Dida Inc. — Proxy Solicitation & Information Statement 2005

Jan 17, 2005

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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED

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

(Stock Code: 1138)

Proxy Form for the Extraordinary General Meeting to be held on 1 March 2005

I/We

of

am/are the shareholder(s) of China Shipping Development Company Limited (the “Company”), holdingH Shares/domestic shares. I/We hereby appointofas my/our proxy/proxies. In the absence of proxy/proxies, I/We hereby appoint the chairman of the Extraordinary General Meeting as my/ouproxy/proxies (please delete where appropriate) forH Shares/domestic shares which I/we hold in thshare capital of the Company to attend and vote at the Extraordinary General Meeting to be held at Room 319, 700 Dong Da Ming Road, ShanghaiThe People’s Republic of China at 10 a.m. on Tuesday, 1 March 2005 or at any adjournment thereof. The proxy/proxies is/are authorised to vote othe resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions oabstain at their discretion.	/are the shareholder(s) of China Shipping Development Company Limited (the “Company”), holding Shares/domestic shares. I/We hereby appoint	/are the shareholder(s) of China Shipping Development Company Limited (the “Company”), holding Shares/domestic shares. I/We hereby appoint

	Ordinary Resolutions			For				Against				Abstain
To	consider and approve:
1.	The resolution regarding the First Bareboat Charterparties;
2.	The resolution regarding the Second Bareboat Charterparty;
3.	The resolution regarding the Third Bareboat Charterparties;
4.	The resolution regarding the Fourth Bareboat Charterparty;
5.	The resolution regarding the Fifth Bareboat Charterparty;
6.	The resolution regarding the First Sale and Purchase Agreement;
7.	TheresolutionregardingtheSecondSaleandPurchase
	Agreement;
8.	The resolution regarding the appointment of Mr. Mao Shi Jia as an
	executive director of the Company; and
9.	The resolution regarding the appointment of Mr. Yan Mingyi as	a
	supervisor of the Company.
_(Note: For the purpose of these ordinary resolutions, the above capitalized terms shall have the _							_same meanings as _		defined in the circular to
	shareholders of the Company dated 14 January 2005.)

Date: Notes:

Signature:

• (A) The H Share register of the Company will be closed from 29 January 2005 to 28 February 2005 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s Register of Members at the close of business on 28 January 2005, are entitled to attend and vote at the Extraordinary General Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the Extraordianary General Meeting, share transfer documents should be lodged with the Company’s H share registrar not later than 4:00 p.m. on 28 January 2005.

  • The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:

  • Hong Kong Registrars Limited Rooms 1712-1716

17th Floor

Hopewell Centre

183 Queen’s Road East

• Wanchai

Hong Kong

(B) Holders of H Shares and Domestic Shares, who intend to attend the Extraordinary General Meeting, must complete the reply slips for attending the Extraordinary General Meeting and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the Extraordinary General Meeting, i.e. no later than Tuesday, 8 February 2005.

Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

• Room 1601, 700 Dong Da Ming Road,

• Shanghai,

• People’s Republic of China Postal Code: 200080

• Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

• (C) Each holder of H Shares who has the right to attend and vote at the Extraordinary General Meeting is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the Extraordinary General Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. Each shareholder who wishes to appoint one or more proxies should first review the circular of the Company dated 14 January 2005.

• (D) 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.

• (E) To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Shares share registrar, Hong Kong Registrars Limited, at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof in order for such documents to be valid.

• (F) Each holder of Domestic Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the Extraordinary General Meeting. Notes (C) to (D) also apply to holders of Domestic Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the Extraordinary General Meeting or any adjournment, thereof in order for such documents to be valid.

• (G) If a proxy attends the Extraordinary General Meeting on behalf of a shareholder, he should produce his ID card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a legal person share shareholder attends the Extraordinary General Meeting, such legal representative should produce his/her ID card and valid documents evidencing his capacity as such legal representative. If a legal person share shareholder appoints a representative of a company other than its legal representative to attend the Extraordinary General Meeting, such representative should produce his ID card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.

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