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Dida Inc. AGM Information 2007

Nov 26, 2007

50671_rns_2007-11-26_0c537e31-e6e1-4c02-ab65-d3bec4e38d21.pdf

AGM Information

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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 THE EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) will be held at 2:00 p.m. on Friday, 18 January 2007 at 700 Dong Da Ming Road, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolutions as ordinary resolutions and special resolution (as the case may be):

Ordinary Resolutions:

  1. THAT the four construction agreements all dated 22 October 2007 between the Company, Dalian Shipbuilding Industry Company Limited and China Shipbuilding International Trading Company Limited, each for the construction of one very large iron ores carrier (“ VLOC ”) (for a total of four VLOCs), details of which are set out in the circular (the “ Circular ”) of the Company dated 26 November 2007, be and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  2. THAT the four construction agreements all dated 27 October 2007 between the Company, CSSC Guangzhou Longxue Shipbuilding Co., Ltd and China Shipbuilding Trading Co., Ltd., each for the construction of one VLOC (for a total of four VLOCs), details of which are set out in the Circular, be and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorized to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  3. THAT the four bareboat charterparties all dated 14 November 2007 between the Company and China Shipping Container Lines Co., Ltd. for the leasing of the container vessels “Xiang Li”, “Xiang Mao”, “Xiang Yue” and “Xiang Zhuang”, details of which are set out in the Circular, be and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorised to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  4. THAT the five bareboat charterparties all dated 14th November 2007 between each of Xiang Da Shipping S.A., Xiang Xing Shipping S.A., Xiang Wang Shipping S.A. and Xiang Xiu Shipping S.A. and China Shipping Container Lines (Asia) Co., Ltd. for the leasing of the container vessels “Xiang Da”, “Xiang Xiu”, “Xiang Xing”, “Xiang Wang”, “Xiang Zhu”, details of which are set

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out in the Circular, be and are hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorised to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  1. THAT the bareboat charterparty dated 14 November 2007 between the Shanghai Maritime Enterprises Corp. and the Company for the leasing of the tanker “Da Qing 88”, details of which are set out in the Circular, be and is hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorised to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  2. THAT the bareboat charterparty dated 14 November 2007 between the China Shipping (Hong Kong) Holdings Co., Ltd. and Xi Chuan Shipping S.A. for the leasing of the tanker “Song Lin Wan”, details of which are set out in the Circular, be and is hereby approved, ratified and confirmed; and the directors of the Company be and are hereby authorised to do such other acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the agreements.”

  3. THAT the appointment of Mr. Zhu Yongguang as an independent non-executive director of the Company be and is hereby approved.”

  4. THAT the appointment of Mr. Yu Shicheng as a supervisor of the Company be and is hereby approved.”

  5. THAT the purchase of liability insurance policy for the Company’s directors, supervisors and senior management at AIU Insurance Company at the rate of US$39,000 for a cover period of 1 year be and is hereby approved, and the directors of the Company be and are hereby authorised to arrangement renewal of such insurance policy upon its expiry.”

Details of Proposed Director and Supervisor for election at the EGM

Mr. Zhu Yongguang (“Mr. Zhu”)

Mr. Zhu, aged 62, graduated from Wuhan School of River Transportation in 1965 majoring in navigation. Since 1984, Mr. Zhu has been Chief of Production Scheduling Division of Oceanic Administration under the Ministry of Communications, Chief of Integrated Transport Division of the Air Transport Regulation Department under the Ministry of Communications, and from 1992 onwards, Mr. Zhu has been Director General of Air Transport Regulation Department and Deputy Director General of Water and Transport Department. Between July 1988 to April 2007, Mr. Zhu served as the Director General of the Department of Restructuring, Laws and Regulations.

In accordance with the articles of association of the Company, Mr. Zhu’s appointment will be with effect from 18 January 2008 until 25 May 2009 subject to shareholders’ approval. Mr. Zhu will enter into a service contract with the Company. Save as disclosed above, Mr. Zhu did not hold any directorship in listed public companies in the last three years, and he is not related to any director, senior management or substantial or controlling shareholder of the Company. He is not interested in

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any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Zhu will be entitled to an annual service fee of RMB80,000. Save as aforesaid, he will not be entitled to any remuneration nor bonus payments as a Director. There is no other information relating to the appointment of Mr. Zhu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the shareholders of the Company.

Mr. Yu Shicheng (“Mr. Yu”)

Mr. Yu, aged 53, graduated from Shanghai Maritime University majoring in ocean shipping and obtained a master’s degree in law science in 1986 from the same university. He obtained his doctoral degree in law science in 2007 from East China University of Political Science. Mr. Yu is currently a professor and the president of Shanghai Maritime University, vice chairman of China Navigation Association, vice chairman of China Maritime Law Association, member of the Expert Committee of the Ministry of Communications of P.R.C. and an arbitrator of China Maritime Arbitration Commission.

In accordance with the articles of association of the Company, Mr. Yu’s appointment will be with effect from 18 January 2008 until 25 May 2009 subject to shareholders’ approval. Mr. Yu will enter into a service contract with the Company. Save as disclosed above, Mr. Yu did not hold any directorship in listed public companies in the last three years, and he is not related to any director, senior management or substantial or controlling Shareholder of the Company. He is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of appointment, Mr. Yu will be entitled to an annual service fee of RMB80,000. Save as aforesaid, he will not be entitled to any remuneration nor bonus payments as a supevisor. There is no other information relating to the appointment of Mr. Yu that is required to be disclosed pursuant to Rule 13.52(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the shareholders of the Company.

Special Resolution

  1. THAT article 133 of the articles of association of the Company be amended from “The Supervisory Committee shall comprise three to five persons, one of which shall be the chairman of the Supervisory Committee” to “The Supervisory Committee shall comprise three to nine persons, one of which shall be the chairman of the Supervisory Committee” with other contents remain unchanged.”

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

26 November 2007 Shanghai The People’s Republic of China

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  • (A) The H share register of the Company will be closed from Wednesday, 19 December 2007 to Thursday, 17 January 2008 (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 Tuesday, 18 December 2007, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company’s H share registrar not later than 4:00 p.m. on Tuesday, 18 December 2007.

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 EGM, must complete the reply slips for attending such meetings 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 EGM, i.e. no later than Saturday, 29 December 2007.

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 EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

  • (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, Hong Kong Registrars Limited, at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.

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  • (F) Each holder of A 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 EGM. Notes (C) to (D) also apply to holders of A 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 EGM or any adjournment, thereof in order for such documents to be valid.

  • (G) If a proxy attends the EGM 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 EGM, such legal representative should produce his identity 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 EGM, such representative should produce his identity card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.

  • (H) Set out below is the procedure by which shareholders and the chairman of any shareholders’ meeting may demand a poll pursuant to article 74 of articles of association of the Company:

  • “At any general meeting of shareholders, a resolution shall be decided on a show of hands unless a poll is demanded before or after any vote by show of hands by:

  • (1) the chairman of the meeting;

  • (2) at least two shareholders, who possess the right to vote, present in person or by proxy; or

  • (3) any shareholder or shareholders present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all shareholders having the right to attend and vote at the meeting.

Unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has on a show of hands been carried or not carried and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded for or against such resolution.

A demand for a poll may be withdrawn by the person who made the demand.”

  • (I) The EGM is expected to last an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

As at the date of this announcement, the Board of Directors of the Company is comprised of Mr. Li Shaode, Mr. Ma Zehua, Mr.Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Mao Shijia and Mr. Wang Kunhe as executive directors, Mr. Ma Xun, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive directors.

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