Dida Inc. — Proxy Solicitation & Information Statement 2004

Jun 23, 2004

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 EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“EGM”) of China Shipping Development Company Limited (the “Company”) will be convened and held at Room 319, 700 Dong Da Ming Road, Shanghai, the People’s Republic of China on Tuesday, 17 August 2004 at 10:30 a.m. (the “PRC”) to consider and, if thought fit, approve the following resolutions:

Ordinary Resolution

1. “THAT Mr. Wong Kunhe be and is hereby appointed as an executive director of the Company and the board of directors of the Company be and is hereby authorised to make such amendments (if any) to the articles of association of the Company as it thinks fit so as to reflect any consequential changes resulting from such appointment.”*

Special Resolution

1. “THAT:

(a) conditional upon such approvals or consents being granted by the relevant PRC regulatory authorities for the issue by the Company of, bonds in the aggregate principal amount of RMB2,000,000,000 which are convertible into new A shares of normal value of RMB1 each of the Company (“A Shares”) (“Convertible Bonds”) and the new A Shares to be issued upon the exercise (if any) from time to time of the conversion rights attached to the Convertible Bonds, the issue by the Company of the Convertible Bonds on such terms and conditions as the directors of the Company (“Directors”) may determine be and is hereby approved and the Directors be and are hereby authorized to do all such further acts and things and execute all such further documents and take all such steps which in their opinion may be necessary for the issue the Convertible Bonds, provided that the aggregate A Shares which are convertible from the Convertible Bonds shall not exceed 20 per cent of the aggregate nominal amount of domestic shares of the Company in issue as of the date of this Resolution. The aforementioned approval and/or authority in relation to the issue of the Convertible Bonds shall expire twelve months after the date of this extraordinary general meeting unless otherwise revoked or varied by shareholders of the Company at a general meeting;

(b) contingent on the board of Directors resolving to issue the Convertible Bonds pursuant to sub-paragraph (a) of this Resolution, the Directors be and are hereby authorised to increase the registered capital of the Company and make all appropriate and necessary amendments to the Company’s articles of association at any time as the Directors think fit in order to reflect the increase in the registered capital of the Company and the new capital structure of the Company upon conversion (if any) of the Convertible Bonds, and the Directors be and are hereby authorized to carry out such increase, to make such amendments, to attend to and handle all necessary procedures and registrations regarding the amendments to the registered capital and articles of association of the Company; and

(c) conditional upon the issue of the Convertible Bonds, the Directors be and are hereby authorised to allot and issue, separately or concurrently, from time to time and in accordance with the terms and conditions of the Convertible Bonds, such number of new A Shares as may be required to be issued pursuant to the exercise of the conversion rights (if any) attached to the Convertible Bonds.”

21 June 2004

Shanghai

The People’s Republic of China

Notes

(1) Holders of the Company’s shares, including the Company’s overseas listed foreign shares (in the form of “H” shares) whose names appear on the Register of Members of the Company at close of business on 16 July 2004 are entitled to attend the EGM with their passports or other identity papers.

(2) The Register of Members of the Company will be closed from 17 July 2004 to 17 August 2004 (both days inclusive), during which time no share transfers will be effected.

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

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

(5) For holders of H shares, the instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized 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 authorization, and the form of proxy must be delivered to the Company’s registrar, Computershare Hong Kong Investor Service Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less that 24 hours before the time appointed for the holding of the EGM.

(6) Shareholders intending to attend the EGM should return the reply slip to the Secretary’s Office of the board of directors of the Company (the “Board”) before 27 July 2004 personally or by mail, cable or facsimile. Returning the reply slip in writing will not affect shareholders’ rights to attend in person.

(7) The EGM is expected to last no more than half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

(8) The details of the Secretary’s Office of the Board are as follows:

Room 1601, Shipping Tower, 700 Dong Da Ming Road, Shanghai

The People’s Republic of China

Post Code:	200080
Telephone:	(021) - 6596 7160, 6596 6165, 6596 7742 or 6596 6163
Facsimile:	(021) - 6596 6160

* The biographical details of Mr. Wong Kunhe are set out in the circular of the Company dated 23 June 2004.

As at the date of this announcement, the Board is comprised of Mr. Li Shaode, Mr. Sun Zhitang, 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.