

The H Share register of the Company will be closed from Tuesday, 11 May 2004 to Thursday, 10 June 2004 (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 at the close of business on Monday, 10 May 2004, are entitled to attend and vote at the AGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the AGM, share transfer documents should be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4 p.m. on Monday, 10 May 2004.

By Order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary

13 April 2004 Shanghai The People’s Republic of China

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• As at the date of this announcement, the Board of Directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Zuyuan, Mr. Wang Daxiong, Mr. Yan Mingyi and Mr. Yao Zuozhi as executive directors, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive directors.

Please also refer to the published version of this announcement in The Standard.

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