Dida Inc. — Proxy Solicitation & Information Statement 2009

Feb 16, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult appropriate independent advisers.

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

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

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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)

(Stock Code: 1138)

PROPOSED ISSUE OF MEDIUM-TERM NOTES

A letter from the Board is set out on pages 3 to 6 of this circular.

A notice convening the EGM of the Company to be held at 2 p.m. on Thursday, 2 April 2009 at 700 Dong Da Ming Road, Shanghai, the People’s Republic of China is set out on pages N-1 to N-4 of this circular.

A reply slip and form of proxy used at the EGM are enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 13 March 2009. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the EGM (or any adjournment thereof) and voting in person if you so wish.

16 February 2009

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“A Shares”	PRC-listed Domestic Shares in the share capital of the
	Company, with a par value of RMB1.00 each, which are
	traded in RMB and listed on the Shanghai Stock Exchange
“Board”	the board of Directors
“Company”	China Shipping Development Company Limited (中海發展股
	份有限公司), a joint stock limited company established in the
	PRC, whose H Shares have been listed on the Main Board of
	The Stock Exchange of Hong Kong Limited since 1994 and
	whose A Shares have been listed on the Shanghai Stock
	Exchange since 2002
“Director(s)”	the director(s) of the Company
“Domestic Shares”	domestic shares of RMB1.00 each in the registered capital of
	the Company
“EGM”	the extraordinary general meeting of the Shareholders to be
	convened by the Company to consider and, if thought fit, to
	approve the proposed issue of the Medium-Term Notes by the
	Company
“Group”	the Company and its subsidiaries
“H Shares”	H shares of par value RMB1.00 each in the share capital of
	the Company, being overseas listed foreign invested shares
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Medium-Term Notes”	the medium-term notes in aggregate principal amount of not
	more than RMB5 billion proposed to be issued by the
	Company
“PRC”	the People’s Republic of China
“RMB”	Renminbi yuan, the lawful currency of the PRC
“Shareholder(s)”	shareholder(s) of the Company

— 1 —

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 16 February 2009 Last date for returning the reply slips for the EGM . . . . . . . . . . . . . . . . . . .Friday, 13 March 2009 Latest time for lodging proxy forms for the EGM. . . . . . . . .2:00 p.m. on Wednesday, 1 April 2009 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2:00 p.m. on Thursday, 2 April 2009

— 2 —

LETTER FROM THE BOARD

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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)

(Stock Code: 1138)

Executive Directors: Li Shaode (Chairman) Ma Zehua Lin Jianqing Wang Daxiong Zhang Guofa Mao Shijia Wang Kunhe

Independent Non-Executive Directors: Xie Rong Hu Honggao Zhu Yongguang Zhou Zhanqun

Registered Office: 168 Yuanshen Road Shanghai The PRC

Principal place of business in Hong Kong: 20/F., Alexandra House 16-20 Chater Road Central, Hong Kong

16 February 2009

To the Shareholders

Dear Sir/Madam,

PROPOSED ISSUE OF MEDIUM-TERM NOTES

1. INTRODUCTION

Reference is made to the announcement of the Company dated 6 February 2009 in respect of the resolutions of the Board regarding, amongst other things, the proposed issue of the Medium-Term Notes by the Company in the PRC.

The purpose of this circular is to provide you with further information relating to the above proposal on the voting of the resolution in respect of the proposed issue of the Medium-Term Notes at the EGM.

— 3 —

LETTER FROM THE BOARD

2. BACKGROUND

In order to respond to the adverse influence of international and domestic market change on the Company, to further optimize the capital structure of the Company, to reduce funding cost and to enhance the financial strength of the Company, the Board resolved on 6 February 2009 to submit to the Shareholders for consideration and approval the proposed issue of the Medium-Term Notes with an aggregate principal amount of not more than RMB5 billion by the Company at the EGM.

According to the articles of association of the Company and the applicable PRC laws and regulations, the proposed issue of the Medium-Term Notes is subject to the approval of Shareholders (including the holders of H Shares and A Shares). Therefore the proposed issue of the Medium-term Notes will be submitted for the approval of the Shareholders at the EGM by way of a special resolution, the passing of which requires at least two-thirds of the votes cast by the shareholders (including their proxies) present at a general meeting.

3. PROPOSED ISSUE OF MEDIUM-TERM NOTES

The principal terms for the proposed issue of the Medium-Term Notes are as follows:

• (1) Place and size of the issue

The Medium-Term Notes will be issued in the PRC with a principal amount of not more than RMB5 billion (inclusive).

• (2) Target

The Medium-Term Notes will be issued to inter-bank bond market institutional investors in the PRC, but not to the public.

• (3) Term

The Medium-Term Notes will have a term not exceeding 10 years (inclusive).

(4) Interest rate

The interest rate of the Medium-Term Notes will be determined according to the market conditions prevailing at the time of issue, but in no event be higher than the best rate for bank loans quoted by the People’s Bank of China for the corresponding period.

(5) Nature

The Medium-Term Notes are not convertible into shares of the Company.

— 4 —

LETTER FROM THE BOARD

(6) Guarantee

The Company will determine whether to arrange third party guarantee for the issue of the Medium-Term Notes. However, the guarantee (if any) will not involve the use of the Group’s assets as security.

(7) Use of proceeds

The proceeds from the issue of the Medium-Term Notes will be mainly used by the Group to settle the amount for building vessels, to repay bank loans and to supplement current capitals.

(8) Term of validity of the resolution

The resolution in respect of this issue of the Medium-Term Notes will be valid for 24 months from the date of passing the resolution at the shareholders’ meeting of the Company.

The scheme of the issue of the Medium-Term Notes shall be finally based on the issue scheme as approved by the relevant regulatory authorities.

4. GRANTING OF AUTHORIZATION TO DEAL WITH MATTERS RELATING TO THE PROPOSED ISSUE OF THE MEDIUM-TERM NOTES

The Board also proposed that the Shareholders at the EGM grant a general and unconditional mandate to the Board or any Director, subject to the above-mentioned principal terms, to determine and effect at its/his absolute discretion the specific terms, conditions and related matters in respect of the proposed issue of the Medium-Term Notes according to the capital requirement and business conditions of the Group and the market conditions, including but not limited to determining the specific matters such as the timing, the size, the interest rates, the term, the number of batches, the guarantee of the issue and the use of the proceeds; to prepare, execute and effect all necessary documents and procedures, including but not limited to effecting the relevant registration procedures in the PRC inter-bank markets; and to take other necessary actions.

5. EGM

It is proposed that the EGM be convened and held at 2 p.m. on Thursday, 2 April 2009 at 700 Dong Da Ming Road, Shanghai, the People’s Republic of China to consider and if thought fit, approve the proposed issue of the Medium-term Notes by the Company. A notice of the EGM is set out on pages N-1 to N-4 of this circular.

A reply slip and form of proxy used at the EGM are enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 13 March 2009. Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the enclosed form of proxy in accordance with the

— 5 —

LETTER FROM THE BOARD

instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending the EGM (or any adjournment thereof) and voting in person if you so wish.

6. CLOSURE OF H SHARE REGISTER OF MEMBERS OF THE COMPANY

The H share register of members of the Company will be closed from Monday, 2 March 2009 to Thursday, 2 April 2009 (both days inclusive), during which period no transfer of H Shares will be effected. Any holders of H Shares, whose names appear on the Company’s register of members at the close of business on Friday, 27 February 2009, are entitled to attend and vote at the EGM after completing the registration procedures for attending the EGM. For holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4 p.m. on Friday, 27 February 2009.

7. RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the proposed issue of the Medium-Term Notes by the Company in the PRC is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders to vote in favour of the special resolution set out in the notice of the EGM.

Yours faithfully, China Shipping Development Company Limited Li Shaode Chairman

— 6 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

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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) (Stock Code: 1138)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice is hereby given that the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) will be held at 2:00 p.m. on Thursday, 2 April 2009 at 700 Dong Da Ming Road, Shanghai, the People’s Republic of China to consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

“ THAT :

• (a) subject to the approval by the relevant regulatory authorities, China Shipping Development Company Limited (the “ Company ”, and together with its subsidiaries, the “ Group ”) be authorized to issue the medium-term notes (the “ Medium-Term Notes ”) on the following principle terms:

• (1) Place and size of the issue

The Medium-Term Notes will be issued in the PRC with a principal amount of not more than RMB5 billion (inclusive).

• (2) Target

The Medium-Term Notes will be issued to inter-bank bond market institutional investors in the PRC, but not to the public.

• (3) Term

The Medium-Term Notes will have a term not exceeding 10 years (inclusive).

(4) Interest rate

The interest rate of the Medium-Term Notes will be determined according to the market conditions prevailing at the time of issue, but in no event be higher than the best rate for bank loans quoted by the People’s Bank of China for the corresponding period.

— N-1 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (5) Nature

The Medium-Term Notes are not convertible into shares of the Company.

(6) Guarantee

The Company will determine whether to arrange third party guarantee for the issue of the Medium-Term Notes. However, the guarantee (if any) will not involve the use of the Group’s assets as security.

(7) Use of proceeds

The proceeds from the issue of the Medium-Term Notes will be mainly used by the Group to settle the amount for building vessels, to repay bank loans and to supplement current capitals.

(8) Term of validity of the resolution

The resolution in respect of this issue of the Medium-Term Notes will be valid for 24 months from the date of passing the resolution at the shareholders’ meeting of the Company.

• (b) a general and unconditional mandate be granted to the board of directors of the Company or any director of the Company, subject to the above-mentioned principal terms, to determine and effect at its/his absolute discretion the specific terms, conditions and related matters in respect of the issue of the Medium-Term Notes according to the capital requirement and business conditions of the Group and the market conditions, including but not limited to determining the specific matters such as the timing, the size, the interest rates, the term, the number of batches, the guarantee of the issue and the use of the proceeds; to prepare, execute and effect all necessary documents and procedures, including but not limited to effecting the relevant registration procedures in the PRC inter-bank markets; and to take other necessary actions.”

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

16 February 2009 Shanghai The People’s Republic of China

— N-2 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

• (A) The H Share register of the Company will be closed from Monday, 2 March 2009 to Thursday, 2 April 2009 (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 Friday, 27 February 2009, are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4 p.m. on Friday, 27 February 2009.

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, who intend to attend the EGM, must complete the reply slips for attending the EGM 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, i.e. no later than Friday, 13 March 2009.

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) The instrument appointing a proxy must be in writing under the hand of the appointor or his/its 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.

• (D) For holders of H Shares, 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 share registrar, Hong Kong Registrars Limited, the addres of which is set out in Note (A) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

— N-3 —

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (E) Each holder of A Shares is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his/its behalf at the EGM. 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 appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

• (F) If a proxy attends the EGM 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 shareholder which shareholder is a legal person, attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorization instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

• (G) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

• (H) As at the date of this notice, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Ma Zehua, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Mao Shijia and Mr. Wang Kunhe as executive directors, Mr. Xie Rong, Mr. Hu Honggao, Mr. Zhu Yongguang and Mr. Zhou Zhanqun as independent non-executive directors.

— N-4 —