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Dida Inc. Proxy Solicitation & Information Statement 2012

May 4, 2012

50671_rns_2012-05-03_d0719025-87f1-4d13-9d1e-7e9493017815.pdf

Proxy Solicitation & Information Statement

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

Hong Kong Exchange 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)

ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 1 to 7 of this circular.

A notice convening the extraordinary general meeting of the Company to be held at 9 a.m. on Wednesday, 20 June 2012 at No.156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the People’s Republic of China is set out on pages N-1 to N-4 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 practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17 M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.

4 May 2012

CONTENT

Pages Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Expected timetable
. . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix I Biographies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
**Notice of Extraordinary ** General Meeting
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
N-1

— i —

DEFINITIONS

“A Shares” ordinary shares of RMB 1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB “A Shareholder(s)” holder(s) of A Shares “Articles of Association” the articles of association of the Company, as amended, revised or supplemented from time to time “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 incorporated in the PRC with limited liability, the H Share of which are listed on the Hong Kong Stock Exchange “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be held on Wednesday, 20 June 2012, at No.156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the PRC at 9 a.m. “Group” the Company and its subsidiaries “H Shares” overseas listed foreign shares of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong dollars “H Shareholder(s)” holder(s) of H Shares “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited “Latest Practicable Date” 3 May 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange “PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” A Shares and/or H Shares “Shareholders” holders of A Shares and/or H Shares

— 1 —

DEFINITIONS

“Supervisors” supervisors of the Company “Supervisory Committee” supervisory committee of the Company

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EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 4 May 2012 Last day for returning the reply slips for the EGM. . . . . . . . . . . . . . . . . . . Thursday, 31 May 2012 Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . .9 a.m., Tuesday, 19 June 2012 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9 a.m., Wednesday, 20 June 2012

— 3 —

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) Xu Lirong Lin Jianqing Wang Daxiong Zhang Guofa Yan Zhichong Qiu Guoxuan

Independent Non-Executive Directors : Zhu Yongguang Zhang Jun Lu Wenbin Wang Wusheng

Registered Office: 168 Yuanshen Road Shanghai The PRC

Principal place of business in Hong Kong : 20/F., Alexandra House 18 Chater Road Central, Hong Kong

4 May 2012

To the Shareholders

Dear Sir/Madam,

ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Board announces that, in accordance with the Articles of Association, the tenure of office of the sixth term of the board of directors and the supervisory committee of the Company will expire in May 2012. It was proposed in the sixth board meeting of the Company of 2012 that the re-election and election of the members of the seventh term of the board of directors and supervisors of the Company are subject to Shareholders’ approval at the EGM.

This circular is to provide information on the re-election and election of Directors and Supervisors forming the seventh term of the board of directors and the supervisory committee of the Company, and to give notice to the Shareholders on the EGM.

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LETTER FROM THE BOARD

I. ELECTION OF BOARD OF DIRECTORS

The Board announces that, in accordance with the Articles of Association, the tenure of office of the sixth term of the board of directors of the Company will expire on 24 May 2012. As prescribed by the Articles of Association, the appointment of Directors is subject to Shareholders’ approval by way of ordinary resolutions at the EGM and their appointments shall commence on the date of the EGM after the Shareholders’ approval. The term of the appointments is three years (other than Mr. Zhu Yonguang whose appointment is no more than six years expiring on 18 January 2014). All Directors will be offering themselves for re-election for the seventh term Board at the EGM as follows:

Mr. Li Shaode Executive Director
Mr. Xu Lirong Executive Director
Mr. Lin Jianqing Executive Director
Mr. Wang Daxiong Executive Director
Mr. Zhang Guofa Executive Director
Mr. Yan Zhichong Executive Director
Mr. Qiu Guoxuan Executive Director
Mr. Zhu Yonguang Independent Non-executive Director
Mr. Zhang Jun Independent Non-executive Director
Mr. Lu Wenbin Independent Non-executive Director
Mr. Wang Wusheng Independent Non-executive Director

Details of each of the above candidate directors are set out in appendix I to this circular.

Between the period from 24 May 2012 to the EGM, there will be vacancies in the Board, and in accordance with the Company Law of the PRC, the existing Board shall continue with its ongoing duties and responsibilities.

II. RESIGNATION AND ELECTION OF THE MEMBERS OF THE SUPERVISORY COMMITTEE

The Board also announces that, according to the Articles of Association, the tenure of the office of the sixth term of the Supervisory Committee is three years and will expire on 24 May 2012.

Mr. Kou Laiqi’s terms of appointment have come to an end after his three years term and Mr. Kou will not offer himself for re-election as a Supervisor.

As prescribed by the Articles of Association, the appointment of the Supervisors (other than employee representatives) is subject to Shareholders’ approval by way of ordinary resolutions at the EGM and their appointments shall commence on the date of the EGM after Shareholders’ approval and the term of the appointments is three years. The Supervisors (other than employee representatives) to be elected and re-elected as Supervisors of the seventh term of the supervisory committee of the Company at the EGM are as follows:

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LETTER FROM THE BOARD

Mr. Xu Wenrong Mr. Xu Hui Mr. Zhang Rongbiao

Details of each of the above candidate Supervisors are set out in appendix I to this circular.

The Supervisory Committee currently comprise four members, of which Mr. Luo Yuming and Ms. Chen Xiuling are staff representatives of the Company. In accordance with the relevant provisions of the Company Law of the PRC and the Articles of Association, the staff representative supervisors are required to be elected or removed by the staff of the Company. On 20 April 2012, the written resolution was duly passed by the trade union of the Company pursuant to which the re-appointment of Mr. Luo Yuming and Ms. Chen Xiuling as staff representative supervisors for the seventh term of the Company was approved. For further information of Mr. Luo Yuming and Ms. Chen Xiuling, please refer to appendix I.

Between the period from 24 May 2012 to the EGM, there will be vacancies in the supervisory committee of the Company, and in accordance with the Company Law of the PRC, the existing Supervisors shall continue with its ongoing duties and responsibilities.

III. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company will be closed from Thursday, 24 May 2012 to Wednesday, 20 June 2012 (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 Thursday, 24 May 2012 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 4:30 p.m. on Wednesday, 23 May 2012.

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

— 6 —

LETTER FROM THE BOARD

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 Thursday, 31 May 2012. Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

IV. EGM

The EGM will be held at 9 a.m. on Wednesday, 20 June 2012 at No.156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages N-1 to N-4 of this circular.

A proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy form (for use at the EGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H share registrar and transfer office, Hong Kong Registrars Limited., 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

A reply slip in relation to attendance of the EGM is 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 Thursday, 31 May 2012.

V. RECOMMENDATION

The Directors consider that the resolutions to approve the election of the seventh term board of directors of the Company and supervisors (not being employee representatives) of the supervisory committee of the Company is in the interests of the Company and the Shareholders as a whole, and recommend the Shareholders to approve all proposed resolutions at the EGM.

Yours faithfully,

China Shipping Development Company Limited Li Shaode Chairman

— 7 —

BIOGRAPHIES

APPENDIX I

A. DIRECTORS

The following are the particulars of the Directors proposed to be re-elected at the EGM.

Executive Directors

(1) Mr. Li Shaode (“Mr. Li”)

Mr. Li Shaode, born in August 1950 and aged 61, is a senior economics engineer. He is currently the chairman and an executive director of the Company, chairman of the strategy committee of the Company (“Strategy Committee”), the chairman and Secretary of the Party Committee of China Shipping (Group) Company and an executive director and the chairman of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)). Mr. Li joined Shanghai Bureau of Maritime Transportation Administration (“BOMTA”) in 1968, and was formerly the Deputy Secretary of the Oil Tanker Branch and the head of Employment Relationship Department. Since 1988, he has been a deputy head of Shanghai BOMTA. Mr. Li joined the Company when the Company was established in 1994 and then the general manager of Shanghai Shipping (Group) Company in 1995, and the chairman of Shanghai Hai Xing Shipping Co., Ltd. (the former name of the Company) in 1996. Mr. Li has been engaging in enterprise management, human resources development and planning of adjustment work. Mr. Li has directed the business development of the SHS Group for a considerable period. He is very experienced in enterprise management. He graduated in 1983 from Shanghai Maritime University with a professional qualification in maritime transportation management. Mr. Li was conferred a master degree in mechanical engineering in 1997. Now he is the guest professor of Dalian Maritime University and Shanghai Maritime University, the vice-chairman of China Ship-owners’ Society. He has been awarded “State Council’s Special Contribution Allowance” since 1999.

In accordance with the Articles of Association, Mr. Li’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Li will enter into a service contract with the Company. Save as disclosed above, Mr. Li did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Li will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Li’s proposed re-election as an executive Director that needs to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Li’s proposed re-election as an executive Director.

(2) Mr. Xu Lirong (“Mr. Xu”)

Mr. Xu Lirong, born in July 1957 and aged 54, is a senior engineer. He is currently an executive Director and vice chairman of the Company, a member of the Strategy Committee, a director, executive president and a member of the Party Committee of China Shipping (Group) Company. He

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APPENDIX I

BIOGRAPHIES

is also the chairman of a number of companies including China Shipping (Hong Kong) Holdings Co., Ltd., China Shipping (Europe) Holding GmbH, China Shipping (North America) Holding Co., Ltd., China Shipping (South Eastern Asia) Holding Co., Ltd. and China Shipping (Western Asia) Holdings Co., Ltd. Mr. Xu is currently an executive director and vice chairman of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)). Mr. Xu had been the marine captain of COSCO Shanghai Company, the general manager of COSCO Shanghai International Freight Forwarding Company, the deputy managing director of COSCO Shanghai Company, the president of the Shanghai Shipping Exchange, the managing director of COSCO Container Lines Company Limited, the executive vice president and the non-executive director of China COSCO Holdings Company Limited (where its A shares are listed on the Shanghai Stock Exchange (stock code 601919) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 1919)) from 2007 to 2011, the chairman of COSCO Shipping Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code 600428)) from 2007 to 2011, the chairman and a non-executive director of COSCO Pacific Limited, a company listed on the main board of the Hong Kong Stock Exchange (stock code 1199) from October 2010 to February 2012 and the executive vice president, a member of the Party Committee and the chairman of the Labor Union of China Ocean Shipping (Group) Company from 2007 to 2011. Mr. Xu has over 30 years of experience in ocean shipping business management and extensive experience in corporate management. Mr. Xu joined the Company in January 2012 as an executive Director. Mr. Xu obtained his Master of Business Administration degree from the Shanghai Maritime University and the Maastricht School of Management in the Netherlands.

In accordance with the Articles of Association, Mr. Xu’s appointment will be for 3 years with effect from 20 June 2012 subject to the Shareholders’ approval. Mr. Xu will enter into a service contract with the Company. Save as disclosed above, Mr. Xu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Xu will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Xu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Xu’s proposed re-election as an executive Director.

(3) Mr. Lin Jianqing (“Mr. Lin”)

Mr. Lin Jianqing, born in February 1954 and aged 58, is a senior engineer. He is currently an executive Director and vice chairman of the Company, a member of each of the Strategy Committee and nomination committee of the Company (“Nomination Committee”) respectively, the deputy general manager of China Shipping (Group) Company and a non- executive director of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code

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APPENDIX I

BIOGRAPHIES

2866)). He was formerly a captain, a section chief of the engineering section, assistant general Manager and deputy general manager of Guangzhou Maritime Transport (Group) Co., Ltd. He joined China Shipping (Group) Company in July 1997 and held the position of vice-president. Mr. Lin joined the Company in December 2006 as an executive Director. Mr. Lin graduated from East China Normal University and has a doctorate degree. He has been engaged in the shipping business for many years, and possesses extensive experience in navigation and shipping enterprise management.

In accordance with the Articles of Association, Mr. Lin’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Lin will enter into a service contract with the Company. Save as disclosed above, Mr. Lin did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Lin will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Lin’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Lin’s proposed re-election an executive Director.

(4) Mr. Wang Daxiong (“Mr. Wang”)

Mr. Wang Daxiong, born in December 1960 and aged 51, is a senior accountant. He is currently an executive Director, a member of the Strategy Committee, the deputy general manager of China Shipping (Group) Company and a non-executive director of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)), the non-executive director of China Merchant Bank Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code: 600036) and its H shares are listed on the main board of the Stock Exchange (stock code: 3968)) and the chairman of China Shipping Haisheng Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600896)). Mr. Wang joined Guangzhou BOMTA in 1983, and was formerly a section chief, then assistant head of the Finance Division of Guangzhou BOMTA. Since 1996, he has been a director and the chief accountant of Guangzhou Shipping (Group) Company and joined the Company in 1997. Mr. Wang has a good command of financial and accounting knowledge and has acquired substantial experience in finance, accounting, enterprise operation and coordination. Mr. Wang graduated in 1983 from Shanghai Maritime University with a professional qualification in finance and accounting.

In accordance with the Articles of Association, Mr. Wang’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Wang will enter into a service contract with the Company. Save as disclosed above, Mr. Wang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a

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BIOGRAPHIES

APPENDIX I

Director. Save as disclosed herein, there is no other information relating to Mr. Wang’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Wang’s proposed re-election as an executive Director.

(5) Mr. Zhang Guofa (“Mr. Zhang”)

Mr. Zhang Guofa, born in October 1956 and aged 55, is a Doctor of economics at Wuhan University. He is currently an executive Director, a member of each of the Strategy Committee and Nomination Committee respectively, the deputy general manager of China Shipping (Group) Company and the vice chairman and an executive director of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)). Mr. Zhang was the deputy chief and chief of Transportation Regulation Department of Ministry of Communications since 1991, the deputy director of General Office and the director of International Shipping Management Division of the Water Transportation Department of Ministry of Communications since 1996, the assistant of director-general and the deputy director-general of the Water Transportation Department of Ministry of Communications since 2000. Mr. Zhang joined China Shipping (Group) Company as the vice president in November 2004 and joined the Company in May 2006 as an executive Director.

In accordance with the Articles of Association, Mr. Zhang’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Zhang will enter into a service contract with the Company. Save as disclosed above, Mr. Zhang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Zhang will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Zhang’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Zhang’s proposed re-election as an executive Director.

(6) Mr. Yan Zhichong (“Mr. Yan”)

Mr. Yan Zhichong, born in May 1957 and aged 54, is a senior engineer. He is currently the general manager, an executive Director and a member of the Strategy Committee. Mr. Yan was formerly the general manager of China Shipping Development Company Limited Guangzhou Tanker Branch, the general manager of the transportation department of China Shipping (Group) Company, the vice president of China Shipping (H.K.) Holdings Co., Ltd., the general manager of China Shipping International Ship Management Co., Ltd. and the general manager of Guangzhou Maritime Transport (Group) Co., Ltd. He was a non-executive director of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H

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BIOGRAPHIES

APPENDIX I

shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)) from June 2010 to June 2011 and a director of China Shipping Haisheng Co., Ltd. (a company listed on the Shanghai Stock Exchange (stock code: 600896)) from May 2007 to April 2011. Mr. Yan was a director of the Company from May 2002 to May 2003 and a supervisor of the Company during the period from October 2007 to January 2011. Mr. Yan has been the general manager of the Company since January 2011 and an executive Director since April 2011.

In accordance with the Articles of Association, Mr. Yan’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Yan will enter into a service contract with the Company. Save as disclosed above, Mr. Yan did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, he is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, Mr. Yan will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Yan’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to Mr. Yan’s proposed re-election as an executive Director.

(7) Mr. Qiu Guoxuan (“Mr. Qiu”)

Mr. Qiu Guoxuan, born in August 1957 and aged 54, is an MBA and is a senior engineer. He is currently the deputy general manager, an executive Director and a member of the Strategy Committee. Mr. Qiu joined Guangzhou BOMTA in 1974 as a ship pilot and later as a captain. Mr. Qiu was also a deputy chief of Sailing Department, a deputy chief of the Dispatching Centre, a deputy chief and the chief of Shipping Department of China Shipping Development Co., Ltd. Tramp Co. and an assistant to the general manager of China Shipping Development Co., Ltd. Tramp Co. Since January 2002, Mr. Qiu has been the deputy general manager of China Shipping Development Co., Ltd. Tramp Co. until March 2009. Since March 2009, Mr. Qiu has been the deputy general manager of the Company and the general manager of China Shipping Development Co., Ltd. Tramp Co., and has been an executive Director since May 2009.

In accordance with the Articles of Association, Mr. Qiu’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Qiu will enter into a service contract with the Company. Mr. Qiu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. During the proposed term of employment, he will not be entitled to any remuneration nor bonus payments as a Director. Save as disclosed herein, there is no other information relating to Mr. Qiu’s proposed re-election as an executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Qiu as an executive Director.

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BIOGRAPHIES

APPENDIX I

Independent Non-executive Directors

(8) Mr. Zhu Yongguang (“Mr. Zhu”)

Mr. Zhu Yongguang, born in June 1945 and aged 66, is a senior economics engineer. He is currently an independent non-executive Director, the chairman of each of the Company’s remuneration and appraisal committee (“Remuneration and Appraisal Committee”) and Nomination Committee, a member of each of the Strategy Committee and audit committee of the Company (“Audit Committee”). Mr. Zhu graduated from Wuhan School of River Transportation in 1965 majoring in navigation. Since 1984, Mr. Zhu has been the director of Production Scheduling Division of Oceanic Administration Bureau under the Ministry of Communications, the director of Integrated Transport Division of the Transport Regulation Department under the Ministry of Communications, and from 1992 onwards, Mr. Zhu has been the deputy director general of Transport Regulation Department and the deputy director general of Water Transportation Department. From July 1998 to April 2007, Mr. Zhu served as the director general of the Department of Restructuring, Laws and Regulations. Mr. Zhu is now also an independent non-executive director of Hao Tian Resources Group Limited (a company listed on the main board of the Stock Exchange (Stock code 0474), Mr. Zhu joined the Company as an independent non-executive Director in January 2008.

In accordance with the Articles of Association, Mr. Zhu’s appointment will be with effect from 20 June 2012 until 18 January 2014 subject to Shareholders’ approval. Save as disclosed above, Mr. Zhu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Zhu will enter into a service contract with the Company. During the proposed term of employment he will be entitled to a director’s fee of RMB100,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Zhu consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Zhu’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Zhu as an independent non-executive Director.

(9) Mr. Zhang Jun (“Mr. Zhang Jun”)

Mr. Zhang Jun, born in January 1963 and aged 49, is professor and a doctoral supervisor. He is currently an independent non-executive Director and a member of each of the Strategy Committee, Remuneration and Appraisal Committee, Audit Committee and Nomination Committee. Previously, he was a tutor, lecturer, associate professor and professor in economics at Fudan University. Mr. Zhang has acted as a visiting professor and a visiting scholar at a number of universities and research

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APPENDIX I

BIOGRAPHIES

institutes in the United States of America, the United Kingdom and Japan since 1994. He acted as a visiting research fellow in the “World Research Institute on Economic Development” of the United Nations University, Helsinki, Finland from June to September 2005 and a Changjiang special professor of “Modern Chinese Economy” at Fudan University in April 2006. Currently, he is the director of the “Research Center of Chinese Economy”, a key research base of the Ministry of Education, and the chief editor of the “World Economic Papers”, a major journal in economics. Mr. Zhang is currently an independent director of Tengda Construction Group Co., Ltd and Deluxe Family Co., Ltd., both being companies listed on the Shanghai Stock Exchange (stock codes 600512 and 600503). Mr. Zhang joined the Company as an independent non-executive Director in May 2009.

In accordance with the Articles of Association, Mr. Zhang Jun’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Save as disclosed above, Mr. Zhang Jun did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Zhang Jun will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment he will be entitled to a director’s fee of RMB100,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Zhang Jun consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Zhang Jun’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Zhang Jun as an independent non-executive Director.

(10) Mr. Lu Wenbin (“Mr. Lu”)

Mr. Lu Wenbin, born in September 1967 and aged 44, is a Ph.D. in accounting. He is currently an independent non- executive Director, the chairman of Audit Committee, a member of each of the Remuneration and Appraisal Committee and Nomination Committee. Mr. Lu started his career in July 1992 as an assistant accountant in the Finance Department of Changzhou Wireless General Factory, Jiangsu Province. In March 1993, he served as a lecturer in the Department of Business Administration at Jiangsu Institute of Petrochemical Technology. From September 2000, he acted as the head and subsequently the director of the Office of Academic Affairs of Shanghai National Accounting Institute. Currently, he is a member of the Accounting Education Committee of the Accounting Society of China. He is also an independent director of Science City Development Public Co., Ltd., Shanghai Bestway Marine Engineering Design Co., Ltd. and Ningbo Shuanglin Auto Parts Co., Ltd, all being companies listed on the Shenzhen Stock Exchange (stock codes: 975, 300008 and 300100). Mr. Lu joined the Company as an independent non-executive Director in May 2009.

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BIOGRAPHIES

APPENDIX I

In accordance with the Articles of Association, Mr. Lu’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Save as disclosed above, Mr. Lu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Lu will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment he will be entitled to a director’s fee of RMB100,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Lu consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Lu’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Lu as an independent non-executive Director.

(11) Mr. Wang Wusheng (“Mr. Wang”)

Mr. Wang Wusheng, born in March 1951 and aged 61, is currently a lawyer and a senior partner of Jin Mao P.R.C. Lawyers, an independent non-executive Director, a member of each of the Remuneration and Appraisal Committee, Audit Committee and Nomination Committee. Mr. Wang had been a law consultant of Legal Affairs Center of Transportation of the Ministry of Transport of the PRC, and an independent director of Shuangliang Eco-Energy Systems Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code: 600481)). Mr. Wang joined the Company as an independent non-executive Director in January 2012.

In accordance with the Articles of Association, Mr. Wang’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Save as disclosed above, Mr. Wang did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Wang will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment he will be entitled to a director’s fee of RMB100,000 per year as provided in the service contract and will not be entitled to any other remunerations or bonuses as a Director. This annual remuneration is determined by the mutual agreement of the parties and by reference to the prevailing market rate and both the Company and Mr. Wang consider such remuneration to be reasonable. Save as disclosed herein, there is no other information relating to Mr. Wang’s proposed re-election as an independent non-executive Director to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Wang as an independent non-executive Director.

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BIOGRAPHIES

APPENDIX I

B. SUPERVISORS — NON EMPLOYEE REPRESENTATIVES

The following are the particulars of the Supervisors proposed to be re-elected or elected at the EGM:

(12) Mr. Xu Wenrong (“Mr. Xu”)

Mr. Xu Wenrong was born in June 1961 and aged 50. He is a professor-level senior engineer. Mr. Xu graduated from East China Petroleum Institute with a Bachelor degree. He is now a director, a member of the Party Committee and Chief of Discipline & Inspection of China Shipping (Group) Company. Mr. Xu was appointed as deputy general Director of Petroleum Geophysical Exploration Bureau of China National Petroleum Corporation (CNPC) in November 1997, and then general Director of Petroleum Geophysical Exploration Bureau of CNPC in December 1999. He was appointed the vice chairman, the general manager and Deputy Party Secretary of Bureau of Geophysical Prospecting of CNPC in December 2002. Mr. Xu was appointed Assistant General Manager of CNPC in January 2004, and at the same time, he was the director of R&D department of CNPC and the chairman of CNPC Services & Engineering Co., Ltd. Mr. Xu was appointed the Chief of Discipline & Inspection of China Shipping (Group) Company in June 2011.

In accordance with the Articles of Association, Mr. Xu’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Mr. Xu did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Xu will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Xu will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Xu’s proposed election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Xu as a Supervisor.

(13) Mr. Xu Hui (“Mr. Xu Hui”)

Mr. Xu Hui, was born in April 1962 and aged 50. He is currently a supervisor of the Company, the general manager of the Shanghai Shipping (Group) Company and non-executive director of China Shipping Container Lines Co., Ltd. (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)). Mr. Xu Hui joined Oil Tanker Company of Shanghai Bureau of Maritime Transportation Administration (BOMTA) in 1984 and was formerly the chief engineer and guidance of chief engineers. Since December 1996, Mr. Xu Hui had been the deputy chief of the shipping technology division of Shanghai Hai Xing Shipping Company Limited and since 1997 he had been the chief of the technology division, Deputy General Manager and General Manager of Shanghai Shipping (Group) Company. Mr. Xu Hui graduated in 1983 from the ship management department of Jimei University and joined the Company in May 2006 as a supervisor.

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BIOGRAPHIES

APPENDIX I

In accordance with the Articles of Association, Mr. Xu Hui’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Save as disclosed above, Mr. Xu Hui did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Xu Hui will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Xu Hui will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Xu’s proposed re-election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed re-election of Mr. Xu Hui as a Supervisor.

(14) Mr. Zhang Rongbiao (“Mr. Zhang Rongbiao”)

Mr. Zhang Rongbiao, was born in October 1961 and aged 50. He is an accountant, auditor and engineer. He is now the general manager and Party secretary of Guangzhou Shipping (Group) Company,a non-executive director of China Shipping Container Lines Co., Ltd (where its A shares are listed on the Shanghai Stock Exchange (stock code 601866) and its H shares are listed on the main board of the Hong Kong Stock Exchange (stock code 2866)) and a director China Shipping Haisheng Co., Ltd (a company listed on the Shanghai Stock Exchange (stock code: 600896)). He was the assistant director and deputy director of Supervision and Auditing Division of Guangzhou Shipping (Group) Company from January 1996 to July 1997, the executive vice director and director of Supervision and Auditing Division of China Shipping (Group) Company from July 1997 to March 2005, and the Party secretary and deputy general manager of China Shipping Development Company Limited Tramp Co. from March 2005 to March 2011. Since April 2011, he has been the general manager and Party secretary of Guangzhou Shipping (Group) Company. Mr. Zhang Rongbiao graduated from Wuhan River Transport College, majoring in Engine Management. He pursued his postgraduate study at Graduate School of Shanghai Academy of Social Sciences from January 1999 to December 2001. Mr. Zhang Rongbiao was a supervisor of the Company from May 2003 to May 2006.

In accordance with the Articles of Association, Mr. Zhang Rongbiao’s appointment will be for 3 years with effect from 20 June 2012 subject to Shareholders’ approval. Save as disclosed above, Mr. Zhang Rongbiao did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Zhang Rongbiao will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Zhang Rongbiao will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to Mr. Zhang Rongbiao’s election as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the proposed election of Mr. Zhang Rongbiao as a Supervisor.

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BIOGRAPHIES

APPENDIX I

C. SUPERVISORS — EMPLOYEE REPRESENTATIVES

The following are the particulars of Ms. Chen Xiuling and Mr. Luo Yuming:

(15) Ms. Chen Xiuling (“Ms. Chen”)

Ms. Chen Xiuling, born in May 1965 and aged 46, has a master degree. She is currently a supervisor of the Company as a representative of staff and the section chief of business department in China Shipping Development Co., Ltd Tramp Co. Ms. Chen graduated from Navigation department of Wuhan University of Technology in May 1990. She was formerly an office clerk of the transportation department, then a director and assistant head of the container transportation department in Guangzhou BOMTA Southern Company. In 1998, she joined the Company and served as a deputy chief of business department, a section chief of shipping department and served as a part-time director of operation department in China Shipping Development Co., Ltd Tramp Co. She has served as a supervisor of the Company as a representative of staff since May 2006.

In accordance with the Articles of Association, Ms. Chen’s appointment will be for 3 years with effect from 20 June 2012. Ms. Chen did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. She is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, she is not interested in any shares of the Company within the meaning of Part XV of the SFO. Ms. Chen will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Ms. Chen will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to the appointment of Ms. Chen as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Ms. Chen as a Supervisor.

(16) Mr. Luo Yuming (“Mr. Luo”)

Mr. Luo Yuming, born in December, 1967 and aged 44, is a senior engineer. He is currently a supervisor of the Company as a representative of staff, assistant to general manager and the head of the shipping department of China Shipping Development Company Limited Tanker Company. Mr. Luo graduated from the Dalian Maritime University majoring in vessel driving. He joined the Company in August 1989 and was captain of oil tankers, head of maritime section, assistant to general manager and deputy general manager of China Shipping Development Company Limited Tanker Company - (Guangzhou Branch). He was appointed the director of the vessel administration department of China Shipping Development Co., Ltd. Tanker Company in September 2005 and the general manager of the shipping department in January 2007. Mr. Luo has served as a supervisor of the Company as a representative of staff since October 2007.

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BIOGRAPHIES

APPENDIX I

In accordance with the Articles of Association, Mr. Luo’s appointment will be for 3 years with effect from 20 June 2012. Mr. Luo did not hold any directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. He is not related to any director, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, he is not interested in any shares of the Company within the meaning of Part XV of the SFO. Mr. Luo will enter into a service contract with the Company for a period of 3 years. During the proposed term of employment, Mr. Luo will not be entitled to any remuneration nor bonus payments as a Supervisor. Save as disclosed herein, there is no other information relating to the appointment of Mr. Luo as a Supervisor to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. There are no other matters that need to be brought to the attention of the Shareholders in relation to the appointment of Mr. Luo as a Supervisor.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

==> picture [77 x 51] intentionally omitted <==

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 9 a.m. on Wednesday, 20 June 2012 at No.156 Jiechang Road, Lingang Logistics Area, Pudong New District, Shanghai, the PRC to consider and, if thought fit, pass the following ordinary resolutions:

Ordinary Resolutions

  • A. To re-elect all the members of the seventh term of the board of directors of the Company and their terms of appointment:

  • the re-election of Mr. Li Shaode as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  • the re-election of Mr. Xu Lirong as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  • the re-election of Mr. Lin Jianqing as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  • the re-election of Mr. Wang Daxiong as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  • the re-election of Mr. Zhang Guofa as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  • the re-election of Mr. Yan Zhichong as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

  1. the re-election of Mr. Qiu Guoxuan as an executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012 be and is hereby approved;

  2. the re-election of Mr. Zhu Yonguang as an independent non-executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  3. the re-election of Mr. Zhang Jun as an independent non-executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  4. the re-election of Mr. Lu Wenbin as an independent non-executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  5. the re-election of Mr. Wang Wusheng as an independent non-executive director of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved.

  6. B. To elect (or re-elect, as the case may be) the members of the seventh term of the supervisory committee of the Company (other than the employee representatives) and their terms of appointment:

  7. the election of Mr. Xu Wenrong as a supervisor of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved;

  8. the re-election of Mr. Xu Hui as a supervisor of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved; and

  9. the election of Mr. Zhang Rongbiao as a supervisor of the Company and the terms of his appointment, details of which are set out in the circular of the Company dated 4 May 2012, be and is hereby approved.

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

4 May 2012 Shanghai The People’s Republic of China

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notes:

  • (A) For resolutions 1 to 14 above, such resolutions are in respect of both the re-election (or election, as the case my be) of each of the directors or supervisors as well as their corresponding terms of appointment as the directors of the Company believe the terms of appointment and their re-election/election are interdependent and linked forming one significant proposal.

  • (B) The H Share register of the Company will be closed from Thursday, 24 May 2012 to Wednesday, 20 June 2012 (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 Thursday, 24 May 2012 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 4:30 p.m. on Wednesday, 23 May 2012.

  • (C) 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

  • (D) 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 Thursday, 31 May 2012.

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

7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

  • (E) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.

  • (F) 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.

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NOTICE OF THE EXTRAORDINARY GENERAL MEETING

  • (G) 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, 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, 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.

  • (H) 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. Notes (E) to (F) 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 (D) 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.

  • (I) 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 authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

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

  • (K) As at the date of this notice, the board of directors of the Company is comprised of Mr. Li Shaode, Mr. Xu Lirong, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, and Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive Directors.

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