Dida Inc. — Proxy Solicitation & Information Statement 2004

Jan 30, 2004

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in China Shipping Development Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [65 x 49] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

RENEWAL OF ON-GOING CONNECTED TRANSACTIONS WAIVER

Independent Financial Adviser to the Independent Board Committee

GUOTAI JUNAN CAPITAL LIMITED

A letter from the Independent Board Committee is set out on page 14 of this circular and the letter from the Independent Financial Adviser who has been appointed to advise the Independent Board Committee is set out on pages 15 to 20 of this circular.

A notice convening an extraordinary general meeting of China Shipping Development Company Limited to be convened and held at 11:00 a.m. Tuesday, 9 March 2004 at Room 319, 700 Dong Da Ming Road, Shanghai, The People’s Republic of China is set out on pages 24 to 25 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event by no later than 24 hours before the time appointed for the holding of the meeting. Completion and return of the proxy form will not preclude you from attending and voting at the above meeting or any adjournment thereof should you wish to do so.

30 January 2004

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Chairman
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	On-going Connected Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Previous Waiver and Historical Figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	New Cap Amounts of the On-going Connected Transactions . . . . . . . . . . . . . . . . . .	9
6.	Application for Renewal of Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
8.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
9.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
Letter from Guotai Junan Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
Appendix	— Statutory and General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
**Notice of **	extraordinary general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24

— i —

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

==> picture [457 x 582] intentionally omitted <==

----- Start of picture text -----

|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
|“Agreed|Supplies”|the|necessary|supporting|shipping|materials|and|services|to|be|
|provided|to|the|Company|pursuant|to|the|Revised|Services|
|Agreement|(as|amended|by|the|Supplemental|Revised|
|Services|Agreement)|
|“Board”|the|board|of|Directors|
|“Cap|Amounts”|the|maximum|amounts|of|the|Agreed|Supplies|under|the|
|Revised|Services|Agreement|(as|amended|by|the|
|Supplemental|Revised|Services|Agreement)|for|each|of|the|
|three|years|ending|31|December|2006|expressed|as|a|
|percentage|of|the|annual|turnover|of|the|Group|for|the|
|corresponding|financial|year,|details|of|which|are|set|out|in|
|condition|(g)|of|the|waiver|application|in|the|section|entitled|
|“Application|for|renewal|of|waiver”|in|the|Letter|from|the|
|Chairman|
|“Company”|China|Shipping|Development|Company|Limited|
|“Director(s)”|the|director(s)|of|the|Company|
|“EGM”|the|extraordinary|general|meeting|of|the|Company|to|be|
|convened|and|held|at|11:00|a.m.|on|9|March|2004|
|“Group”|the|Company|and|its|subsidiaries|
|“Guotai|Junan”|Guotai|Junan|Capital|Limited,|being|a|licensed|corporation|
|under|the|SFO|for|carrying|on|type|6|(advising|on|corporate|
|finance)|regulated|activity,|which|has|been|appointed|as|the|
|Independent|Financial|Adviser|to|the|Independent|Board|
|Committee|in|respect|of|the|On-going|Connected Transactions|
|“Holding|Company”|China|Shipping|(Group)|Company|(|),|the|
|controlling|shareholder|of|the|Company|
|“Holding|Company|Group”|China|Shipping|(Group)|Company|and|its|subsidiaries|
|“Hong|Kong”|the|Hong|Kong|Special|Administrative|Region|of|the|PRC|
|“HK$”|Hong|Kong|dollars,|the|lawful|currency|of|Hong|Kong|
|“Independent|Board|Committee”|an|independent|committee|of|the|board|of|Directors,|which|
|comprises|of|all|the|Independent|Directors|
|“Independent|Directors”|independent|non-executive|directors|of|the|Company|

----- End of picture text -----

— 1 —

DEFINITIONS

“Independent Financial Adviser”	the independent financial adviser appointed to advise the
	Independent Board Committee in relation to the On-going
	Connected Transactions
“Independent Shareholder(s)”	the shareholder(s) of the Company other than Holding
	Company and its associates
“Latest Practicable Date”	28 January 2004, being the latest practicable date before the
	printing of this circular for ascertaining certain information
	contained in this circular
“Listing Rules”	The Rules Governing the Listing of Securities on the Stock
	Exchange
“New Holding Company Group”	Holding Company, its subsidiaries and its jointly controlled
	entities
“On-going Connected	the on-going connected transactions contemplated under the
Transactions”	Revised Services Agreement (as amended by the
	Supplemental Revised Services Agreement)
“PRC” or “State”	People’s Republic of China
“Previous Circular”	the circular issued by the Company on 23 April 2001
	concerning the Previous Waiver Application
“Previous Waiver”	the waiver granted by the Stock Exchange on 23 April 2001 in
	respect of the Previous Waiver Application
“Previous Waiver Application”	the application for an on-going connected transactions waiver
	made by the Company on 20 April 2001 in relation to the
	provision of the Agreed Supplies
“Revised Services Agreement”	the supply of shipping materials and services agreement dated
	3 April 2001 between the Company and Holding Company
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	the shareholder(s) of the Company
“Shares”	shares of the Company, including State-owned domestic
	shares of RMB1.00 each, A shares of RMB1.00 each and H
	shares of RMB1.00 each
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong

— 2 —

DEFINITIONS

“State Price”	the price stipulated from time	to time by the relevant pricing
	authorities of the PRC national government or municipal
	government of Shanghai	Municipality or any PRC
	governmental body
“Stock Exchange”	The Stock Exchange of Hong	Kong Limited
“Supervisor(s)”	the members of the supervisory committee of the Company
“Supplemental Revised Services	the agreement dated 8 January 2004 between the Company
Agreement”	and Holding Company, which	is supplemental to the Revised
	Services Agreement

Unless otherwise specified, translation of Renminbi into Hong Kong dollars is based on the exchange rate of HK$1.00 = RMB1.06

— 3 —

LETTER FROM THE CHAIRMAN

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

Executive Directors: Li Kelin (Chairman) Li Shaode (Vice Chairman) Xu Zuyuan Wang Daxiong Yan Mingyi Yao Zuozhi

Independent Directors:

Hu Honggao Xie Rong Zhou Zhanqun

Registered Office: 168 Yuanshen Road Shanghai The PRC

Principal place of business in Hong Kong: 39th Floor, Gloucester Tower The Landmark 11 Pedder Street Central Hong Kong 30 January 2004

To the Shareholders

Dear Sir/Madam,

RENEWAL OF ON-GOING CONNECTED TRANSACTIONS WAIVER

1. INTRODUCTION

The Previous Waiver granted by the Stock Exchange on 23 April 2001 from strict compliance with the relevant requirements of the Listing Rules in respect of the On-going Connected Transactions as disclosed in the Previous Circular expired on 31 December 2003. The Company has applied to the Stock Exchange for the renewal of the On-going Connected Transactions waiver. Details of such application and the relevant information relating thereto are set out in the announcement of the Company dated 8 January 2004.

The purpose of this circular is to provide you with further information relating to the On-going Connected Transactions, advice of Guotai Junan to the Independent Board Committee and the recommendation of the Independent Board Committee.

— 4 —

LETTER FROM THE CHAIRMAN

2. BACKGROUND

As disclosed in its announcement of 3 April 2001, the Company entered into the Revised Services Agreement with Holding Company on 3 April 2001, pursuant to which Holding Company agreed to provide (or procure its subsidiaries to provide) the Agreed Supplies. In relation to the provision of the Agreed Supplies which constitute connected transactions of the Company, the Company made the Previous Waiver Application and had the relevant details concerning the Previous Waiver Application set out in the Previous Circular. The Stock Exchange granted the waiver as requested in the Previous Waiver Application to the Company on 23 April 2001. The Company had the relevant details concerning the Previous Waiver set out in its announcement of the same date.

The Company and Holding Company entered into the Supplemental Revised Services Agreement on 8 January 2004. Pursuant to the Supplemental Revised Services Agreement, the Company and Holding Company have agreed to expand the definition of “Holding Company Group” in the Revised Services Agreement to include Holding Company’s jointly controlled entities in addition to the New Holding Company Group, with effect from 1 January 2004. A “jointly controlled entity” is a joint venture company which is subject to joint control, resulting in none of the participating parties having unilateral control over the economic activity of the jointly controlled entity. Such information was disclosed in the Company’s announcement dated 8 January 2004.

3. ON-GOING CONNECTED TRANSACTIONS

Provision of Agreed Supplies by New Holding Company Group to the Company

Transaction nature:

The Company entered into the Revised Services Agreement with Holding Company on 3 April 2001 for a term of 10 years whereby Holding Company has agreed to provide (or procure other members of its group, being Holding Company’s subsidiaries, to provide) to the 20 oil tankers acquired by the Company pursuant to the acquisition agreement it entered into with Guangzhou Maritime Transport (Group) Company Limited on 3 April 2001, as well as other vessels owned by the Company, the Agreed Supplies for their ongoing operations.

Pursuant to the Supplemental Revised Services Agreement, the Company and Holding Company have agreed in effect that Holding Company would provide (or procure other members of the New Holding Company Group to provide) the Agreed Supplies with effect from 1 January 2004.

The Agreed Supplies include supply of:

1. lubricating oil, fresh water, raw materials, bunker oil, materials for the supply of mechanical and electrical engineering services, materials for ship utilities and materials for repairs and maintenance of vessels and life boats;

2. materials for whitewashing of and oily water treatment for vessels;

— 5 —

LETTER FROM THE CHAIRMAN

1. crew hiring services;

2. installation, repairs and maintenance of telecommunication and navigational services;

3. drydocking and repair services;

4. accommodation, lodging, employee transportation and shipping navigational services;

5. medical services;

6. miscellaneous management services (provision of education and training, rental of office premises, maritime services, safety services, fire-prevention services, file and data management services and motor vehicle transportation); and

7. agency services (charterparty and goods delivery).

Upon the commencement of the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement), Holding Company has been providing and shall continue to provide (or procure its subsidiaries, or as from 1 January 2004, procure other members of the New Holding Company Group to provide) to the Company the Agreed Supplies in such quantities and in such manner as may be agreed between the Company and Holding Company from time to time.

The Company has been notifying and shall continue to notify Holding Company of its actual requirement of each of the Agreed Supplies for each month no later than the 18th day of the preceding month.

No Agreed Supplies shall be terminated by Holding Company unless the Company has confirmed in writing that it shall be able to source such supply from a third party on terms satisfactory to the Company. Subject to such provision, either party may terminate the provision or acceptance of an Agreed Supply by serving a termination notice on the other, the period of such notice shall not be less than the pre-agreed minimum period in respect of that Agreed Supply. Such termination of any Agreed Supply shall have no effect on the provision of any other Agreed Supplies.

Connected persons:

Holding Company holds approximately 50.51% of the issued share capital of the Company and is the controlling shareholder of the Company. Each of Holding Company, its subsidiaries and its jointly controlled entities (which it and/or such other company or companies taken together are directly or indirectly interested so as to exercise or control the exercise of 30% (or such lower amount as applies under Listing Rule 19A.04(a)(iii)) or more of the voting power at general meetings, or to control the composition of a majority of the board of directors) therefore constitutes a connected person of the Company under the Listing Rules.

— 6 —

LETTER FROM THE CHAIRMAN

Pricing basis:

The fees for the Agreed Supplies are determined by reference to the State Price. If a State Price is not available for any of the Agreed Supplies, reference will be made to its market price. Where there is no market price, a price based on the actual book cost incurred by Holding Company or its subsidiaries or any other members of the New Holding Company Group (as from 1 January 2004) for providing the Agreed Supplies will be referred to. If the actual book cost cannot be ascertained, a price agreed by the parties as being fair and reasonable will be adopted. Such price will be determined by reference to the prices that would be charged by independent third parties making supplies similar to the Agreed Supply in the vicinity near the Shanghai Municipality or such other cities/provinces which could act as appropriate comparables. The Directors have confirmed that such price will not be less favourable than those available from independent third parties to the Company. The aggregate fee for the Agreed Supplies will depend on the quantity of the Agreed Supplies provided to the Company.

The market price for any Agreed Supply shall be determined by reference to the lower of the following:

• (a) the price that would be charged by a third party making a supply similar to the Agreed Supply in the vicinity of Shanghai Municipality, where applicable (or where there are more than one such party, the average of the prices that would be charged by such parties); and

• (b) the price charged by Holding Company (or by its subsidiaries or any other members of the New Holding Company Group (as from 1 January 2004), as the case may be) providing that Agreed Supply to an independent third party on a previous occasion (if any).

The Directors consider that the actual book cost pricing basis may normally only be applicable in the provision of certain miscellaneous management services. In those circumstances, all the relevant actual book costs are readily ascertainable. The only circumstance where such costs may possibly not be ascertainable, would be when those services are provided to various parties and it is difficult if not impossible to effectively apportion the relevant costs.

The Board has confirmed that:

• (a) the pricing basis agreed between the Company and Holding Company for the Agreed Supplies is fair and reasonable, was negotiated on an arm’s length basis and constitutes a normal commercial term; and

• (b) save for the variation as stated in the Supplemental Revised Services Agreement, none of the terms of the Revised Services Agreement has been altered.

Reason for the transaction:

The Agreed Supplies are essential to the operation of the shipping business of the Company.

— 7 —

LETTER FROM THE CHAIRMAN

4. PREVIOUS WAIVER AND HISTORICAL FIGURES

The Stock Exchange granted the Previous Waiver on 23 April 2001 from strict compliance with the relevant requirements of the Listing Rules in respect of the On-going Connected Transactions for a period of three financial years up to 31 December 2003. The relevant cap amounts and the historical figures for each of the On-going Connected Transactions (including the percentages of the relevant annual turnover of the Group they represent) for the following periods are set out below:

				For the
				financial
	01-03	For the	For the	year ended
	Annual	financial	financial	2003
Transactions	Caps	year 2001	year 2002	(estimate)
	(%)	(RMB’000)	(RMB’000)	(RMB’000)
supply of lubricating oil, fresh water, raw	18.1	517,853	603,808	729,669
materials, bunker oil, materials for the		(13.2%)	(14.7%)	(17.8%)*
supply of mechanical and electrical
engineering services, materials for ship
utilities and materials for repairs and
maintenance of vessels and life boats
materials for whitewashing of and oily	0.2	6,603	7,940	9,401
water treatment for vessels		(0.1%)	(0.1%)	(0.2%)*
crew hiring services	4.3	97,583	141,011	150,357
		(2.5%)	(3.4%)	(3.6%)*
installation, repairs and maintenance of	0.7	14,822	10,383	11,944
telecommunication and navigational		(0.3%)	(0.2%)	(0.2%)*
services
drydocking and repairs services	6.3	245,420	241,275	239,866
		(6.3%)	(5.8%)	(5.8%)*
accommodation, lodging, employee	0.2	5,440	6,929	832
transportation and shipping		(0.1%)	(0.1%)	(0.0175%)*
navigational services
medical services	0.6	4,736	522	1,760
		(0.1%)	(0.012%)	(0.037%)*
miscellaneous management services	1.9	43,374	43,724	53,870
(provision of education and training,		(1.1%)	(1.0%)	(1.3%)*
rental of office premises, maritime
services, safety services, fire-
prevention services, file and data
management services and motor
vehicle transportation)
agency services (charterparty	0.8	30,007	24,677	35,454
and goods delivery)		(0.7%)	(0.6%)	(0.8%)*

* The estimated annual cap amounts are expressed as percentages in terms of the 2002 annual turnover of the Group here.

— 8 —

LETTER FROM THE CHAIRMAN

As the Previous Waiver expired on 31 December 2003, the Company shall monitor the aggregate value of the On-going Connected Transactions from time to time, prior to the obtaining of the Company’s shareholders’ approval of the On-going Connected Transactions, to ensure that it is within the threshold as set out under Listing Rule 14.25(1).

5. NEW CAP AMOUNTS OF THE ON-GOING CONNECTED TRANSACTIONS

In this proposed renewal of waivers in relation to the On-going Connected Transactions, the cap amounts remain the same as those in the Previous Waiver.

After consideration of the historical figures and allowing for flexibility for the relevant changes, it is proposed that the new cap amounts applied for should be the same as the relevant cap amounts stated in the Previous Waiver.

6. APPLICATION FOR RENEWAL OF WAIVER

The On-going Connected Transactions are subject to the reporting, announcement and shareholders’ approval requirements relating to connected transactions under Chapter 14 of the Listing Rules. The Directors consider that strict compliance with the aforementioned announcement and/or shareholders’ approval requirements for the On-going Connected Transactions would be impractical and unduly onerous on the part of the Company as they are of a regular and continuing nature.

The Company has applied to the Stock Exchange for renewal of the waiver granted to the Company from strict compliance with the announcement and/or shareholders’ approval requirements relating to connected transactions set out in Chapter 14 of the Listing Rules for the On-going Connected Transactions on condition that:

• (a) the Independent Shareholders approve the On-going Connected Transactions at the EGM of the Company to be convened and held for the purposes of approval of, inter alia, the On-going Connected Transactions.

• (b) each of the On-going Connected Transactions has been or is:

• (i) entered into in the ordinary and usual course of business of the Company;

• (ii) conducted either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether it is on normal commercial terms, on terms no less favourable than those available to or from independent third parties; and

• (iii) entered into either in accordance with the relevant agreement governing such transactions or where there are no such agreements, on terms that are fair and reasonable so far as the shareholders of the Company are concerned;

— 9 —

LETTER FROM THE CHAIRMAN

• (c) the Company shall disclose, in its annual report and accounts for the relevant year, details of the transactions in each financial year as required by Rule 14.25(1)(A) to (D) of the Listing Rules together with a statement of the opinion of the independent non-executive Directors referred to in paragraph (d) below;

• (d) the Company’s independent non-executive Directors shall review the On-going Connected Transactions annually and confirm in the Company’s annual report and accounts, that such transactions have been conducted in the manner stated in paragraph (b) above and within the Cap Amounts;

• (e) the Company’s auditors shall review annually the On-going Connected Transactions and provide a letter to the Board (with a copy to the Listing Division of the Stock Exchange), confirming whether each of the On-going Connected Transactions:

• (i) has received the approval of the Board;

• (ii) was in accordance with the pricing policies as stated in the relevant agreements;

• (iii) was entered into in accordance with the terms of the relevant agreements and documents governing such transactions or if there are no such agreements, on terms no less favourable than those available to or from independent third parties; and

• (iv) has exceeded the Cap Amounts.

Where, for whatever reason, the Company’s auditors decline to accept the engagement or are unable to provide the aforementioned auditor’s letter, the executive Directors shall inform the Listing Division of the Stock Exchange as soon as practicable;

• (f) each of Holding Company, its relevant subsidiaries and its relevant jointly controlled entities shall undertake to the Stock Exchange that for so long as the H shares of the Company are listed on the Stock Exchange, it will provide the Company’s auditors with full access to its relevant accounts and records, for the purpose of the auditors’ review of the On-going Connected Transactions as referred to in paragraph (e) above; and

— 10 —

LETTER FROM THE CHAIRMAN

• (g) the aggregate value of each of the On-going Connected Transactions for each financial year from 2004 to 2006 does not exceed the relevant Cap Amount for that financial year set out below:

Transactions

% of the annual turnover of the Group for each of the three financial years ending on 31 December 2006

supply of lubricating oil, fresh water, raw materials, bunker oil,
materials for the supply of mechanical and electrical engineering
services, materials for ship utilities and materials for repairs and
maintenance of vessels and life boats	18.1%
materials for whitewashing of and oily water treatment for vessels	0.2%
crew hiring services	4.3%
installation, repairs and maintenance of telecommunication
and navigational services	0.7%
drydocking and repairs services	6.3%
accommodation, lodging, employee transportation
and shipping navigational services	0.2%
medical services	0.6%
miscellaneous management services (provision of education and
training, rental of office premises, maritime services, safety
services, fire-prevention services, file and data management
services and motor vehicle transportation)	1.9%
agency services (charterparty and goods delivery)	0.8%

— 11 —

LETTER FROM THE CHAIRMAN

The Company must comply with the provisions of Chapter 14 of the Listing Rules governing connected transactions unless it applies for and obtains a separate waiver from the Stock Exchange if:

• (a) any of the terms of the On-going Connected Transactions is altered or if the Company or any of its subsidiaries enters into any new transactions or agreements with any connected persons (within the meaning of the Listing Rules) in the future;

• (b) any On-going Connected Transaction continues after the expiry of the relevant waiver period (i.e. the three financial years ending on 31 December 2006); and/or

• (c) any of the Cap Amount(s) is/are exceeded.

In the event of any future amendments to the Listing Rules imposing more stringent requirements than those applicable at the date of the waiver granted by the Stock Exchange on transactions of the kind to which the transactions belong including, but not limited to, a requirement that such transactions be made conditional on approval by the independent shareholders of the Company, the Company shall take immediate steps to ensure compliance with such requirements within a reasonable time.

7. RECOMMENDATION

The Board (including the Independent Board Committee) considers that the terms of each of the On-going Connected Transactions are based on normal commercial terms, are fair and reasonable to the Independent Shareholders and are in the interests of the Company and the Shareholders as a whole.

Guotai Junan has been appointed as an independent financial adviser to advise the Independent Board Committee in respect of the On-going Connected Transactions.

The Independent Board Committee, having taken into account the advice of Guotai Junan, considers that the On-going Connected Transactions are fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommends the Independent Shareholders to vote in favour of the ordinary resolution which will be proposed at the EGM.

The text of the letter from the Independent Board Committee is set out on page 14 of this circular and the text of the letter from Guotai Junan containing its advice is set out on pages 15 to 20 of this circular.

— 12 —

LETTER FROM THE CHAIRMAN

8. EGM

You will find in pages 24 to 25 of this circular a notice of the EGM to be convened and held at Room 319, 700 Dong Da Ming Road, Shanghai, PRC on Tuesday, 9 March 2004 at 11:00 a.m.

A proxy form for use in connection with the EGM is enclosed. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event not less than 24 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

Holding Company and its associates will abstain from voting at the EGM.

9. GENERAL INFORMATION

Your attention is drawn to the texts of the letter from the Independent Board Committee and from Guotai Junan containing their recommendation regarding the On-going Connected Transactions.

Yours faithfully,

China Shipping Development Company Limited Li Kelin

Chairman

— 13 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

30 January 2004

To the Independent Shareholders

Dear Sir or Madam,

We refer to the circular (the “Circular”) of the Company dated 30 January 2004 of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Circular.

We have been appointed to advise the Independent Shareholders as to whether or not the terms of the On-going Connected Transactions are in the interests of the Company and are fair and reasonable so far as the Independent Shareholders are concerned.

We wish to draw your attention to the letter from Guotai Junan Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee on the terms of the On-going Connected Transactions, set forth on pages 15 to 20 of the Circular. Having considered the advice from the Independent Financial Adviser, we are of the opinion that the On-going Connected Transactions and the Cap Amounts are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve, inter alia, the On-going Connected Transactions.

Yours faithfully, Hu Honggao Xie Rong Zhou Zhanqun Director Director Director

— 14 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

Guotai Junan Capital Limited

27th Floor, Low Block Grand Millennium Plaza 181 Queen’s Road Central Hong Kong 30 January 2004

To the Independent Board Committee of China Shipping Development Company Limited

Dear Sirs,

RENEWAL OF ON-GOING CONNECTED TRANSACTIONS WAIVER

INTRODUCTION

We refer to our appointment as the independent financial adviser to advise the Independent Board Committee in respect of the On-going Connected Transactions, particulars of which are set out in a circular to the Shareholders dated 30 January 2004 (the “Circular”) and in which this letter is reproduced. Unless the context requires otherwise, terms used in this letter shall have the same meanings as given to them under the definitions section of the Circular.

As set out in the letter from the chairman contained in the Circular (the “Chairman’s Letter”), the Holding Company holds approximately 50.51% of the issued share capital of the Company and is the controlling Shareholder of the Company. Each of the Holding Company, its subsidiaries and its jointly controlled entities constitutes a connected person of the Company under the Listing Rules. As such, the provision of the Agreed Supplies which include certain necessary supporting shipping materials and services to the Company by those entities under the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement) from 1 January 2004 constitutes ongoing connected transactions for the Company.

The Company has applied to the Stock Exchange for the renewal of the On-going Connected Transactions waiver for the three years ending 31 December 2006 from strict compliance with the disclosure and shareholders’ approval requirements in respect of the On-going Connected Transactions. Accordingly, the Company will convene the EGM on 9 March 2004 to approve the On-going Connected Transactions and the Cap Amounts under the waiver application by the Independent Shareholders. In this connection, the Circular containing, inter alia, the information relating to the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement), the On-going Connected Transactions and the waiver application, the recommendation from the Independent Board Committee and this letter, is despatched to the Shareholders.

In formulating our opinion, we have relied on the accuracy of the information and representations contained in the Circular and have assumed that all information and representations made or referred to in the Circular were true at the time they were made and continue to be true as at the date of the Circular. We have also assumed that all statements of belief, opinion and intention made by the Directors in the Circular were reasonably made after due enquiry. We consider that we have reviewed sufficient information to reach an informed view, to justify relying on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have

— 15 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

no reason to suspect that any material facts have been omitted or withheld from the information contained or opinions expressed in the Circular nor to doubt the truth, accuracy and completeness of the information and representations provided to us by the Directors. We have not, however, conducted an independent in-depth investigation into the affairs of the Company.

PRINCIPAL FACTORS CONSIDERED

In arriving at our recommendation in respect of the On-going Connected Transactions, we have considered the following principal factors:

(a) Background

The Group is principally engaged in the domestic and international shipping business. On 3 April 2001, the Company entered into the Revised Services Agreement with Holding Company for a term of 10 years whereby the Holding Company Group agreed to provide, to the 20 oil tankers acquired as well as other vessels owned by the Company, certain necessary supporting shipping materials and services for their ongoing operations. Details of the Agreed Supplies are set out under the “Provision of Agreed Supplies by the New Holding Company Group to the Company” in the Chairman’s Letter.

The Previous Waiver which was granted by the Stock Exchange on 23 April 2001 in relation to the On-going Connected Transactions as disclosed in the Previous Circular expired on 31 December 2003. On 8 January 2004, the Company and the Holding Company entered into the Supplemental Revised Services Agreement. Pursuant to which, the Company and the Holding Company have agreed to expand the definition of “Holding Company Group” in the Revised Services Agreement to include jointly controlled entities in addition to the Holding Company Group, with effect from 1 January 2004.

(b) Reasons for the provision of the Agreed Supplies

As advised by the Company’s management, the Holding Company Group has provided the Agreed Supplies to the Group for supporting its large-scale shipping operations (both in domestic and international operations) since 1998. During the past 6 years, the Board believes that the supporting shipping materials and services provided by the Holding Company Group were satisfactory and reliable. Besides, the Board considers that it is not efficient for the Group to set up purchasing offices at different locations in the PRC and to source those shipping materials and services from different providers. Since the Holding Company has a wide geographical coverage of operation centres in the PRC as well as offices in overseas countries, it will be more convenient for the Company to source the Agreed Supplies from the Holding Company Group.

Accordingly, given that the Agreed Supplies are essential to the operations of the shipping business of the Company and they have been provided by the Holding Company Group in a reliable manner for approximately 6 years, and despite that there may be other third party providers, we consider that it is justifiable for the Company to continue to source the Agreed Supplies from the New Holding Company Group.

— 16 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

(c) Terms of the agreement

Pricing basis

Pursuant to the terms of the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement), the Agreed Supplies to be provided by the New Holding Company Group comprise 9 categories (which are the same categories as described in the Previous Circular), details of which are set out under the “Provision of Agreed Supplies by the New Holding Company Group to the Company” in the Chairman’s Letter. In each category, it contains a number of items, and the pricing basis for the supply of each item will be determined by reference to, depending on the availability and applicability, in the sequential order of (i) State Price; (ii) market price; (iii) actual book cost incurred by the New Holding Company Group, and (iv) price agreed by the parties as being fair and reasonable.

According to the audited financial statements in the Company’s annual report 2002 and the information provided by the Company, we noted that the transactions of (1) supply of lubricating oil, fresh water, raw materials, bunker oil, materials for the supply of mechanical and electrical engineering services, materials for ship utilities and materials for repairs and maintenance of vessels and life boats; (3) crew hiring services; and (6) accommodation, lodging, employee transportation and shipping navigational services were based on market prices. For the transactions of (2) materials for whitewashing of and oily water treatment for vessels; and (5) drydocking and repair services, they were based on either the State Prices or market prices. For the transactions of (4) installation, repairs and maintenance of telecommunication and navigational services; and (7) medical services, they were based on the State Prices. For the transactions of (8) miscellaneous management services (provision of education and training, rental of office premises, maritime services, safety services, fire-prevention services, file and data management services and motor vehicle transportation) and (9) agency services, they were based on either market prices or the actual book costs incurred by the Holding Company Group.

As advised by the Directors, prices of certain commodities and services pursuant to the Agreed Supplies are governed by the pricing authorities of the PRC government. They must be provided at the predetermined State Prices. Market prices have been generally employed for commodities and/or services which are not subject to price restriction. The Directors have informed us that a few items (including the rental payment for its office premises in Shanghai and Guangzhou, the agency service fees and the management service fees) in categories (8) and (9) were based on the actual book costs incurred due to their particular nature. The Directors have confirmed to us that no item under the Agreed Supplies was supplied using the agreed price basis for the three years ended 31 December 2003.

We consider that it is not prejudicial to the Company should the items under the Agreed Supplies be provided using the State Prices or market prices. It is acceptable to us that the actual book cost pricing basis can be continued to be used for the particular items in categories (8) and (9) referred to in the above paragraph in view of the particular nature of those items. We believe that the interests of the Company’s shareholders would be jeopardized if the actual book cost for those particular items are unreasonably incurred by the New Holding Company Group. Nevertheless, we have examined some relevant documents provided by the Company in relation

— 17 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

to the cost elements of those particular items for the past three years ended 31 December 2003 and drawn some samples therefrom. We noted from our sampling that most actual costs were ascertainable. While, nothing has come to our attention that these costs were unreasonably charged. Going forward, we acknowledge that the Independent Directors’ annual review and provision of the relevant confirmation as a condition to the proposed waiver will provide a proper safeguard in this area. We also note the measures adopted by the Company in determining a fair and reasonable agreed price as set out in the section headed “Provision of Agreed Supplies by New Holding Company Group to the Company — Pricing basis” in the Chairman’s Letter and believe that such measures can provide a reasonable safeguard under the circumstances.

In particular, we were advised by the Company’s auditor that they reviewed the pricing basis for the Agreed Supplies which were based on either the State Price, the market price or the actual book cost incurred by the Holding Company Group for the two years ended 31 December 2002. In addition, based on the information provided by the Company in relation to the pricing basis of each of the 9 categories of the Agreed Supplies for the year ended 31 December 2003, we recognised that such pricing basis has been consistently applied.

As confirmed by the Board, the pricing basis agreed between the Company and Holding Company for the Agreed Supplies which was negotiated on an arm’s length basis and constitutes a normal commercial term is fair and reasonable. Given that the aforesaid basis for determining the prices of the Agreed Supplies payable by the Group under the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement) has been consistently applied and assuming that they will be continuously adopted, we concur with the Board’s view that the use of such pricing basis is fair and reasonable so far as the Independent Shareholders are concerned.

— 18 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

(d) Cap Amounts under the waiver application

Annual caps relating to the past provision of the Agreed Supplies

Set out below is a comparison of the relevant Cap Amounts and the historical figures for each category of the On-going Connected Transactions (including the percentages of the relevant annual turnover of the Group they represent) for the three years ended 31 December 2003:

		Between			For the
		2001 and	For the	For the	financial
		2003 Annual	financial	financial	year 2003
Transactions		Caps	year 2001	year 2002	(estimate)
			(’000)	(’000)	(’000)
(1)	supply of lubricating oil, fresh		517,853	603,808	729,669
	water, raw materials, bunker oil,	18.1%	(13.2%)	(14.7%)	(17.8%)*
	materials for the supply of
	mechanical and electrical
	engineering services, materials for
	ship utilities and materials for
	repairs and maintenance of vessels
	and life boats
(2)	materials for whitewashing of and		6,603	7,940	9,401
	oily water treatment for vessels	0.2%	(0.1%)	(0.1%)	(0.2%)*
(3)	crew hiring services		97,583	141,011	150,357
		4.3%	(2.5%)	(3.4%)	(3.6%)*
(4)	installation, repairs and maintenance		14,822	10,383	11,944
	of telecommunication and	0.7%	(0.3%)	(0.2%)	(0.2%)*
	navigational services
(5)	drydocking and repairs services		245,420	241,275	239,866
		6.3%	(6.3%)	(5.8%)	(5.8%)*
(6)	accommodation, lodging, employee		5,440	6,929	832
	transportation and shipping	0.2%	(0.1%)	(0.1%)	(0.0175%)*
	navigational services
(7)	medical services		4,736	522	1,760
		0.6%	(0.1%)	(0.012%)	(0.037%)*
(8)	miscellaneous management services		43,374	43,724	53,870
	(provision of education and training,	1.9%	(1.1%)	(1.0%)	(1.3%)*
	rental of office premises, maritime
	services, safety services, fire-
	prevention services, file and data
	management services and motor
	vehicle transportation)
(9)	agency services (charterparty and		30,007	24,677	35,454
	goods delivery)	0.8%	(0.7%)	(0.6%)	(0.8%)*

* The estimated annual cap amounts are expressed as percentages in terms of the 2002 annual turnover of the Group here.

— 19 —

LETTER FROM GUOTAI JUNAN CAPITAL LIMITED

We noted from the above table that the historical transaction amounts (expressed in percentages of the relevant annual turnover) in relation to the 9 categories of the Agreed Supplies for each of the three years ended 31 December 2003 did not exceed their respective Cap Amounts as stated in the Previous Waiver.

Proposed annual caps

In the proposed renewal of On-going Connected Transactions waiver, the Cap Amounts for each of the three years ending 31 December 2006 remain the same as those in the Previous Waiver after taking the consideration of the historical figures and allowing for flexibility for the relevant changes. Based on the calculations of the proposed Cap Amounts for the forthcoming On-going Connected Transactions for each of the three years ending 31 December 2006 as provided by the Company, we noted that the estimated transaction amounts (expressed in percentages of the relevant annual turnover) of each category of the Agreed Supplies will not exceed the relevant Cap Amounts. Besides, the respective Cap Amounts for the Agreed Supplies for each of the three years ending 31 December 2006 are subject to, inter alia, proper disclosure by the Company of such connected transaction in its annual report, the review by the Company’s auditors of the terms under which the Agreed Supplies are provided and the confirmation by the Independent Directors that the connected transactions have been entered into in accordance with the respective annual Cap Amounts for the Agreed Supplies and the terms set out therein during the year. As such, we consider that the proposed Cap Amounts for the Agreed Supplies are acceptable.

Nevertheless, should any of the Cap Amount(s) is/are exceeded; any of the terms of the On-going Connected Transactions is altered or if the Company or any of its subsidiaries enters into any new transactions or agreements with any connected persons (within the meaning of the Listing Rules) in the future; and/or any On-going Connected Transaction continues after the expiry of the relevant waiver period (i.e. the three financial years ending on 31 December 2006), the Company must comply with the provisions of Chapter 14 of the Listing Rules governing connected transactions unless it applies for and obtains a separate waiver from the Stock Exchange.

RECOMMENDATION

Taking into consideration of the above factors, in particular, the reasons for the provision of the Agreed Supplies, the pricing basis under the Revised Services Agreement (as amended by the Supplemental Revised Services Agreement) and the Cap Amounts under the waiver application, we consider that the On-going Connected Transactions are in the interest of the Group and the terms of which are fair and reasonable so far as the Shareholders are concerned. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution for approving the On-going Connected Transactions at the EGM.

Yours faithfully, For and on behalf of

Guotai Junan Capital Limited David Lui

Executive Director

— 20 —

STATUTORY AND GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information on the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

• (a) As at the Latest Practicable Date, none of the Directors, Supervisors or the chief executive of the Company had any interest, or short position in the Shares, underlying Shares and debentures of the Company (within the meaning of the SFO) which (a) were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short positions which the Director is taken or deemed to have under such provisions of the SFO; or (b) were required, pursuant to section 352 of the SFO to be entered into the register referred to therein; or (c) were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Companies, to be notified to the Company and the Stock Exchange.

• (b) As at the Latest Practicable Date, so far as is known to the Directors, Supervisors and chief executive of the Company, the following persons were directly or indirectly interested in 10 % or more of the nominal value of any class of share capital of the Company:

Percentage of total issued domestic share capital Names of the Shareholders Number of Domestic Shares (including A Shares) Holding Company 1,680,000,000 State owned 82.76% domestic Shares[(1)] Percentage of total issued Number of H Shares H share capital HKSCC Nominees Limited 1,271,466,298 H Shares 98.11%

Note:

• (1) As at the Latest Practicable Date, Holding Company was the sole owner of 1,680,000,000 State-owned domestic Shares issued by the Company, representing approximately 82.76 per cent. of the total issued domestic share capital (including A Shares ) of the Company.

Save as disclosed above, so far as is known to the Directors, Supervisors and the chief executive of the Company, as at the Latest Practicable Date, there was no other person who

— 21 —

STATUTORY AND GENERAL INFORMATION

APPENDIX

had an interest or a short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who was interested, directly or indirectly, in 10 % or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or particulars of any options in respect of such capital.

• (c) As at the Latest Practicable Date, none of the Directors or Supervisors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

• (d) As at the Latest Practicable Date, none of the Directors or Supervisors or parties referred to in paragraph 5 of this Appendix had any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2002, the date to which the latest audited published financial statements of the Company were made up.

• (e) As at the Latest Practicable Date, none of the parties referred to in paragraph 5 of this Appendix had any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

3. SERVICE CONTRACTS OF DIRECTORS AND SUPERVISORS

Each of the following executive Directors, Messrs. Li Kelin, Li Shaode, Wang Daxiong, Xu Zuyuan, Yan Mingyi and Yao Zuozhi has entered into a service contract with the Company which term commenced from 28 May 2003 and expiring on 27 May 2006.

The Company has not entered into any service contract with Messrs. Zhou Zhanqun, Hu Honggao and Xie Rong, the Independent Directors.

Each of the following Supervisors, Messrs. Zhang Yunbiao, Kou Laiqi and Wang Xiangyun has entered into a service contract with the Company which term commenced from 28 May 2003 and expiring on 27 May 2006.

The service contracts of the executive Directors and Supervisors are subject to termination by either party giving three months’ written notice or payment in lieu of notice. The remuneration of the executive Directors and Supervisors are and will be determined by the Shareholders in general meeting of the Company.

Save as mentioned above, none of the Directors or Supervisors has entered into or proposes to enter into any service contract with the Company or any member of the Group which is not determinable by the employer within one year without payment of compensation, other than statutory compensation.

— 22 —

STATUTORY AND GENERAL INFORMATION

APPENDIX

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2002, the date to which the latest published audited consolidated accounts of the Company were made up.

5. QUALIFICATION OF EXPERT

Name Qualification

Guotai Junan licensed corporation under the SFO for carrying on type 6 (advising on corporate finance) regulated activity

6. CONSENT OF EXPERT

Guotai Junan has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter (which has been issued for incorporation herein) and the references to its name, in the form and context in which it is included.

7. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on any weekday (public holidays excepted) at the office of Coudert Brothers at 39th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong until 9 March 2004:

• (a) the articles of association of the Company;

• (b) the letter from the Independent Board Committee, the text of which is set out on page 14 of this circular;

• (c) the letter from the Guotai Junan, the text of which is set out on pages 15 to 20 of this circular;

• (d) the Revised Services Agreement;

• (e) the Supplemental Revised Services Agreement;

• (f) the written consent from Guotai Junan referred to in this Appendix; and

• (g) the service contracts of the Directors and Supervisors mentioned in this Appendix.

— 23 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

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, 9 March 2004 at 11:00 a.m. (the “ PRC ”) to consider and, if thought fit, approve the following ordinary resolution:

“ THAT the agreement dated 8 January 2004 entered into between the Company and China Shipping (Group) Company (“ Holding Company ”) (“ Supplemental Agreement ”) which is supplemental to the revised services agreement entered into between the Company and Holding Company on 3 April 2001 (“ Revised Services Agreement ”) and the on-going connected transactions referred to in the Revised Services Agreement (as amended by the Supplemental Agreement) be and are hereby approved, confirmed and ratified and that the directors of the Company 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 in connection with the aforementioned matters.”

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

Shanghai, PRC, 8 January 2004

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 Registrar of Members of the Company at the close of business on 6 February 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 7 February 2004 to 9 March 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.

— 24 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (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 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 Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 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 on or before 17 February 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 Company are as follows:

Room 1601, Shipping Tower, 700 Dong Da Ming Road, Shanghai The People’s Republic of China Post Code : 200080 Telephone : 021-6501 3329 Facsimile : 021-6596 6886

— 25 —