Dida Inc. — Proxy Solicitation & Information Statement 2000

Apr 27, 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 1999 Annual General Meeting

Notice is hereby given that the 1999 Annual General Meeting of China Shipping Development Company Limited (the "Company") will be held at 2:00 p.m. on 15th June, 2000 at Room 1016, 700 Dong Da Ming Road, Shanghai, The People's Republic of China for the purpose of considering and, if thought fit, approving the following resolutions:-

As ordinary resolutions:-

1. to consider and approve the 1999 report of the board of directors of the Company;

2. to consider and approve the 1999 report of the board of supervisors of the Company;

3. to consider and approve the audited financial statements of the Company as at 31st December, 1999;

4. to consider and approve the proposed profit distribution plan of the Company for 1999;

5. to determine the remuneration of the directors and supervisors of the Company for 2000; and

6. to consider and approve the appointment of Ernst & Young (certified public accountants in Hong Kong) as the Company's international auditors, to hold office until the conclusion of the 2000 Annual General Meeting, and to authorise the board of directors of the Company to determine their remuneration;

As special resolutions:-

1. to authorise the board of directors of the Company to make such amendments to Articles 19 and 20 of the articles of association of the Company as it thinks fit so as to increase the share capital of the Company and reflect the new capital structure of the Company upon the allotment and issuance of shares of the Company as contemplated in special resolution (8) below; and

2. subject to the passing of special resolution (7) above, to approve generally and unconditionally the exercise by the board of directors of the Company during the Relevant Period of all the powers of the Company to separately or concurrently allot and issue domestic invested shares or overseas listed foreign invested shares which shall not exceed twenty per cent. (20%) of each of the total number of issued domestic invested shares and overseas listed foreign invested shares of the Company.

For the purpose of the special resolutions above, "Relevant Period" means the period from the passing of these special resolutions until whichever is the earlier of:-

(1) the conclusion of the next Annual General Meeting of the Company following the passing of these special resolutions; or

(2) the expiration of the 12 month period following the passing of these special resolutions; or

(3) the date on which the authority set out in these special resolutions is revoked or varied by a special resolution of the shareholders of the Company at general meeting.

By Order of the Board

Ye Yumang

Company Secretary

Shanghai, the People's Republic of China

27th April, 2000

The Registered Office:-

168 Yuanshen Road

Shanghai

The People's Republic of China

Notes:-

1. Holders of the Company's overseas listed foreign invested shares (in the form of "H" Shares) whose names appear on the register of members of the Company at the close of business on 16th May, 2000 are entitled to attend the Annual General Meeting with their passports or other identity papers.

2. The register of members of the Company will be closed from 17th May, 2000 to 15th June, 2000 (both days inclusive), during which time no share transfers will be effected.

3. Each shareholder who has right to attend and vote at the Annual 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 Annual General Meeting.

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

5. 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, of 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 Annual General Meeting.

6. Shareholders intending to attend the Annual General Meeting should return the reply slip to the Secretary's office of the board of directors of the Company before 25th May, 2000 personally or by mail, cable or facsimile. Failure to return the reply slip will not affect shareholders' rights to attend the Annual General Meeting in person.

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

8. 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

Postal Code: 200080

Tel: 86(21) 6501 3329

Fax: 86(21) 6596 6886

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