Dida Inc. — Board/Management Information 2004

Jun 21, 2004

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)

Resolutions passed at the Fifth Meeting of the 2004 Board of Directors

The Board is pleased to announce that the Fifth Meeting of the 2004 Board was duly convened on 18 June 2004, during which the resolutions set out below were duly passed.

The board (the “Board”) of directors (the “Directors”) of China Shipping Development Company Limited (the “Company”) is pleased to announce that the Fifth Meeting (the “Meeting”) of the 2004 Board was duly convened at 10 a.m., 18 June 2004 at 700 Dong Da Ming Road, Shanghai, the People's Republic of China (the “PRC”).

A quorum of Directors was present at the Meeting. Members of the Supervisory Committee of the Company and the senior management staff were also present at the Meeting. The Meeting was chaired by Mr. Li Shaode. The Meeting was duly convened in accordance with the relevant provisions of the PRC Company Law and the articles of association of the Company. The resolutions relating to the following matters were duly passed at the Meeting:

1. the election of (a) Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun, all being independent non-executive Directors, as members of the Audit Committee of the Company; and (b) Mr. Xie Rong as the chairman of the same Audit Committee;

2. the election of (a) Mr. Li Shaode, the Chairman, Mr. Sun Zhitang, Mr. Wang Daxiong and Mr. Yan Mingyi, all being executive Directors and Mr. Hu Honggao, an independent non-executive Director, as members of the Strategic Committee of the Company; and (b) Mr. Li Shaode as the chairman of the same Strategic Committee;

3. the approval of the resignation of Mr. Xu Zuyuan as an executive Director.

Due to the anticipated increase in commitments following his appointment as the vice Minister of the Ministry of Communications of the PRC, Mr. Xu has resigned as an executive Director. There has been no dispute between Mr. Xu and the Board. There are no matters that need to be brought to the attention of the holders of securities of the Company in relation to his resignation;

1. the approval of the nomination of Mr. Wang Kunhe for appointment as an executive Director, subject to the approval of the shareholders of the Company in a general meeting.

In compliance with Rule 13.51(2) of the Listing Rules, the relevant details of Mr. Wang Kunhe will be announced as soon as practicable after his appointment has been approved by the shareholders of the Company as referred to above;

1. the approval of a technology upgrade proposal of the Company for the year 2004.

In accordance with the principles of safety guarantee, energy saving, efficiency enhancement, compliance with conventional standardisation requirements and improvement of information technology and taking into account increase in utilisation rate and economic efficiency of the existing dead/weights of ships, the Company proposes to upgrade the technology of its medium and small sized ships. In this respect, the Company has compiled a proposal relating to such technology upgrade for the year 2004, with an estimated budget of approximately RMB126,162,000;

1. the approval of the proposed issue of RMB2,000,000,000 in principal amount of bonds convertible into new A shares (the “Convertible Bonds”) by the Company on such terms and conditions as the Directors may determine (subject to shareholders’ approval) and the related matters/documents which include but are not limited to:

(a) the feasibility study report on the issue of the Convertible Bonds;

(b) the matters relating to the application(s) for the issue of the Convertible Bonds; and

(c) the report entitled “Description of the use of proceeds in relation to the last capital raising exercise by the Company” and “The special report on the use of the proceeds in relation to the last capital raising exercise by China Shipping Development Company Limited issued by the Shanghai Zhong Hua Hu Yin C.P.A.; and

1. the convening of an extraordinary general meeting of the Company to consider, and if thought fit, approve, inter alia, the issue of the Convertible Bonds, the issue of the new A shares of the Company pursuant to any exercise of the conversion rights attached to the Convertible Bonds and the appointment of Mr. Wang Kunhe as an executive Director.

This announcement is made in compliance with the requirement under Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Company's A shares are listed on the Shanghai Stock Exchange, and it has been requested by the Shanghai Stock Exchange to make an announcement similar to this announcement.

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

18 June 2004

Shanghai, the PRC

* As at the date of this announcement, the Board of Directors of the Company is comprised of Mr. Li Shaode, Mr. Sun Zhitang, Mr. Wang Daxiong, Mr. Yan Mingyi and Mr. Yao Zuizhi 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.