COSCO SHIPPING Development Co., Ltd. — Major Shareholding Notification 2020

Oct 12, 2020

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)

MAJOR TRANSACTION – DISPOSAL OF CIMC SHARES

THE SHARE TRANSFER AGREEMENT

The Board is pleased to announce that on 12 October 2020, COSCO Container, Long Honour, Shenzhen Capital Operation, Shenzhen Capital Hong Kong and the Company entered into the Share Transfer Agreement, pursuant to which COSCO Container and Long Honour have agreed to sell, and Shenzhen Capital Operation and Shenzhen Capital Hong Kong have agreed to purchase, the Target Shares, being an aggregate of 645,010,617 CIMC Shares, comprising 350,000,000 A shares and 295,010,617 H shares and representing approximately 17.94% of the total issued share capital of CIMC.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios calculated in respect of the Disposal in accordance with the Hong Kong Listing Rules exceed 25% but are less than 75%, the Disposal constitutes a major transaction of the Company which is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Hong Kong Listing Rules.

EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, approve, among other things, the Disposal.

A circular containing, among other things, (i) further details of the Disposal; and (ii) a notice convening the EGM, is expected to be despatched to the Shareholders on 13 October 2020.

As Completion is subject to a number of conditions, the Disposal may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

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INTRODUCTION

The Board is pleased to announce that on 12 October 2020, COSCO Container, Long Honour, Shenzhen Capital Operation, Shenzhen Capital Hong Kong and the Company entered into the Share Transfer Agreement, pursuant to which COSCO Container and Long Honour have agreed to sell, and Shenzhen Capital Operation and Shenzhen Capital Hong Kong have agreed to purchase, the Target Shares, being an aggregate of 645,010,617 CIMC Shares, comprising 350,000,000 A shares and 295,010,617 H shares and representing approximately 17.94% of the total issued share capital of CIMC.

THE SHARE TRANSFER AGREEMENT

The principal terms of the Share Transfer Agreement are as follows:

• Parties: (1) COSCO Container, as Vendor;

• (2) Long Honour, as Vendor;

• (3) Shenzhen Capital Operation, as Purchaser;

• (4) Shenzhen Capital Hong Kong, as Purchaser; and

• (5) the Company.

Subject matter:

Pursuant to the Share Transfer Agreement and subject to the terms and conditions thereunder:

• (1) COSCO Container has agreed to sell, and Shenzhen Capital Operation has agreed to purchase, 350,000,000 A shares of CIMC;

• (2) COSCO Container has agreed to sell, and Shenzhen Capital Hong Kong has agreed to purchase, 264,624,090 H shares of CIMC; and

• (3) Long Honour has agreed to sell, and Shenzhen Capital Hong Kong has agreed to purchase, 30,386,527 H shares of CIMC.

Consideration:

The parties agree the price per Target Share for the Disposal shall be not lower than the higher of:

• (1) the arithmetic average of the daily weighted average price of the CIMC Shares for the 30 trading days before the indicative announcement of CIMC on 25 August 2020 in relation to the Disposal, being approximately RMB8.48 per A share of CIMC and approximately HK$7.64 per H share of CIMC; and

• (2) the audited net asset value per CIMC Share for the latest financial year, being RMB9.83 per CIMC Share.

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The abovementioned RMB9.83 per CIMC Share represents the audited net assets per share attributable to the shareholders of CIMC (and excluding holders of other equity instruments of CIMC) as at 31 December 2019.

Accordingly, the parties agreed that the price per Target Share for the Disposal shall be RMB9.83 per Target Share and the aggregate consideration for the Disposal shall be RMB6,340,454,365.11, subject to adjustments as further described below.

The price per Target Share and the Consideration were determined after arm’s length negotiations between the Vendors and the Purchasers on normal commercial terms with reference to the prevailing trading price of the CIMC Shares and the audited net asset value per CIMC Share as at 31 December 2019 and in accordance with the relevant requirements under the Measures for the Supervision and Administration of Stateowned Equities of Listed Companies (《上市公司國有股權監督管理辦 法》).

Adjustments to the Consideration:

The price per Target Share and the Consideration shall be subject to adjustments as follows:

• (1) in the event of the distribution of cash dividends by CIMC during the period between the date of signing of the Share Transfer Agreement and the date of completion of registration of transfer of the Target Shares, the Purchasers shall be entitled to such cash dividends and the Vendors shall pay such cash dividends to the Purchasers within three (3) working days after receiving the cash dividends, if the Vendors fail to pay such amounts in time, the Purchasers shall be entitled to deduct the aforementioned amount of cash dividends from the Consideration payable under the Share Transfer Agreement; and

• (2) in the event of ex-right events of CIMC including placing, bonus issues and capitalization of capital reserves during the period between the date of signing of the Share Transfer Agreement and the date of completion of registration of transfer of the Target Shares, the number of the Target Shares and the price per Target Share shall be adjusted accordingly, but the parties shall endeavour to ensure that the Consideration shall remain unchanged.

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Payment:

The Target A Shares Consideration shall be settled in RMB and the Target H Shares Consideration shall be settled in HK$, which shall be calculated based on the middle exchange rate of HK$ to RMB published by People’s Bank of China on the day immediately before the date of payment of the Target H Shares Consideration.

Within five (5) working days after the satisfaction of the Conditions Precedent, Shenzhen Capital Operation shall inform COSCO Container and the Company of the date of payment of the Target A Shares Consideration in writing. Within two (2) working days of the aforementioned payment date, (i) the payment of the Target A Shares Consideration (net of applicable taxes payable by COSCO Container) by Shenzhen Capital Operation to the designated account of COSCO Container; and (ii) the return of the Security Deposits by the Company to Shenzhen Capital Operation shall be completed. Within five (5) working days of the aforementioned payment date, Shenzhen Capital Operation shall provide to COSCO Container evidence of full payment on behalf of COSCO Container of the applicable taxes.

COSCO Container shall, within ten (10) working days after the payment of the Target A Shares Consideration, submit an application to the Shenzhen Stock Exchange for the transfer of the Target A Shares and, within five (5) working days after the issue of the confirmation by the Shenzhen Stock Exchange, cooperate with Shenzhen Capital Operation to apply for the share transfer registration of the Target A Shares with CSDC.

On the day of the submission by Shenzhen Capital Operation of the application to CSDC for the share transfer registration of the Target A Shares, the Target H Shares Consideration shall be paid by Shenzhen Capital Hong Kong to the Vendors in HK$ calculated based on the applicable exchange rate as described above and the Target H Shares shall be delivered to Shenzhen Capital Hong Kong, through the Central Clearing and Settlement System.

Security Deposits:

Within five (5) working days after the signing of the Share Transfer Agreement, the Purchasers shall pay the Security Deposits in the aggregate amount of RMB1,902,136,309.53, which is equivalent to 30% of the Consideration, to the designated onshore account of the Company.

As disclosed in the sub-section headed “The Disposal – Payment” above, the Security Deposits shall be returned to Shenzhen Capital Operation upon the payment of the Target A Shares Consideration. In the event of the termination of the Share Transfer Agreement in accordance with the terms thereof, the Security Deposits (together with accrued interest, if any) shall be returned to Shenzhen Capital Operation.

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Effectiveness of the Share Transfer Agreement:

The effectiveness of the Share Transfer Agreement is subject to the following conditions:

• (1) the Share Transfer Agreement having been duly executed by the parties;

• (2) the Disposal having been approved by the Shareholders at the general meeting of the Company;

• (3) the Vendors having obtained the approval of SASAC in respect of the non-public agreement transfer of state-owned equities involved in the Disposal; and

• (4) the Purchasers having obtained the approval of Shenzhen SASAC in respect of the acquisition by state-owned shareholder of listed shares involved in the Disposal.

If any of the above conditions is not satisfied, the Share Transfer Agreement shall not become effective (save for the provisions in relation to the Security Deposits, confidentiality and liabilities for breach) and the parties shall not be liable for each other.

Conditions precedent:

Payment of the Consideration shall be subject to the satisfaction or, if applicable, waiver of the following Conditions Precedent:

• (1) the Share Transfer Agreement having been executed and delivered and having come into effect;

• (2) the representations and warranties of the parties under the Share Transfer Agreement remaining valid and there being no material breach of the Share Transfer Agreement by any parties;

• (3) the Disposal not being subject to the prohibitions under and not being non-compliant with the applicable laws, regulations, departmental rules, listing rules or prohibitive orders;

• (4) the approval, filing or waiver in respect of the outbound direct investment and overseas remittance of funds involved in the payment of the Target H Shares Consideration having been obtained; and

• (5) the parties having issued a written confirmation, together with supporting documents, in respect of the satisfaction or, if applicable, waiver of the relevant Conditions Precedent.

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Pursuant to the Share Transfer Agreement, the Conditions Precedent set out in sub-paragraphs (1) and (3) above cannot be waived as they relate to the necessary internal and regulatory approval in respect of the Disposal. The parties shall endeavour to ensure that the abovementioned Conditions Precedent are satisfied on or before 30 November 2020. If any of the Conditions Precedent is not satisfied by the aforementioned long stop date, the parties shall negotiate in respect of full or partial waiver of the Conditions Precedent, extension of the long stop date or termination of the Share Transfer Agreement and endeavour to reach unanimous agreement on the aforementioned matters within twenty (20) working days thereafter.

If upon the expiration of the abovementioned twenty (20) working day period, the Conditions Precedent are not satisfied and the parties have not reached any unanimous agreement, the Share Transfer Agreement shall be terminated.

Completion:

Termination:

Completion shall take place upon the full payment of the Consideration and the completion of the transfer of the Target Shares.

The parties may terminate the Share Transfer Agreement in the following circumstances:

• (1) the parties unanimously agree to terminate the Share Transfer Agreement;

• (2) in the event of delay of the Purchasers in the payment of the Consideration in accordance with the terms of the Share Transfer Agreement, the Vendors shall be entitled to a late penalty of 0.015% of the Consideration for each day of the delay, and if the delay is for thirty (30) days or more, the Vendors shall be entitled to unilaterally terminate the Share Transfer Agreement by way of written notice and return the Security Deposits (together with accrued interest, if any);

• (3) in the event of delay of the Vendors in arranging for the share transfer registration of the Target Shares in accordance with the terms of the Share Transfer Agreement, the Purchasers shall be entitled to a late penalty of 0.015% of the Consideration for each day of the delay, and if the delay is for thirty (30) days or more, the Purchasers shall be entitled to request for return of the Consideration paid and unilaterally terminate the Share Transfer Agreement by way of written notice;

• (4) in the event of material breach of the Share Transfer Agreement by one party rendering the purpose of the Share Transfer Agreement be no longer achievable, the non-breaching party shall be entitled to terminate the Share Transfer Agreement;

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• (5) the Share Transfer Agreement may be terminated upon the occurrence of force majeure events in accordance with the terms thereof;

• (6) in the event of the occurrence of material changes which were not expected at the time of signing of the Share Transfer Agreement which render the performance of the Share Transfer Agreement being unfair to any of the parties or unable to fulfill the purpose of the Disposal, the parties may unanimously agree to terminate the Share Transfer Agreement; and

• (7) If (i) the SFC rules in writing that the Purchasers are required to make a general offer under the Takeovers Code for the shares of CIMC or any of the listed companies controlled by CIMC; or (ii) the SFC rules that the Vendors and the Purchasers are acting in concert under the Takeovers Code, any of the parties is entitled to terminate the Share Transfer Agreement.

The Vendors shall return the Consideration received or the Security Deposits (together with accrued interest, if any) in full to the Purchasers within five (5) working days of the termination of the Share Transfer Agreement and the Purchasers shall return the Target Shares (if applicable) to the Vendors. In the event of delay by a party of the aforementioned obligations, the party in breach shall pay a late penalty of 0.015% of the Security Deposits for each day of the delay.

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INFORMATION ON THE PARTIES TO THE SHARE TRANSFER AGREEMENT

Information on the Group

The Company is a joint stock limited company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange.

The Group is principally engaged in shipping and industry-related leasing businesses, manufacturing of containers and provision of investment and financial services.

Long Honour is a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company. It is principally engaged in investment holding.

COSCO Container is a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company. It is principally engaged in investment holding.

Information on Shenzhen Capital Operation and Shenzhen Capital Hong Kong

Shenzhen Capital Operation is a company established in the PRC with limited liability and is primarily engaged in investment management, asset management, and establishment of various kind of entities. The ultimate beneficial owner of Shenzhen Capital Operation is Shenzhen SASAC.

Shenzhen Capital Hong Kong is a company incorporated in Hong Kong with limited liability and a wholly-owned subsidiary of Shenzhen Capital Operation. It is principally engaged in investment holding.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Shenzhen Capital Operation, Shenzhen Capital Hong Kong and their ultimate beneficial owner are third parties independent of the Company and its connected persons.

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INFORMATION ON THE CIMC GROUP

CIMC is a joint stock limited company established under the laws of the PRC with limited liability, the H shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A shares of which are listed on the Shenzhen Stock Exchange. The CIMC Group is principally engaged in the manufacture of containers, road transportation vehicles, energy, chemicals, liquid food equipment, offshore engineering equipment, logistics services and airport facilities equipment.

Based on the financial statements of the CIMC Group prepared in accordance with the China Accounting Standards for Business Enterprises, the financial information of the CIMC Group for the two years ended 31 December 2018 and 2019 and the six months ended 30 June 2020 was approximately as follows:

	For the year	ended	For the six
	31 December		months ended
	2018	2019	30 June 2020
	(audited)	(audited)	(unaudited)
	(RMB’000)	(RMB’000)	(RMB’000)
Profit before taxation	6,683,558	5,613,874	641,350
Profit after taxation	4,068,455	2,510,113	242,218

The unaudited net assets of the CIMC Group as at 30 June 2020 were approximately RMB56,078,331,000, comprising (i) the unaudited net assets attributable to the shareholders of CIMC (and excluding holders of other equity instruments of CIMC) as at 30 June 2020 of approximately RMB34,336,149,000; (ii) the unaudited net assets attributable to the holders of other equity instruments of CIMC as at 30 June 2020 of approximately RMB6,111,060,000; and (iii) the unaudited net assets attributable to minority interests as at 30 June 2020 of approximately RMB15,631,122,000.

FINANCIAL EFFECTS OF THE DISPOSAL

As at the date of this announcement, COSCO Container held 783,230,302 CIMC Shares, comprising 518,606,212 A shares and 264,624,090 H shares and representing approximately 21.79% of the total issued share capital of CIMC, and Long Honour held 30,386,527 H shares of CIMC, representing approximately 0.85% of the total issued share capital of CIMC. Upon Completion, COSCO Container will hold 168,606,212 A shares of CIMC, representing approximately 4.69% of the total issued share capital of CIMC, and Long Honour will cease to hold any CIMC Shares. The equity interest of the Group in CIMC will decrease from approximately 22.63% to approximately 4.69% upon Completion and CIMC will continue to be accounted for as an associate of the Company.

Assuming that Completion had taken place on 30 June 2020, it is estimated that the Group will recognise an unaudited gain before income tax of approximately RMB376,540,000 from the Disposal (before net of related costs and expenses), which is calculated based on the sum of (i) the difference between (a) the Consideration of approximately RMB6,340,454,000 based on RMB9.83 per Target Share, less the estimated PRC value-added tax and related surcharges in relation to the Disposal of approximately RMB31,729,000; and (b) the carrying amount of the Target Shares as at 30 June 2020, being approximately RMB6,587,022,000; (ii) the release of other reserves and other

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comprehensive income attributable to the CIMC Group of approximately RMB397,515,000 as at 30 June 2020; and (iii) the reversal of the deferred tax liabilities in relation to the withholding tax of the CIMC Group of approximately RMB257,322,000 as at 30 June 2020.

The Group intends to apply the net proceeds from the Disposal (after deducting related costs and expenses) for the partial repayment of the Annexation Loan in the principal amount of US$1.37 billion which is repayable by instalments with the last repayment in September 2023 and as at the date of this announcement, the outstanding principal of which is US$1.23 billion. The Annexation Loan was obtained for the purpose of the acquisition of Long Honour by the Group in 2016 as part of its restructuring (further details of which are set out in the circular of the Company dated 31 December 2015) and pursuant to the terms of the Annexation Loan, the proceeds from the sale of the CIMC Shares directly and/or indirectly held by Long Honour shall, after completion of such sale, be used for the early repayment of the Annexation Loan prior to its maturity.

REASONS FOR AND BENEFITS OF THE DISPOSAL

The Group is principally engaged in shipping and industry-related leasing businesses, manufacturing of containers and provision of investment and financial services. As a shipping financing platform, the Group will integrate premium resources and give full play to its advantages in the shipping industry. Synergic development will be pursued for various financial businesses in an attempt to become China’s leading and the world’s first-class integrated supply chain financial service provider with distinct shipping logistics features.

Taking into account the premium of the price of RMB9.83 per CIMC Share over the recent trading price of the CIMC Shares, the historical trading prices of the CIMC Shares (whereas for the 52 weeks immediately preceding the date of this announcement, the A shares of CIMC were trading within the range between RMB6.85 and RMB10.58 and the H shares of CIMC were trading within the range between HK$5.82 and HK$9.00) as well as the recent stock market volatility, the Directors consider that the Disposal represents a good opportunity for the Group to realise its investment in CIMC.

As the proceeds from the Disposal will be used to repay the Annexation Loan, there will be a decrease in the level of debt of the Group following such repayment and a consequential reduction in the interest expenses of the Group. As such, the Group focus its resources in pursuing strategic development opportunities for its principal businesses, which is in line with the strategic development needs of the Group. The repayment of the Annexation Loan following completion of the Disposal is also expected to optimise the asset structure of the Group, thereby facilitating the development of its shipping and industry-related leasing business, container manufacturing business and investment and related service business.

The Directors (including the independent non-executive Directors) consider that the terms of the Share Transfer Agreement, which were negotiated on an arm’s length basis, are fair and reasonable and the Disposal is in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

As one or more of the applicable percentage ratios calculated in respect of the Disposal in accordance with the Hong Kong Listing Rules exceed 25% but are less than 75%, the Disposal constitutes a major transaction of the Company which is subject to the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Hong Kong Listing Rules.

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EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, approve, among other things, the Disposal.

For the purpose of holding the EGM, the Register of Members will be closed from 27 October 2020 to 29 October 2020 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders whose names appear on the Register of Members at the close of business on 23 October 2020 are entitled to attend and vote at the EGM.

In order to attend and vote at the EGM, the H Shareholders shall lodge all transfer documents together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the Company’s H Share registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 23 October 2020.

A circular containing, among other things, (i) further details of the Disposal; and (ii) a notice convening the EGM, is expected to be despatched to the Shareholders on 13 October 2020.

As Completion is subject to a number of conditions, the Disposal may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

DEFINITIONS

Unless the context requires otherwise, terms used in this announcement shall have the meanings as follows:

“A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Shanghai Stock Exchange “associate” has the meaning ascribed to it under the Hong Kong Listing Rules “Board” the board of directors of the Company “Central Clearing and the Central Clearing and Settlement System established and operated Settlement System” by the Hong Kong Securities Clearing Company Limited “CIMC” China International Marine Containers (Group) Co., Ltd.[#] (中國國際海 運集裝箱（集團）股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H shares and A shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 02039) and the Shenzhen Stock Exchange (Stock Code: 000039), respectively

“CIMC Group” CIMC and its subsidiaries “CIMC Share(s)” the share(s) of CIMC

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“Company” COSCO SHIPPING Development Co., Ltd.* (中遠海運發展股份有 限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 02866) and the Shanghai Stock Exchange (Stock Code: 601866), respectively “Completion” completion of the Disposal “Conditions Precedent” the conditions precedent to payment of the Consideration under the Share Transfer Agreement “connected person” has the meaning ascribed to it under the Hong Kong Listing Rules “Consideration” the consideration in the aggregate amount of RMB6,340,454,365.11 payable by the Purchasers to the Vendors under the Share Transfer Agreement “controlling shareholder” has the meaning ascribed to it under the Hong Kong Listing Rules “COSCO Container” COSCO Container Industries Limited, a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company “COSCO SHIPPING” China COSCO Shipping Corporation Limited[#] (中國遠洋海運集團 有限公司), a PRC state-owned enterprise and an indirect controlling shareholder of the Company “CSDC” China Securities Depository and Clearing Corporation Limited (Shenzhen Branch) “Director(s)” director(s) of the Company “Disposal” the disposal of the Target Shares by the Vendors to the Purchasers pursuant to the Share Transfer Agreement “EGM” the extraordinary general meeting of the Company to be convened at 1:30 p.m. on Thurs day, 29 October 2020 at Level 3, Ocean Hotel Shanghai, 1171 Dong Da Ming Road, Hong Kou District, Shanghai, the PRC (or any adjournment thereof) to consider and, if thought fit, approve, among other things, the Disposal “Group” the Company and its subsidiaries “H Share(s)” the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange H Shareholder(s) the holder(s) of H Share(s) “HK$” Hong Kong dollar, the lawful currency of Hong Kong

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“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong	the Rules Governing the Listing of Securities on The Stock Exchange
Listing Rules”	of Hong Kong Limited
“Hong Kong Stock	The Stock Exchange of Hong Kong Limited
Exchange”
“Long Honour”	Long Honour Investments Limited, a company incorporated in the
	British Virgin Islands with limited liability and a wholly-owned
	subsidiary of the Company
“percentage ratios”	has the meaning ascribed to it under the Hong Kong Listing Rules
“PRC”	the People’s Republic of China, and for the purpose of this
	announcement only, excluding Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and Taiwan
“Purchasers”	collectively, Shenzhen Capital Operation and Shenzhen Capital Hong
	Kong
“Register of Members”	the register of H Shares members of the Company
“RMB”	Renminbi, the lawful currency of the PRC
“SASAC”	the State-owned Assets Supervision and Administration Commission of
	the State Council of the PRC (中華人民共和國國務院國有資產監督管
	理委員會)
“Security Deposits”	the security deposits in the aggregate amount of RMB1,902,136,309.53
	payable by the Purchasers to the Vendors under the Share Transfer
	Agreement
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong
	Kong)
“Share(s)”	A Share(s) and H Share(s)
“Share Transfer	the share transfer agreement dated 12 October 2020 entered into
Agreement”	between COSCO Container, Long Honour, Shenzhen Capital Operation,
	Shenzhen Capital Hong Kong and the Company in relation to the
	Disposal
“Shareholder(s)”	holder(s) of the Share(s)
“Shenzhen Capital	Shenzhen Capital (Hong Kong) Container Investments Co., Ltd. (深圳
Hong Kong”	資本（香港）集裝箱投資有限公司), a company incorporated in Hong
	Kong with limited liability and a wholly-owned subsidiary of Shenzhen
	Capital Operation

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“Shenzhen Capital Shenzhen Capital Operation Group Co. Ltd.[#] (深圳市資本運營集團有 Operation” 限公司), a company established in the PRC with limited liability “Shenzhen SASAC” the State-owned Assets Supervision and Administration Commission of Shenzhen (深圳市國有資產監督管理委員會) “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “Target A Shares” 350,000,000 A shares of CIMC held by COSCO Container “Target A Shares the consideration in the amount of RMB3,440,500,000 payable by Consideration” Shenzhen Capital Operation to COSCO Container in respect of the transfer of the Target A Shares under the Share Transfer Agreement “Target H Shares” 264,624,090 H shares of CIMC held by COSCO Container and 30,386,527 H shares of CIMC held by Long Honour “Target H Shares the consideration in the aggregate amount of RMB2,899,954,365.11 Consideration” payable by Shenzhen Capital Hong Kong to the Vendors in respect of the transfer of the Target H Shares under the Share Transfer Agreement “Target Shares” collectively, the Target A Shares and the Target H Shares “Vendors” collectively, COSCO Container and Long Honour “%” per cent

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

Shanghai, the People’s Republic of China 12 October 2020

As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive directors of the Company, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive directors of the Company, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, being independent non-executive directors of the Company.

• 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 “COSCO SHIPPING Development Co., Ltd.”.

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