COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2016

Jan 27, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(Stock code: 02866)

ANNOUNCEMENT

COMPLETION OF THE FILING OF THE VALUATION ON TARGET ENTITIES UNDER (1) THE EQUITY ACQUISITION AGREEMENTS AND (2) THE EQUITY SALES AGREEMENTS

We refer to the announcement of China Shipping Container Lines Company Limited (the “ Company ”) dated 13 December 2015 and the circular of the Company dated 31 December 2015 (the “ Circular ”) in relation to, among other things, transactions under a series of agreements between the Company and CS Company, COSCO Company, China COSCO, COSCO Pacific or their relevant subsidiaries (including the Equity Acquisition Agreements and the Equity Sales Agreements). Unless otherwise specified, the capitalized terms used herein shall have the same meaning as defined in the Circular.

On 27 January 2016, the Company received notices issued by SASAC, CS Company and COSCO Company respectively that they have completed their respective review on the valuation of the target entities under the the Equity Acquisition Agreements and the Equity Sales Agreements (the “ Target Entities ”). According to the review of SASAC, CS Company and COSCO Company (as the case maybe), the valuation on certain Target Entities as listed below shall be adjusted as follows (the “ Adjustment ”).

			Change in
			Percentage
Valuation Targets	Initial Value	Change of Value	Terms
the Onshore Agencies and	RMB885.6734	+ RMB3.0246	+0.34%
Other Related BusinessNote	million	million
a 49% equity interest in CS Ports	RMB3,739.9031	– RMB3.5786	-0.10%
	million	million
CS Investment	RMB3,458.4549	– RMB6.3883	-0.18%
	million	million
COSCO Finance	RMB2,890.6703	+ RMB40.2421	+ 1.39%
	million	million

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• Note: The target entities under the Onshore Agencies and Other Related Business of which the valuation shall be adjusted include: (a) China Shipping Container Lines Dalian Co., Ltd., (b) China Shipping Container Lines Yingkou Company Limited, (c) China Shipping Container Lines Shanghai Co., Ltd., (d) China Shipping Container Lines Xiamen Co., Ltd., (e) China Shipping Container Lines (Dalian) Data Processing Co., Ltd., (f) Shanghai Puhai Shipping Liners Co., Ltd., (g) Dalian Vanguard International Logistics Co., Ltd., (h) Jinzhou Port Container and Railway Logistics Limited and (i) Angang Vehicle Transportation Co., Ltd.

The Adjustment is immaterial in the context of the transaction contemplated and is mainly made in the following specific areas:

• (1) for the value of the Onshore Agencies and Other Related Business, adjustments were made to the valuation of certain automobiles, office softwares, buildings and comparison cases used in the valuation of certain vessels and properties based on the market approach;

• (2) for the value of CS Ports, adjustments were made to the valuation of certain land properties;

• (3) for the value of CS Investment, adjustments were made to the valuation parameters used; and

• (4) for the value of COSCO Finance, adjustments were made to the difference between the target subject and the comparison targets used in the market approach-based valuation.

Save for those mentioned above, all information on the Target Entities as stated in the Circular remains true and accurate.

TRANSACTION AGREEMENTS

Under the Equity Acquisition Agreements and the Equity Sales Agreements, the Company and the relevant counterparties agreed, among other things, that the consideration under the relevant agreements may be adjusted based on the results of the review of the relevant valuation by the competent authority. As a result of the Adjustment, the total consideration contemplated under the Equity Acquisition Agreements is increased by RMB2.1632 million and the total consideration under and the Equity Sales Agreements is reduced by RMB554,000, representing an adjustment of the initial consideration by less than 0.01% in value.

In order to reflect the Adjustment, on 27 January 2016, the Company and the relevant counterparties agreed that the consideration under the following agreements shall be adjusted as below based on their respective terms and/or supplemental agreements to be entered into for such purpose on:

• (1) the initial consideration as provided in the CS Onshore Agency Sales Agreement shall be adjusted from RMB885.6734 million to RMB888.698 million, representing an increase of RMB3.0246 million or approximately 0.34%.

• (2) the initial consideration as provided in the CS Investment Acquisition Agreement shall be adjusted from RMB3,458.4549 million to RMB3,452.0666 million, representing a decrease of RMB6.3883 million or approximately 0.18%.

• (3) the appraised value of COSCO Finance of the COSCO Finance Capital Increase Agreement shall be adjusted from RMB2,890.6703 million to RMB2,930.9124 million, representing an increase of RMB40.2421 million or approximately 1.39% and the Capital Increase to be made by the Company shall be adjusted from RMB614.2674 million to RMB622.8189 million, representing an increase of RMB8.5515 million or approximately 1.39%.

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• (4) according to the supplemental agreement to the CS Ports Sales Agreement, the initial consideration of the 100% equity interests in CS Ports as provided in the CS Ports Sales Agreement shall be adjusted from RMB7,632.4553 million to RMB7,625.1520 million, representing a decrease of RMB7.3033 million or approximately 0.10%.

Save and except as amended by the supplemental agreement above, all provisions of the CS Ports Sales Agreement remain unchanged and continue to be in force.

By order of the Board of China Shipping Container Lines Company Limited Yu Zhen Joint Company Secretary

Shanghai, the PRC, 27 January 2016

The Board as at the date of this announcement comprises of Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Chen Jihong, being non-executive Directors, and Ms. Zhang Nan, Mr. Guan Yimin, Mr. Shi Xin, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive Directors.

• The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “China Shipping Container Lines Company Limited”.

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