Dida Inc. — Capital/Financing Update 2011

Oct 25, 2011

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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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)

DISCLOSEABLE TRANSACTION CONSTRUCTION OF NEW VESSELS

On 24 October 2011, Tianjin Zhonghai Huarun, the Company’s subsidiary, entered into four agreements with the Vendors for the construction of four bulk vessels of 45,000 dead weight tons each. The total consideration for the construction of the four bulk vessels is approximately RMB700,000,000 (equivalent to approximately HK$854,023,059).

14.58(3) 14.60(1)

The entering into of the Agreements (which, for the purpose of the Listing Rules, will be aggregated with the Previous Agreements for the construction of (i) two VLCCs of 320,000 dead weight tons each between CS Development Hong Kong, CSOC and Dalian Shipbuliding signed on 22 December 2010; and (ii) three tankers of 110,000 dead weight tons each between the Company, CSOC and Dalian Shipbuilding signed on 22 December 2010, details of which are in the announcement by the Company dated 22 December 2010, constitutes a discloseable transaction of the Company under the Listing Rules.

The Agreements

On 24 October 2011, Tianjin Zhonghai Huarun, the Company’s subsidiary, entered into the Agreements with the Vendors for the construction of four bulk vessels each of 45,000 dead weight tons. The total consideration for the construction of the four bulk vessels is approximately RMB700,000,000 (equivalent to approximately HK$854,023,059). The consideration is determined by reference to the market price of bulk vessels ranging in sizes from 40,000 to 50,000 dead weight tons during the past 6 months.

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For the purpose of the Listing Rules, the transactions contemplated by the Agreements will be aggregated with the Previous Agreements for the construction of (i) two VLCCs of 320,000 dead weight tons each between CS Development Hong Kong, CSOC and Dalian Shipbuliding signed on 22 December 2010; and (ii) three tankers of 110,000 dead weight tons each between the Company, CSOC and Dalian Shipbuilding signed on 22 December 2010, details of which are in the announcement by the Company dated 22 December 2010. Accordingly, the entering into of the Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. There are no other transactions in the past 12 months which require aggregation under the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors and their ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).

The Directors (including the independent non-executive Directors) consider that the terms of the Agreements are determined on an arm’s length basis, on normal commercial terms and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Terms of the Agreement

The prices of the Bulk Vessels will be payable in RMB. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant Bulk Vessel:

• (i) for the first instalment, to pay 4% of the price within 15 business days after the Agreements are signed and 16% of the price upon receipt of the relevant invoice issued by the Vendors before 31 March 2012;

• (ii) for each of the second, third and fourth instalments, to pay 20% of the price within 5 business days of the receipt of the relevant invoice issued by the Vendors; and

• (iii) for the final instalment, to pay 20% of the price (and relevant adjustments applicable pursuant to the Agreements) within 7 business days of the receipt of all documentation in relation to completion of the relevant Bulk Vessel by the Vendors.

The expected delivery date for each of the Bulk Vessels is on or before 31 March 2013, 31 May 2013, 31 July 2013 and 30 September 2013, respectively.

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Each of the Agreements provides that there will be no adjustment in the price of the relevant Bulk Vessel if the delivery is delayed for a period not exceeding 30 days. If the delay exceeds such period of time, there will be a reduction in the price of the relevant Bulk Vessel of RMB30,000 (equivalent to approximately HK$36,601) per day. Under the Agreements, delay will be permitted on account of force majeure events.

There will be other downward adjustments in price of the relevant Bulk Vessel if its performance (such as speed, fuel consumption rate, tonnage) exceeds or falls below certain agreed criteria (as the case may be). However should the relevant performance exceeds or falls below certain agreed benchmark, Tianjin Zhonghai Huarun has the right to refuse delivery of the relevant Bulk Vessel and accept a refund with interest from the Vendors, or negotiate a new price for the relevant Bulk Vessel.

Financing Terms

The construction of the Bulk Vessels under the Agreements will be funded by the Group as to approximately 80% of the price by bank borrowings and approximately 20% of the price by internal financial resources.

The financing by way of bank borrowings is expected to increase the Group’s level of borrowings. Taking into account the Group’s capital and Shareholders’ base, the Group considers that bank borrowing is the best means of financing for the construction of the Bulk Vessels. The Directors believe that in light of the Group’s fleet expansion plan, it is fair and reasonable and in the interest of the Company and the Shareholders as a whole to finance the transaction with such bank borrowings.

Information about the Group

The business scope of the Group includes coastal, ocean and Yangtze River cargo transportation, chartering, cargo agency and cargo transportation agency.

Reasons for entering into the Agreements

Tianjin Zhonghai Huarun is a shipping company owned by the Company as to 51% and Huarun Electricity Group as to 49%. The current annual shipping volume of the vessels of Tianjin Zhonghai Huarun is approximately 14% of the coal expected to be transported by Huarun Electricity Group for the full year 2011 as informed by Huarun Electricity Group. After the delivery of the vessels which are currently in construction, the annual shipping volume will increase to approximately 30% of the coal expected to be transported by Huarun Electricity Group for the full year 2011 as informed by Huarun Electricity Group.

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According to the mid-to-long term development plans of Tianjin Zhonghai Huarun, it is expected to increase its proportion of annual shipping volume for transporting the coal to be produced by Huarun Electricity Group. In order to ensure the delivery of Huarun Electricity Group’s coal taking into account the increasing demand, it is important for the Group to increase the shipping capacity of Tianjin Zhonghai Huarun as soon as possible.

In view of the reasonable cost of constructing the Bulk Vessels, the Directors are of the view that the construction and ownership of the Bulk Vessels is low risk, efficient, and will increase the competitiveness of the Group in the shipping market. This will also enable the Group to take advantage of the business opportunities in the shipping market, enjoy economies of scale, and improve its operating efficiency and profitability. After the delivery of the Bulk Vessels, the annual shipping volume of Tianjin Zhonghai Huarun is expected to reach approximately 50% of the coal expected to be transported by Huarun Electricity Group for the full year 2011 as informed by Huarun Electricity Group.

Definitions

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:-

“Agreements” four agreements all dated 24 October 2011, each of which is entered into between Tianjin Zhonghai Huarun and the Vendors for the construction of the Bulk Vessels

“Bohai Heavy Industry”

Bohai Shipbuilding Heavy Industry Company Limited* (渤海船舶重工有限責任公司), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Bohai Heavy Industry and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules)

“Bulk Vessel(s)” bulk vessel(s) of 45,000 dead weight tons each to be constructed pursuant to the Agreements

“Company” China Shipping Development Company Limited* (中海發展股份有限公司), a joint stock limited company established in the PRC, the H shares of which are listed on The Stock Exchange of Hong Kong Limited

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• “CS Development Hong China Shipping Development (Hong Kong) Marine Co., Kong” Limited* (中海發展(香港)航運有限公司), a whollyowned subsidiary of the Company

• “CSOC” China Shipbuilding & Offshore International Company Limited* (中國船舶重工國際貿易有限公司), a Chinese company engaging in the trading, import, export and agency in respect of ships and shipping related technology and services. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, CSOC and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules)

• “CSOC”

• “Dalian Shipbuilding” Dalian Shipbuilding Industry Company Limited* (大連船舶重工集團有限公司), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Dalian Shipbuilding and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules)

• “Directors” directors of the Company

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

• “PRC” The People’s Republic of China

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• “Previous Agreements”

• (i) the two agreements dated 22 December 2010, each of which was entered into between CS Development Hong Kong, CSOC and Dalian Shipbuilding; and (ii) the three agreements dated 22 December 2010, each of which was entered into between the Company, CSOC and Dalian Shipbuilding for the construction of two VLCCs and three tankers, respectively, details of which are disclosed in the Company’s announcement dated 22 December 2010

• “Shareholder(s)”

holders of share(s) of the Company

• “Tianjin Zhonghai Huarun”

• Tianjin Zhonghai Huarun Marine Co., Limited* (天津中海華潤航運有限公司), a non-wholly-owned subsidiary of the Company

• “Vendors”

• CSOC and Bohai Heavy Industry

• “VLCC(s)”

• very large crude oil tankers(s)

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

Shanghai, the People’s Republic of China 25 October 2011

As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, Mr. Zhu Yongguang, Mr. Zhang Jun and Mr. Lu Wenbin as independent non-executive Directors.

The exchange rate adopted in this announcement for illustration purpose only is HK$1.00=RMB0.81965. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ at that rate or at all.

• For identification purpose only

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