Dida Inc. — Proxy Solicitation & Information Statement 2000

Jul 4, 2000

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an extraordinary general meeting of China Shipping Development Company Limited (the "Company") will be held at 1:30 p.m. on 18 August, 2000 at Room 1016, 700 Dong Da Ming Road, Shanghai, The People's Republic of China (the "Extraordinary General Meeting") for the following purposes:-

As Ordinary Resolutions:-

(1) To re-elect the existing members of the board of directors of the Company, being Li Kelin, Li Shaode, Wang Daxiong, Yan Mingyi, Xu Zuyuan, Yu Zenggang, Shen Kangchen and Zhang Qi for a new term of three years commencing on 18 August, 2000;

(2) To appoint Zhang Deng Hui and Wang Kangtian as directors of the Company for a term of three years commencing on 18 August, 2000; and

(3) To re-elect Dai Jinxiang and Liu Guoxiong as supervisors of the Company for a new term of three years commencing on 18 August, 2000.

By order of the Board

China Shipping Development Company Limited

Ye Yumang

Company Secretary

3 July, 2000

The Registered Office:-

700 Dong Da Ming Road

Shanghai

The People's Republic of China

Post Code: 200080

Notes:-

(1) Mr. Zhang Deng Hui, aged 40, is head of the Transportation Division of China Shipping (Group) Company, and a senior engineer by profession. He was formerly a ship captain of Shanghai Shipping (Group) Company, Vice General Manager of Shanghai Shipping Passenger Transportation Company, Vice Chief Captain of Shanghai Shipping (Group) Company and Vice General Manager of Dalian Shipping (Group) Company. Mr. Zhang graduated from Dalian Maritime University with a professional qualification in marine piloting. Mr. Zhang, who has engaged in shipping enterprise management for years, has accumulated extensive experience in shipping management.

(2) Mr. Wang Kangtian, aged 35, is Head of Planning & Financial Division of China Shipping (Group) Company. An accountant by profession, Mr. Wang is also a member of Guangdong Accounting Society. He joined Guangzhou BOMTA in 1988, and was formerly Section Chief, then Assistant Head of Financial and Accounting Department in Guangzhou Maritime Transport Group. Since 1997, he has been in China Shipping (Group) Company, accumulating substantial experience in finance and accounting. Mr. Wang graduated from the Finance Department in Anhui Institute of Finance and Trade in 1988.

(3) Holders of the Company's overseas listed foreign shares (in the form of "II" shares) whose names appear on the Registrar of Members of the Company at the close of business on 18 July, 2000 are entitled to attend the Extraordinary General Meeting with their passports or other identity papers.

(4) The Register of Members of the Company will be closed from 19 July, 2000 to 18 August, 2000 (both days inclusive), during which time no share transfers will be effected.

(5) Each shareholder who has right to attend and vote at the Extraordinary General Meeting is entitled to appoint one or more proxies, whether they are shareholders or not, to attend and vote on his behalf at the Extraordinary General Meeting.

(6) A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

(7) 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. To be valid, the notarially certified power of attorney, or other document of authorisation, and the form of proxy must be delivered to the Company's registrar HKSCC Registrars Limited on 2nd Floor, Vicwood Plaza, 199 Des Voeux Road, Central, Hong Kong, not less than 24 hours before the time appointed for the holding of the Extraordinary General Meeting.

(8) Shareholders intending to attend the Extraordinary General Meeting should return the reply slip to the Secretary's office of the Board before 28 July, 2000 personally or by mail, cable or facsimile. Returning the reply slip in writing will not affect shareholders' rights to attend in person.

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

(10) The details of the Secretary's Office of the Company are as follows:-

Room 1716, 700 Dong Da Ming Road, Shanghai

The People's Republic of China

Post Code: 200080

Telephone: 021-6501 3329

Facsimile: 021-6596 6886

"Please also refer to the published version of this announcement in the South China Morning Post"