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COSCO SHIPPING Development Co., Ltd. Capital/Financing Update 2021

Dec 23, 2021

50782_rns_2021-12-23_c3369b6d-ead4-4e7d-a34b-da44af881292.pdf

Capital/Financing Update

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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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中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.*

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02866)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The “COSCO SHIPPING Development Co., Ltd. Announcement on the Issuance Results of the Non-public Issuance of Shares and Changes in Share Capital of the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares and Related Party Transactions” as published by COSCO SHIPPING Development Co., Ltd. in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 23 December 2021 is enclosed hereto as overseas regulatory announcement in Chinese and English for your reference only. In case of any inconsistencies between the Chinese version and the English translation, the Chinese version shall prevail.

By order of the Board COSCO SHIPPING Development Co., Ltd. Cai Lei Joint Company Secretary

23 December 2021

As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors and Mr. Cai Hongping, Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing, being independent non-executive Directors.

  • The Company is a registered non-Hong Kong company as defined under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name “COSCO SHIPPING Development Co., Ltd.”.

Stock Abbreviation: COSCO SHIPPING Development Stock Code: 601866 Announcement No.: Lin 2021-090

COSCO SHIPPING DEVELOPMENT CO., LTD. ANNOUNCEMENT ON THE ISSUANCE RESULTS OF THE NON-PUBLIC ISSUANCE OF SHARES AND CHANGES IN SHARE CAPITAL OF THE ACQUISITION OF ASSETS AND RAISING ANCILLARY FUNDS THROUGH ISSUANCE OF SHARES AND RELATED PARTY TRANSACTIONS

The board of directors and all directors of the Company warrant that the contents of this announcement do not contain any false information, misleading statement or material omission, and that they shall jointly and severally accept liabilities for the truthfulness, accuracy and completeness of the contents of this announcement.

Important Notice:

  1. Number of shares issued and the issue price Type of shares issued: domestically listed RMB ordinary shares (A shares) Number of shares issued: 530,434,782 shares

Issue price:RMB2.76 per share

  1. The objects of issuance, number of shares placed, subscription amount and the lock-up period
No. Objects of issuance Number of
shares placed
(shares)
Subscription
amount
(RMB)
Lock-up period
(months)
1 China Shipping Group Company
Limited
217,391,304 599,999,999.04 36
2 China
State-owned
Enterprises
Mixed Ownership Reform Fund
Co., Ltd. (中國國有企業混合所有
制改革基金有限公司)
163,043,478 449,999,999.28 6
3 UBS AG 54,347,826 149,999,999.76 6
4 Caitong Fund Management Co.,
Ltd.(財通基金管理有限公司)
48,550,724 133,999,998.24 6
5 China
Asset
Management
Company Limited
14,855,072 40,999,998.72 6
6 Guangxi
Honggui
Capital
Operation Group Co., Ltd.
13,043,480 36,000,004.80 6
7 Huatai Securities Co., Ltd. 10,144,927 27,999,998.52 6
8 Zhao Yulan (趙玉蘭) 9,057,971 24,999,999.96 6
Total 530,434,782 1,463,999,998.32

3. Expected listing date

The relevant formalities for share registration and custody of shares under the non-public issuance (the “Issuance”) were completed by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on 22 December 2021. The shares under the Issuance will be listed and traded on the Shanghai Stock Exchange on the next trading day following the expiry of the lock-up period (will be postponed to the next trading day in case of legal holidays or non-business days). The lockup period shall commence from the date of closing of the issuance.

4. Details of the transfer of the assets

The Issuance did not involve any transfer of the assets. All target subscribers shall subscribe for the shares in cash.

If not otherwise specified, the relevant abbreviations in this announcement shall be the same as those in the Report on the Issuance Results and Changes in Share Capital of The Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Related Party Transactions of COSCO SHIPPING Development Co., Ltd. (the “Company” or “COSCO SHIPPING Development”).

I. Overview of the Issuance

(I) Decision-making and Approval Procedures for the Transaction

  1. On 27 January 2021, the 30th meeting of the sixth session of the Board of Directors of COSCO SHIPPING Development was held to consider and approve the proposal on the issuance results and changes in share capital of the acquisition of assets and raising ancillary funds through issuance of shares and related party transactions;

  2. On 27 January 2021, the 12th meeting of the sixth session of the Supervisory Committee of COSCO SHIPPING Development was held to consider and approve the proposal on the issuance results and changes in share capital of the acquisition of assets and raising ancillary funds through issuance of shares and related party transactions;

  3. On 27 January 2021, a meeting of the board of directors of COSCO SHIPPING Investment was held to consider and approve the proposals related to the transaction;

  4. On 27 January 2021, COSCO SHIPPING Group (a shareholder of China Shipping) made a decision to agree that China Shipping participated in the subscription of A shares in the non-public offering of COSCO SHIPPING Development;

  5. On 22 April 2021, another meeting of the board of directors of COSCO SHIPPING Investment was held to consider and approve the proposals related to the transaction;

  6. On 23 April 2021, a meeting of the board of directors of COSCO SHIPPING Group was held to consider and approve the proposals related to the transaction;

  7. On 29 April 2021, the appraisal report of the Target Assets involved in the transaction was filed by the competent state-owned assets supervision and administration agency;

  8. On 29 April 2021, the 36th meeting of the sixth session of the Board of Directors of COSCO SHIPPING Development was held to consider and approve the proposal on the issuance results and changes in share capital of the acquisition of assets and raising ancillary funds through issuance of shares and related party transactions;

  9. On 29 April 2021, the 15th Meeting of the Sixth Session of the Supervisory Committee of COSCO SHIPPING Development was held to consider and approve the proposal on the issuance results and changes in share capital of the acquisition of assets and raising ancillary funds through issuance of shares and related party transactions;

  10. On 29 April 2021, the shareholders of COSCO SHIPPING Investment (a shareholder of the target company) made a decision and agreed to transfer 100% of the equity interest of the target company to COSCO SHIPPING Development;

  11. On 25 May 2021, the Transaction scheme has been formally approved by the competent state-owned assets supervision and management agency;

  12. On 8 June 2021, a whitewash waiver was granted by the executive officers of the Hong Kong Securities and Futures Commission in respect of the transaction and the special transaction was approved;

  13. On 10 June 2021, the 2021 First Extraordinary General Meeting, the 2021 First Class A Shareholder Meeting and the 2021 First Class H Shareholder Meeting of COSCO SHIPPING Development were held to consider and approve the proposals on the issuance results and changes in

share capital of the acquisition of assets and raising ancillary funds through issuance of shares and related party transactions;

  1. On 10 June 2021, a waiver was granted at the general meeting of COSCO SHIPPING Development on the obligation of COSCO SHIPPING Investment, China Shipping and their concert parties to make a general offer in respect of the transaction;

  2. On 20 October 2021, COSCO SHIPPING Development received the Approval on the Acquisition of Assets Through Issuance of Shares of COSCO SHIPPING Development Co., Ltd. to COSCO SHIPPING Investment Holdings Co., Ltd. and Raising Ancillary Funds” (Zheng Jian Xu Ke [2021] No.3283) (《關於核准中遠海運發展股份有限公司向中遠海運投資控股有限公司發行股 份購買資產並募集配套資金的批覆》) (證監許可[2021]3283 號) issued by the CSRC and the Transaction has been approved by the CSRC.

(II) Overview of the Issuance

  1. Type of shares issued: domestically listed RMB ordinary shares (A shares)

  2. Par value: RMB1.00 each

  3. Number of shares issued: 530,434,782 shares

  4. Pricing basis and issue price: the issue price under the Issuance shall be RMB2.76 per share The pricing benchmark date for the Issuance is the first date of the issuance period (7 December 2021). The issue price of the shares shall not be less than 80% of the average transaction price of the shares of the Company in the 20 trading days prior to the pricing benchmark date and shall not be lower than the amount of the latest audited net asset value per Share, the minimum issue price shall be RMB2.56 per share.

Based on the aforementioned minimum issue price, the final issue price of the shares was determined to be RMB2.76 per share by the board of listed companies together with the independent financial adviser (joint leading underwriter) pursuant to the Implementation Rules for the Non-public Issuance of Shares by Listed Companies (《上市公司非公開發行股票實施細則》) and based on the bid prices offered following the principle of “price priority, subscription amount priority and subscription time priority”.

Where listed companies make any distribution of dividend, issue of bonus shares, conversion of capital reserve into share capital or other ex-right and ex-dividend event from the pricing benchmark

date of the Issuance to the issue date, the aforementioned issue price shall be adjusted accordingly pursuant to the relevant rules of the CSRC and the Shanghai Stock Exchange.

  1. Total proceeds: RMB1,463,999,998.32.

  2. Net proceeds: RMB1,460,904,954.84, net of the issuance expenses of RMB3,095,043.48

(inclusive of value-added taxes).

  1. Use of proceeds: After deducting intermediary agency fees and related taxes and fees, the proceeds from this issuance are planned to be used for the production lines technology transformation project of DFIC Qidong, the container production lines technology transformation project of DFIC Qingdao, the logistics equipment transformation project of DFIC Ningbo, the information system upgrade and setup project of Universal Technology, and the replenishment of the working capital of the listed company. Among others, the proportion of replenishment of the working capital of the listed company does not exceed 25% of the transaction consideration for acquisition of assets through issuance of shares.

  2. Independent financial adviser (joint lead underwriter): China International Capital

Corporation Limited

  1. Financial adviser (joint lead underwriter): China Merchants Securities Co., Ltd.

(III) Capital Verification and Registration of Shares of the Raising of Ancillary funds

1. Capital verification

On 16 December 2021, Baker Tilly International Certified Public Accountants (Special General Partnership) conducted the audit and verification of the application monies paid by the subscribers of the Issuance, and issued the Capital Verification Report by China International Capital Corporation Limited and China Merchants Securities Co., Ltd. (Tian Zhi Ye Zi No. [2021]45425) (hereinafter referred to as the "Capital Verification Report"). According to the Capital Verification Report, as of 15 December 2021, CICC has received the total subscription amount of RMB1,463,999,998.32 from the subscribers.

On 16 December 2021, CICC has transferred the balance of such subscription monies, after deducting the underwriting fees, to the special account designated by the Company for the fund raising.

On 17 December 2021, ShineWing Certified Public Accountants LLP examined the arrival of the issuance proceeds at the issuer’s account and issued the Capital Verification Report on the Non-

public Issuance of Shares for Raising Funds by COSCO SHIPPING Development Company Limited (XYZH/2021BJAA131539) (hereinafter referred to as the "Capital Verification Report"). According to the Capital Verification Report, as of 16 December 2021, COSCO SHIPPING Development has issued 530,434,782 RMB ordinary shares and raised total proceeds of RMB1,463,999,998.32. After deducting the underwriting fees of RMB3,095,043.48 (VATs inclusive), the net proceeds amounted to RMB1,460,904,954.84. Among them, the registered capital increased by RMB530,434,782 and the capital reserve increased by RMB930,470,172.84.

2. Registration of new shares

The Company has completed the registration and custody procedures for the issuance of shares at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 22 December 2021 and has obtained the Certificate of Registration of Change in Securities issued by the Shanghai Branch of China Securities Depository and Clearing Corporation Limited.

(IV) Opinions of Independent Financial Advisor and Legal Advisor

The Report on the Compliance of Process and Subscribers of Non-public Issuance of Shares in connection with the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares by COSCO SHIPPING Development Co., Ltd. and Related Party Transactions is issued by the Joint Lead Underwriters for the Issuance, China International Capital Corporation Limited and China Merchants Securities Co., Ltd., details of which are available on the website of Shanghai Stock Exchange (www.sse.com.cn).

The Legal Opinion of Grandall Law Firm (Shanghai) on the Compliance of Process and Subscribers of Non-public Issuance of Shares in connection with the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares by COSCO SHIPPING Development Co., Ltd. and Related Party Transactions is issued by the legal adviser for the Issuance, Grandall Law Firm (Shanghai)., details of which are available on the website of Shanghai Stock Exchange (www.sse.com.cn).

III. Brief Introduction of Results and objects of the Issuance

(I) Results of the Issuance

  1. Objects of the Issuance, number of shares subscribed, subscription amount and lock-up period
No. Object of the
Issuance
Number of shares
subscribed (shares)
Subscription
Amount (RMB)
Lock-up
period
(months)
1 China Shipping 217,391,304 599,999,999.04 36
No. Object of the
Issuance
Number of shares
subscribed (shares)
Subscription
Amount (RMB)
Lock-up
period
(months)
2 China State-owned
Enterprises Mixed
Ownership Reform
Fund Co., Ltd.
163,043,478 449,999,999.28 6
3 UBS AG 54,347,826 149,999,999.76 6
4 Caitong Fund
Management Co., Ltd.
48,550,724 133,999,998.24 6
5 China Asset
Management Company
Limited
14,855,072 40,999,998.72 6
6 Guangxi Honggui
Capital Operation
Group Co., Ltd.
13,043,480 36,000,004.80 6
7 Huatai Securities Co.,
Ltd.
10,144,927 27,999,998.52 6
8 Zhao Yulan 9,057,971 24,999,999.96 6
Total 530,434,782 1,463,999,998.32 -

2. Expected listing date

The share registration and custody procedures in relation to the Issuance with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. had been completed on 22 December 2021. The newly issued shares under the Issuance will be listed and traded on the Shanghai Stock Exchange on the next trading day following the expiry of the lock-up period (the expected listing date will be postponed to the next trading day in case of legal holidays or non-business days). The lockup period shall commence from the date of closing of the issuance.

(II) Objects of the Issuance

1. China Shipping

(II)Objects of the Issuance
1. China Shipping
Name of Company China Shipping Group Company Limited (中國海運集團有限公司)
Legal Representative Wan Min
Registered Capital RMB9,736,363,219
Unified Social Credit Identifier 913100001322852476
Type of Company Limited liability company (solely owned legal person invested in or
controlled by a natural person)
Registered Address Room A-1022, No.188 Yesheng Road, Lingang Special Area, China
(Shanghai) Pilot Free Trade Zone
Scope of Business Approved projects: Global liner shipping. (For projects subject to
approval according to the law, business activities can only be carried out
after the approval of relevant departments, and the specific business
projects shall be subject to the approval documents or permits of relevant
departments) General projects: engaged in international transportation by
container vessels and general cargo vessels; import and export business;
international commodities transport agency;investment in terminals and

harbors; lease and repair of vessels (only operated by branches); communication and navigation and manufacture of relevant equipment and products; (only operated by branches); communication and navigation and repair of relevant equipment and products (only operated by branches); warehouse and depot; manufacture of containers (only operated by branches); repair and sale of containers; sale of vessels and related parts; sale of steels; technology consultation and communication and IT services in connection with the above businesses. (Except for projects that are subject to approval according to the law, business activities shall be carried out independently with the business license according to the law).

2. China State-owned Enterprises Mixed Ownership Reform Fund Co., Ltd.

Name of Company China State-owned Enterprises Mixed Ownership Reform Fund Co.,
Ltd.
Legal Representative Li Hongfeng
Registered Capital RMB70,700,000,000
Unified Social Credit Identifier 91310000MA1FL7MC49
Type of Company Limited liability company (Hong Kong, Macao and Taiwan investment,
non-sole proprietorship)
Registered Address Room 821, No.888, Huanhu West Second Road, Lin-gang Special
Area, China (Shanghai) Pilot Free Trade Zone
Scope of Business General projects: equity investment; asset management; investment
advisory services; business management consulting. (Except for projects
that are subject to approval according to the law, business activities shall
be carried out independently with the business license according to the
law)

3. UBS AG

Name of Company UBS AG
Registered Capital CHF385,840,847
No. of Registration QF2003EUS001
Type of Company Qualified Foreign Institutional Investors (QFII)
Registered Address Bahnhofstrasse 45,8001 Zurich , Switzerland , and
Aeschenvorstadt1,4051 Basel , Switzerland
Scope of Principal Business Domestic securities investment

4. Caitong Fund Management Co., Ltd.

Name of Company Caitong Fund Management Co., Ltd.
Legal Representative Wu Linhu
Registered Capital RMB200,000,000
Unified Social Credit Identifier 91310000577433812A
Type of Company Other limited liability company
Registered Address Room 505, No.619 Wusong Road, Hongkou District, Shanghai
Scope of Business Fund raising, fund sales, asset management for specific clients, asset
management and other businesses permitted by China Securities
Regulatory Commission. (For projects subject to approval according to
the law, business activities can only be carried out after the approval of
relevant departments)

5. China Asset Management Company Limited

Name of Company China Asset Management Company Limited
Legal Representative Yang Minghui
Registered Capital RMB238,000,000
Unified Social Credit Identifier 911100006336940653
Type of Company Limited liability company (Sino-foreign joint venture)
Registered Address Court A3, Anqing Street, Shunyi District, Beijing
Scope of Business (1) Fund raising; (2) fund sales; (3) asset management; (4) asset
management for specific clients; (5) other businesses approved by China
Securities Regulatory Commission. (The market entities may
independently choose projects to operate and conduct business activities
according to the law; for projects subject to approval according to the
law, business activities can be carried out within the scope approved by
relevant departments; the entities shall not carry out engage in those
business activities prohibited or restricted by the national and local
industrialpolicies.)

6. Guangxi Honggui Capital Operation Group Co., Ltd.

Name of Company Guangxi Honggui Capital Operation Group Co., Ltd.
Legal Representative He Youcheng
Registered Capital RMB4,200,000,000
Unified Social Credit Identifier 914500006777231125
Type of Company Limited liability company (solely state-owned)
Registered Address Suites 520 and 522, 5/F, Building 1, Business Center of Nanning
Comprehensive Bonded Zone, 20 Jinhai Road, Liangqing District,
Nanning City
Scope of Business Approved projects: real estate development and operation; food
production; food operation; food operation (sales of bulk food); health
food sales; food sales on internet; food sales on internet (sales of
prepackaged food); distribution and transportation services in urban area
(excluding dangerous goods); import and export of goods (For projects
subject to approval according to the law, business activities can only be
carried out after the approval of relevant departments, and the specific
business projects shall be subject to the approval documents or permits
of relevant departments) General projects: equity investment and
management and related consulting service; asset operation and
management and related consultingservice; investment, management

and related consulting services for real estate, hotel and tourism, technology industries, finance, property, mineral resources, warehousing, logistics, bidding, and property rights transactions; entrusted management of enterprises and assets and related consulting service; domestic trade; house leasing; financial consulting; social and economic consulting services (Except for projects that are subject to approval according to the law, business activities shall be carried out independently with the business license according to the law).

7. Huatai Securities Co., Ltd.

7.Huatai Securities Co., Ltd.
Name of Company Huatai Securities Co., Ltd.
Legal Representative Zhang Wei
Registered Capital RMB9,076,650,000
Unified Social Credit Identifier 91320000704041011J
Type of Company Joint stock company (listed)
Registered Address No.228, Jiangdong Middle Road, Nanjing
Scope of Business Securities brokerage, proprietary trading of securities, securities
underwriting (limited to underwriting of government bonds, debt
financing instruments of non-financial enterprises and financial bonds
(including policy financial bonds)), securities investment consulting,
provision of intermediary introduction business for futures companies,
margin financing and securities lending business, agency sale of financial
products, agency sale of securities investment funds, custodian for
securities investment funds, agency services for gold and other precious
metals spot contracts and proprietary business for spot gold contracts,
stock options market making business, other business activities approved
by the CSRC. (For projects subject to approval according to the law,
business activities can only be carried out after the approval of relevant
departments)

8. Zhao Yulan

8. Zhao Yulan
Type Domestic natural person
Address No.51 Binhe West Road, Wanbailin District, Taiyuan City, Shanxi
Province
ID card number 1402021970**

(III) Related Relationship, Material Transactions during the Past Year and Future

Transaction Plan with the Objects of the Issuance and the Company

  1. Related Relationship with the Objects of the Issuance

None of the above mentioned objects of the Issuance is our Controlling shareholder, de facto controller and related parties under its control, directors, supervisors, senior management, Joint Lead Underwriters and related parties under their control or on which they can exert considerable influence, expect China Shipping, who is the direct controlling shareholder of the Company. The Shares issued will be fully subscribed in cash by the objects of the Issuance, and none of the funding is, neither directly nor indirectly, from the Company or its related parties.

  1. Material Transactions with the Objects of the Issuance or its Related Parties during the Past

Year

For details of the related transactions with China Shipping during the past year, please see regular report and interim report disclosed by the Company. For transactions with China State-owned Enterprises Mixed Ownership Reform Fund Co., Ltd., please see regular report and interim report disclosed by the Company. As of now, there have been no material transactions with the objects of this non-public issuance or their related parties during the past year except those with China Shipping and China State-owned Enterprises Mixed Ownership Reform Fund Co., Ltd.

  1. Future Transaction Plans with Objects of the Issuance or its Related Parties

For potential related transactions with the objects of the Issuance or its related parties in the future, the Company will carry out relevant approval and decision-making procedures and perform disclosure obligations according to the PRC Company Law, the PRC Securities Law, Listing Rules of the Shanghai Stock Exchange and other laws and regulations and requirements under the Article of Association.

III. Change of the top 10 shareholders of the Company before and after the Issuance

(I) Shareholding of the top 10 shareholders of the Company before the Issuance

Before the Issuance, as of 25 November 2021, the top 10 shareholders of COSCO SHIPPING

Development and their shareholding and percentage were as follow:

No. Name of shareholder Number of
shares held
(shares)
Shareholdi
ng
percentage
(%)
Class of
Shares
1 China Shipping Group Company
Limited
4,410,624,386 33.78% A Shares
2 HKSCC NOMINEES LIMITED
Note1
3,556,241,248Note 2 27.24% H Shares
3 COSCO SHIPPING Investment
Holdings Co., Ltd.Note3
1,447,917,519 11.86% A Shares
100,944,000 H Shares
No. Name of shareholder Number of
shares held
(shares)
Shareholdi
ng
percentage
(%)
Class of
Shares
4 Hong Kong Securities Clearing
Company LimitedNote4
147,953,331 1.13% A Shares
5 A securities account of COSCO
SHIPPING Development Co., Ltd.
designated for repurchase
79,627,003 0.61% A Shares
6 Henan Yiluo Investment
Management Co., Ltd. – Letian No.
1 Yiluo private equity investment
fund
49,301,464 0.38% A Shares
7 China COSCO SHIPPING
Corporation Limited
47,570,789 0.36% A Shares
8 Henan Yiluo Investment
Management Co., Ltd. – Junan No.
12 Yiluo private equity investment
fund
38,451,223 0.29% A Shares
9 Henan Yiluo Investment
Management Co., Ltd. – Yiluo No.
9 private equity investment fund
34,875,100 0.27% A Shares
10 Henan Yiluo Investment
Management Co., Ltd. – Huazhong
No. 3 Yiluo private equity
investment fund
27,014,286 0.21% A Shares

Note 1: Shares held by HKSCC NOMINEES LIMITED represent the sum of shares held in the accounts of the H shareholders of the Company that traded on the trading platform of HKSCC NOMINEES LIMITED. To avoid double counting, 100,944,000 H Shares indirectly held by Ocean Fortune Investment Limited, a subsidiary of COSCO SHIPPING Investment Holdings Co., Ltd., have been excluded from the number of shares held by HKSCC Nominees Limited.

Note 2:The number of shares held by HKSCC NOMINEES LIMITED represents the number of Shares it held as of 30 September 2021.

Note 3:100,944,000 H Shares of the Company are indirectly held by Ocean Fortune Investment Limited, a subsidiary of COSCO SHIPPING Investment Holdings Co., Ltd., through HKSCC NOMINEES LIMITED as the nominee.

Note 4:The shares held by Hong Kong Securities Clearing Company Limited are the sum of the A shares of the Company purchased through the Northbound Trading.

(II) Shareholding of the top 10 shareholders of the Company after the Issuance

After the Issuance, as of 22 December 2021, the top 10 shareholders of the Company and their

respective shareholdings are as follows:

NO. Name of shareholder Total number of
shares held
(shares)
Shareholding
percentage
(%)
Class of
Shares
1 China Shipping Group Company
Limited
4,628,015,690 34.06% A Shares
2 HKSCC NOMINEES LIMITED
Note1
3,556,241,248Note2 26.17% H Shares
NO. Name of shareholder Total number of
shares held
(shares)
Shareholding
percentage
(%)
Class of
Shares
3 COSCO SHIPPING Investment
Holdings Co., Ltd.Note3
1,447,917,519 11.40% A Shares
100,944,000 H Shares
4 China State-owned Enterprises
Mixed Ownership Reform Fund
Co., Ltd.
163,043,478 1.20% A Shares
5 Hong Kong Securities Clearing
Company LimitedNote4
112,804,741 0.83% A Shares
6 A securities account of COSCO
SHIPPING Development Co., Ltd.
designated for repurchase
79,627,003 0.59% A Shares
7 UBS AG 54,680,423 0.40% A Shares
8 Henan Yiluo Investment
Management Co., Ltd. – Letian No.
1 Yiluo private equity investment
fund
49,301,464 0.36% A Shares
9 China COSCO SHIPPING
Corporation Limited
47,570,789 0.35% A Shares
10 Henan Yiluo Investment
Management Co., Ltd. – Junan No.
12 Yiluo private equity investment
fund
38,451,223 0.28% A Shares

Note 1: Shares held by HKSCC NOMINEES LIMITED represent the sum of shares held in the accounts of the H shareholders of the Company that traded on the trading platform of HKSCC NOMINEES LIMITED. To avoid double counting, 100,944,000 H Shares indirectly held by Ocean Fortune Investment Limited, a subsidiary of COSCO SHIPPING Investment Holdings Co., Ltd., have been excluded from the number of shares held by HKSCC Nominees Limited.

Note 2:The number of shares held by HKSCC NOMINEES LIMITED represents the number of Shares it held as of 30 September 2021.

Note 3:100,944,000 H Shares of the Company are indirectly held by Ocean Fortune Investment Limited, a subsidiary of COSCO SHIPPING Investment Holdings Co., Ltd., through HKSCC NOMINEES LIMITED as the nominee.

Note 4:The shares held by Hong Kong Securities Clearing Company Limited are the sum of the A shares of the Company purchased through the Northbound Trading.

(III) The impact of the Issuance on the control over the Company

Prior to the Issuance, the direct controlling shareholder of the Company was China Shipping, the indirect controlling shareholder was COSCO Shipping Group, and the de facto controller was the

State-owned Assets Supervision and Administration Commission of the State Council. Upon the completion of this Issuance, China Shipping remains the direct controlling shareholder of the Company, COSCO Shipping Group remains the indirect controlling shareholder of the Company, and the de facto controller remains the State-owned Assets Supervision and Administration Commission of the State Council. Therefore, the Issuance will not result in changes in the controlling shareholders and the de facto controller of the Company.

IV.CHANGES IN THE SHARE CAPITAL STRUCTURE OF THE COMPANY

Changes in the share capital structure of the Company before and after the Issuance are as follows:

Item Before the Issuance Before the Issuance After the Issuance After the Issuance
Number of shares
(shares)
Percentage Number of shares
(shares)
Percentage
I. Shares subject to selling
restrictions

-

-

-

-
RMB-denominated
Ordinary Shares (A Shares)
1,447,917,519
11.09%

1,978,352,301

14.56%
Overseas
listed
foreign
shares (H Shares)

-

-

-

-
II. Shares not subject to
selling restrictions

-

-

-

-
RMB-denominated
Ordinary Shares (A Shares)
7,932,125,000
60.75%

7,932,125,000

58.38%
Overseas
listed
foreign
shares (H Shares)

3,676,000,000

28.16%

3,676,000,000

27.06%
III. Total number of Shares 13,056,042,519
100.00%

13,586,477,301
100.00%

V. MANAGEMENT DISCUSSION AND ANALYSIS

The Issuance will have a positive impact on the financial condition, profitability and ability to continue as a going concern of the Company. For details, please refer to the Report on Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Related Party Transactions of COSCO SHIPPING Development Co., Ltd.(《中遠海運發展股份有限公司發行股份購買資產並募集配套資金暨關聯交易報 告書》)disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 21 October 2021.

VI. RELEVANT INSTITUTIONS INVOLVED IN THE ISSUANCE

(I) Independent financial advisor (Joint Lead Underwriters)

Name of institution:China International Capital Corporation Limited

Legal representative:Shen Rujun (沈如軍)

Office address:27th &28th Floor, China World Tower 2, No.1 Jianguomenwai Avenue, Chaoyang District,

Beijing

Telephone:010-65051166

Fax:010-65051156

Project members:Mo Taiping (莫太平), Wang Du (王都) and Wang He (王鶴)

(II) Financial advisor (Joint Lead Underwriters)

Name of institution:China Merchants Securities Co., Ltd

Legal representative:Huo Da (霍達)

Office address: 111 Fuhua Yi Road, Futian Sub-district, Futian District, Shenzhen, Guangdong Province

Telephone:0755-82943666/0755-82960432

Fax:0755-82944669/0755-82960794

Project members:Jiang Jingliang (江敬良), Yan Jiali (嚴家立) and Yu Fan (鬱凡)

(III) Legal advisor

Name of institution:Grandall Law Firm (Shanghai)

Person in charge:Li Qiang (李強)

Office address:Reception center, 27/F, Garden Square, 968 West Beijing Road, Shanghai

Telephone:021-52341668

Fax:021-52433320

Responsible lawyers: Lin Lin (林琳) and Geng Chen (耿晨)

(IV) Auditor

Name of institution:Ernst & Young Hua Ming LLP (Special General Partnership)

Person in charge:Mao Anning (毛鞍寧)

Office address:16th Floor, Ernst & Young Building, Dongfang Square, No. 1 East Changan Road,

Dongcheng District, Beijing

Telephone:010-58153000

Fax:010-85188298

Project members:Yang Lei (楊磊) and Zhu Li (朱莉)

(V) Capital Verification Agency

Name of institution:ShineWing Certified Public Accountants LLP

Person in charge:Tan Xiaoqing (譚小青)

Office address: Block A, Fu Hua Mansion, No.8 Chaoyangmen Beidajie, Dongcheng District, Beijing

Telephone:010-65542288

Fax:010-65547190

Project members:Wang Youjuan (王友娟) and Wang Shenghui (王聖會)

VII. DOCUMENTS AVAILABLE FOR INSPECTION

(I) The Approval on the Acquisition of Assets Through Issuance of Shares of COSCO SHIPPING Development Co., Ltd. to COSCO SHIPPING Investment Holdings Co., Ltd. and Raising Ancillary Funds” (Zheng Jian Xu Ke [2021] No.3283) (《關於核准中遠海運發展股份有限公司向中遠海運投資控股有限公 司發行股份購買資產並募集配套資金申請的批複》(證監許可[2021]3283 號)) issued by the China Securities Regulatory Commission;

(II) The Capital Verification Report on Proceeds from the Non-public Issuance of Shares of COSCO SHIPPING Development Co., Ltd. (No. XYZH/2021BJAA131539) (XYZH/2021BJAA131539 號《中遠海 運發展股份有限公司非公開發行股份募集資金的驗資報告》) issued by ShineWing Certified Public Accountants LLP;

(III) The Certificate of Registration of Changes in Securities (《證券變更登記證明》) issued by China Securities Depository and Clearing Company Limited Shanghai Branch;

(IV) The Report on the Non-public Issuance of Shares in relation to the Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Related Party Transactions of COSCO SHIPPING Development Co., Ltd.(《中遠海運發展股份有限公司發行股份購買資產並募集配套資金暨關聯交易之 非公開發行股票發行情況報告書》);

(V) The Report on compliance of the process and target subscriber of the Non-public Issuance of Shares in relation to the Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Connected Transaction of COSCO SHIPPING Development Co., Ltd. (《關於中遠海運發展股份有限公司發行股份購 買資產並募集配套資金暨關聯交易之非公開發行股票發行過程和認購對象合規性的報告》)issued by China International Capital Corporation Limited and China Merchants Securities Co., Ltd;

(VI) The Legal Opinion of Grandall Law Firm (Shanghai) on Compliance of the Process and Target Subscriber of the Non-public Issuance of Shares in relation to the Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Related Party Transactions of COSCO SHIPPING Development Co., Ltd.(《國浩律師(上海)事務所關於中遠海運發展股份有限公司發行股份購買資產並募集配套資金暨 關聯交易之非公開發行股票發行過程及認購對象合規性之法律意見書》);

(VII) The Report on the Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Related Party Transactions of COSCO SHIPPING Development Co., Ltd.(《中遠海運發展股份有限公 司發行股份購買資產並募集配套資金暨關聯交易報告書》)and other application documents reviewed by the China Securities Regulatory Commission.

The announcement is hereby given.

Board of Directors of COSCO SHIPPING Development Co., Ltd.

23 December 2021