Dida Inc. — Proxy Solicitation & Information Statement 2006

Nov 13, 2006

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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 AND CLASS MEETING FOR HOLDERS OF H SHARES TO BE HELD ON THURSDAY, 28 DECEMBER 2006

I/We

of

am/are the shareholder(s) of China Shipping Development Company Limited (the “Company”),

holding

H Shares. I/We hereby appoint

of

as my/our proxy/proxies, failing which, I/we hereby appoint the chairman of the Extraordinary General Meeting (“EGM”) and class meeting for holders of H Shares (“Class Meeting”) as my/our

proxy/proxies (please delete where appropriate) for

H Shares which I/we hold in the share capital of the Company to attend and vote at the EGM and Class Meeting to be held at 700 Dong Da Ming Road, Shanghai, The People’s Republic of China at 2:00 p.m. on Thursday, 28 December 2006 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote for or against the resolutions or abstain at their discretion.

	Ordinary Resolution	Ordinary Resolution	Ordinary Resolution	Ordinary Resolution	For	Against	Abstain	Abstain
1.	To approve, ratify and confirm the Acquisition
	Agreement dated 31 October 2006
	Special Resolutions
2.	To approve the issue of Convertible			Bonds
3.	To approve the terms of the		Bond concerning:
	type of debt securities to be		issued
4.	total issuing amount
5.	face value
6.	issue price
7.	bond maturity
8.	coupon rate
9.	payment of interest
10.	conversion period
11.	determination of conversion		price and adjustment
	method

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		Special Resolutions	Special Resolutions	For	Against	Against	Abstain
	12.	downward adjustment of conversion price
	13.	mechanism for rounding off fractions into nearest
		figures
	14.	redemption at the option of the Company
	15.	redemption at the option of the bond holder
	16.	vesting of dividends for the conversion year
	17.	issuing method and targets for the issue
	18.	placing arrangement for existing shareholders
	19.	use of the funds raised from Convertible Bonds
		issue to acquire dry bulk cargo vessels
	20.	To approve the feasibility of the proposed use of
		proceeds from the issue of the Convertible Bonds
	21.	To approve the approval and/or authority to issue
		the Convertible Bonds within 1 year from the date
		of this resolution
	22.	To approve the Company’s report on the issue of
		350,000,000 new A shares on 23 May 2002 and the
		use of proceeds arising therefrom
	23.	To authorise the board of Directors to do such acts
		and things and execute such documents which in
		their opinion may be	necessary or desirable to
		implement the issue of the Convertible Bonds
		Ordinary Resolutions
	24.	To approve, ratify and confirm the New Services
		Agreement dated 31 October 2006
	25.	To approve the establishment of the nomination
		committee of the Company
	26.	To approve the adoption of the implementation rules
		for the nomination committee of the Company
	27.	To approve, ratify and confirm the four construction
		agreements all dated 28 October 2006
		Special Resolution
	28.	To approve the amendments to the Group’s articles
		of association to increase number of Directors to 9
		to 15
		Ordinary Resolutions
	29.	To approve the appointment of Mr. Lin Jianqing as
		an executive director	of the Company
	30.	To approve the appointment of Mr. Ma Xun as
		independent non-executive director of the Company

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Class meeting for holders of H Shares

		Special Resolutions	Special Resolutions	For	For	Against	Abstain
1. To approve the issue of the			Convertible Bonds
2. To approve the terms of the			Bonds
type of debt securities to be			issued
3. total issuing amount
4. face value
5. issue price
6. bond maturity
7. coupon rate
8. payment of interest
9. conversion period
10. determination		of conversion	price and adjustment
method
11. downward adjustment of conversion price
12. mechanism for rounding off			fractions into nearest
figures
13. redemption at		the option of	the Company
14. redemption at		the option of	the bond holder
15. vesting of dividends for the			conversion year
16. issuing method and targets for the issue
17. placing arrangement for existing shareholders
18. use of the funds raised from this convertible bonds
issue to acquire dry bulk cargo vessels
19. To approve the feasibility of the proposed use of the
proceeds from		the Convertible Bonds
20. To approve the approval and/or authority to issue
the Convertible Bonds within 1 year from the date
of this resolution
21. To approve the Company’s report on the issue of
350,000,000 new A shares on 23 May 2002 and the
use of proceeds arising therefrom
22. To authorise the board of Directors to do such acts
and things and execute such			documents which in
their opinion may be necessary or desirable to
implement the		issue of the Convertible Bonds

2006

Signature:

Date:

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Notes:

• (A) The H Share register of the Company will be closed from Wednesday, 29 November 2006 to Thursday, 28 December 2006 (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 Tuesday, 28 November 2006 are entitled to attend and vote at the EGM and the Class Meeting after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM and the Class Meeting, share transfer documents should be lodged with the Company’s H share registrar not later than 4:00 p.m. on Tuesday, 28 November 2006.

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 A Shares, who intend to attend the EGM and the relevant class meetings, must complete the reply slips for attending the EGM and the relevant class meetings 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 EGM and the relevant class meetings, i.e. no later than Friday, 8 December 2006.

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, The 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 EGM and the Class 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 EGM and the Class Meeting. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

• (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, Rooms 1702-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time for holding the EGM and the Class Meeting or any adjournment thereof in order for such documents to be valid.

• (F) Each holder of A 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 EGM and the relevant class meetings. Notes (C) to (D) also apply to holders of A 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 EGM and the relevant class meetings or any adjournment, thereof in order for such documents to be valid.

• (G) If a proxy attends the EGM and the relevant class meetings on behalf of a shareholder, he should produce his identity 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 EGM and the relevant class meetings, such legal representative should produce his identity 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 EGM and the relevant class meetings, such representative should produce his identity card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.

• (H) The EGM and the relevant class meetings is expected to last for half a day. Shareholders attending the EGM and the relevant class meetings are responsible for their own transportation and accommodation expenses.

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