Dida Inc. — Capital/Financing Update 2012

Nov 27, 2012

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)

CONNECTED TRANSACTION SALE OF BULK VESSEL

The Board is pleased to announce that the Company and Digang Dili entered into the Sale and Purchase Agreement on 27 November 2012 whereby the Company agreed to sell and Digang Dili agreed to purchase the Bulk Vessel. The consideration for the sale of the Bulk Vessel is RMB12,019,352.06 (approximately HK$14,956,882).

14.60(1)

China Shipping holds approximately 46.36 percent of the issued share capital of the Company, being the controlling shareholder of the Company as defined under the Listing Rules. Digang Dili is a wholly-owned subsidiary of China Shipping Industry, which in turn is a wholly-owned subsidiary of China Shipping. Therefore, Digang Dili is a connected person (as defined under the Listing Rules) of the Company. Hence, the Transaction constitutes a connected transaction of the Company for the purposes of the Listing Rules.

The entering into of the Sale and Purchase Agreement shall, for the purpose of the Listing Rules, be aggregated with the Previous Sale and Purchase Agreements for the sale of four bulk vessels between the Company and Digang Dili signed on 22 December 2011, 30 May 2012 and 21 August 2012 respectively, details of which were set out in the Company’s announcements dated 22 December 2011, 30 May 2012 and 21 August 2012 respectively.

As the applicable percentage ratios in respect of the Aggregated Transactions are more than 0.1% but less than 5%, the Aggregated Transactions are subject only to the reporting and announcement requirements under Rule 14A.45 to Rule 14A.47 of the Listing Rules but do not require approval by the Independent Shareholders.

Particulars of the Sale and Purchase Agreement are set forth below.

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The Board is pleased to announce that the Company and Digang Dili entered into the Sale and Purchase Agreement on 27 November 2012 whereby the Company agreed to sell and Digang Dili agreed to purchase the Bulk Vessel. The consideration for the sale of the Bulk Vessel is RMB12,019,352.06 (approximately HK$14,956,882). Further particulars of the Sale and Purchase Agreement are as follows:

1. Sale and Purchase Agreement dated 27 November 2012

1.1 Parties

Vendor: the Company

Purchaser: Digang Dili

1.2 Bulk Vessel

The Bulk Vessel was constructed by Shanghai Jiangnan Shipyard, an independent third party to the Company, and was commissioned into service in January 1982. The Bulk Vessel weigh 6,190.63 long tonnes.

1.3 Sale of Bulk Vessel

Pursuant to the Sale and Purchase Agreement, the Company has agreed to sell the Bulk Vessel as scrap steel vessel and Digang Dili has agreed to purchase the Bulk Vessel, and thereafter to dismantle it.

1.4 Sale price and payment terms

Pursuant to the Sale and Purchase Agreement, Digang Dili will pay to the Company in cash the amount of RMB12,019,352.06 (approximately HK$14,956,882) as consideration for the sale of the Bulk Vessel.

The consideration is determined by reference to the market price of scrap bulk vessels for the past month. The sale price of US$306 (approximately HK$2,372) per long tonne is used. No valuation has been performed on the Bulk Vessel.

The net book value of the Bulk Vessel as at 30 June 2012 was RMB0.00. The net profit expected to arise from the sale of the Bulk Vessel, being the difference between the consideration for such sale and the net book value of the Bulk Vessel, is RMB12,019,352.06 (approximately HK$14,956,882). The Company intends to use the net proceeds arising from the sale of the Bulk Vessel as its

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working capital. The net profits/losses before and after taxation and extraordinary items attributable to the Bulk Vessel for the financial years ended 31 December 2010 and 31 December 2011 were as follows:-

• Financial year Financial year ended ended

• 31 December 31 December 2010 2011

• Net profits before taxation and RMB4,034,300 RMB3,445,700 extraordinary items attributable to the (approximately (approximately Bulk Vessel HK$5,020,283) HK$4,287,829)

• Net profits after taxation and extraordinary RMB3,061,300 RMB2,439,300 items attributable to the Bulk Vessel (approximately (approximately HK$3,809,482) HK$3,035,465)

The above financial information of the Bulk Vessel was prepared under PRC GAAP.

Pursuant to the Sale and Purchase Agreement, Digang Dili shall pay RMB1,201,935.21 (approximately HK$1,495,688), representing 10% of the consideration of the Bulk Vessel, as deposit to the Company by way of remittance to the Company’s designated bank account within 2 working days after the signing of the Sale and Purchase Agreement by both parties. The remaining 90% of the consideration, being RMB10,817,416.85 (approximately HK$13,461,194), will be paid by Digang Dili to the Company by way of remittance to the Company’s designated bank account within 3 working days before the delivery date of the Bulk Vessel.

1.5 Delivery

The Bulk Vessel will be delivered to Digang Dili at Digang Dili Dismantling Shipyard (中海工業有限公司荻港船廠碼頭) in the PRC by 30 November 2012.

1.6 Other material terms

All responsibilities, liabilities and risks relating to the delivery of the Bulk Vessel shall be borne by the Company prior to delivery of the Bulk Vessel, and by Digang Dili immediately after such delivery.

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The transaction contemplated in the Sale and Purchase Agreement is subject to the usual force majeure provisions. In the event of force majeure events such as earthquake, fire, tsunami and war and, as a result, the Sale and Purchase Agreement cannot be performed by the Company, the Company may terminate the Sale and Purchase Agreement by giving immediate notice to Digang Dili. As for other special circumstances such as typhoon which causes the Company to become unable to deliver the Bulk Vessel pursuant to the Sale and Purchase Agreement, the Company shall give Digang Dili 2 days’ advance notice proposing a new delivery date.

If Digang Dili fails to pay the total consideration of RMB12,019,352.06 (approximately HK$14,956,882) or fails to receive the Bulk Vessel in accordance with the Sale and Purchase Agreement, the Company may terminate the Sale and Purchase Agreement and claim for any consequential losses and interest at 12% p.a.. Similarly, if the Company fails to notify Digang Dili to receive the Bulk Vessel in accordance with the Sale and Purchase Agreement, Digang Dili may terminate the Sale and Purchase Agreement and the Company shall refund the total amount of consideration received together with interests at 12% p.a. within 7 bank working days after receiving such termination notice from Digang Dili.

Should any dispute arise between the Company and Digang Dili in respect of the Sale and Purchase Agreement, which remains unresolved after reasonable discussions, such dispute shall be referred to Shanghai Sub-Commission of China Maritime Arbitration Commission, which was established in accordance with a decision made by the State Council of the PRC, for arbitration in Shanghai, PRC.

2. Reasons for and benefits of entering into the Sale and Purchase Agreement

Since the Bulk Vessel has reached 31 years, and have lost its commercial value because of its poor technical conditions and high repairing and maintenance costs, the Board decided to sell the Bulk Vessel as scrap steel vessel.

Digang Dili is a special service entity which specializes in ship dismantling business. The Board believes that the disposal of the Bulk Vessel will provide the Company with more working capital. The Board does not currently have any specific use allocated to such sale proceeds. The Directors believe that such disposal will not have any material adverse impact to the Group.

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3. General

The business of the Company mainly involves coastal, ocean and Yangtze River cargo transportation, oil transportation, chartering, cargo agency and cargo transportation agency.

The business of Digang Dili mainly involves ship dismantling and repair.

4. Listing Rules Requirements

China Shipping holds approximately 46.36 percent of the issued share capital of the Company, being the controlling shareholder of the Company as defined under the Listing Rules. Digang Dili is a wholly-owned subsidiary of China Shipping Industry, which in turn is a wholly-owned subsidiary of China Shipping. Therefore, Digang Dili is a connected person (as defined under the Listing Rules) of the Company. Hence, the Transaction constitutes a connected transaction of the Company for the purposes of the Listing Rules.

The entering into of the Sale and Purchase Agreement shall, for the purpose of the Listing Rules, be aggregated with the Previous Sale and Purchase Agreements for the sale of four bulk vessels between the Company and Digang Dili signed on 22 December 2011, 30 May 2012 and 21 August 2012 respectively, details of which are set out in the Company’s announcements dated 22 December 2011, 30 May 2012 and 21 August 2012 respectively. As the applicable percentage ratios in respect of the Aggregated Transactions are more than 0.1% but less than 5%, the Aggregated Transactions are subject only to the reporting and announcement requirements under Rule 14A.45 to Rule 14A.47 of the Listing Rules and do not require approval by the Independent Shareholders.

The terms and conditions of the Transaction have been negotiated on an arm’s length basis. The Transaction is in the ordinary and usual course of business of the Company. The Board (including the independent non-executive Directors) considers the terms of the Transaction to be fair and reasonable, and are in the interests of the Company and the Shareholders as a whole. The following Directors, Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa and Mr. Wang Daxiong, being the senior management of China Shipping, have a material interest in the Transaction, and have abstained from voting on the relevant Board resolutions.

Particulars of the Sale and Purchase Agreement will also be disclosed in the Company’s 2012 annual report in accordance with the relevant requirements of the Listing Rules.

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Definitions

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

• “Aggregated the transactions under the Sale and Purchase Agreement Transactions” and the Previous Sale and Purchase Agreements

• “Board” the board of Directors

• “Bulk Vessel” the bulk vessel “Chang Jian” (長建) “China Shipping” 中國海運（集團）總公司 (China Shipping (Group) Company*), a PRC state-owned enterprise and the controlling shareholder of the Company, holding approximately 46.36% of the registered capital of the Company as at the date of this announcement

• “China Shipping 中海工業有限公司 (China Shipping Industry Company Industry” Limited), a wholly-owned subsidiary of China Shipping

• “Company” China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited companyestablished in the PRC, the H shares of which are listed on the Stock Exchange, and the A Shares of which are listed in Shanghai Stock Exchange

• “Digang Dili” 上海海運（集團）公司荻港荻利物資回收公司（Shanghai Shipping Group Company Digang Dili Recovery Company Limited）, a wholly-owned subsidiary of China Shipping Industry

• “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

• “Independent Shareholders other than China Shipping and its Shareholders” associates (as defined under the Listing Rules)

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

• The People’s Republic of China

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• “Previous Sale and the two agreements both dated 22 December 2011, each Purchase Agreements” of which was entered into between the Company and Digang Dili for the sale of two bulk vessels, the two agreements both dated 30 May 2012, each of which was entered into between the Company and Digang Dili for the sale of two bulk vessels, and one agreement dated 21 August 2012 which was entered into between the Company and Digang Dili for the sale of one bulk vessel

• “RMB” Renminbi, the lawful currency of the PRC

• “Sale and Purchase the sale and purchase agreement dated 27 November Agreement” 2012 in respect of the sale of the Bulk Vessel by the Company to Digang Dili

• “Shareholder(s)” holders of share(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Transaction” the transaction as contemplated under the Sale and Purchase Agreement

• “US$” United States dollars, the lawful currency of the United States of America

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

Shanghai, the People’s Republic of China 27 November 2012

The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.7516, and RMB1.00=HK$1.2444. Such conversions should not be construed as a representation that the currency could actually be converted into HK$ at that rate or at all.

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

• For identification purpose only

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