Dida Inc. — Capital/Financing Update 2014

Dec 23, 2014

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

On 23 December 2014, China Shipping Bulk, a wholly-owned subsidiary of the Company, entered into the Assignment Agreement with the Vendors and the Assignor, pursuant to which the Assignor conditionally agreed to assign and China Shipping Bulk conditionally agreed to accept the assignment of all of the Assignor’s rights and obligations under the Agreement to engage the Vendors to construct the Vessel for a total consideration of RMB158,000,000.

Since China Shipping is the controlling shareholder of the Company and each of the Vendors and the Assignor is a wholly-owned subsidiary of China Shipping, the transaction contemplated under the Assignment Agreement is a connected transaction for the Company under the Listing Rules.

Further, as the applicable percentage ratios in respect of the Assignment Agreement are more than 0.1% and less than 5%, the Assignment Agreement and the transaction contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and shareholders’ approval requirements under Chapter 14A of the Listing Rules.

14.58(3) 14A.68(2)

BACKGROUND

On 28 September 2010, the Assignor entered into the Agreement with the Vendors for the construction of the Vessel. The Company has on 23 December 2014 entered into the Assignment Agreement to accept the assignment of all the Assignor’s rights and obligations under the Agreement for a total consideration of RMB158,000,000 (equivalent to approximately HK$196,860,204), which was determined by reference to the market price during the period over the 6 months prior to the date of the Assignment Agreement of dry bulk carriers of tonnage between 40,000 dead weight tons and 60,000 dead weight tons with similar specifications to the Vessel.

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THE ASSIGNMENT AGREEMENT

On 23 December 2014, China Shipping Bulk, a wholly-owned subsidiary of the Company, entered into the Assignment Agreement with the Vendors and the Assignor, pursuant to which the Assignor conditionally agreed to assign and China Shipping Bulk conditionally agreed to accept the assignment of all of the Assignor’s rights and obligations under the Agreement to engage the Vendors to construct the Vessel.

Date

• 23 December 2014

Parties

• (i) the Assignor, a wholly-owned subsidiary of China Shipping, as the assignor;

• (ii) China Shipping Bulk as the assignee; and

• (iii) the Vendors, each a wholly-owned subsidiary of China Shipping.

Payment and delivery of the Vessel

Under the Assignment Agreement, the total consideration payable by China Shipping Bulk is RMB158,000,000 (equivalent to approximately HK$196,860,204). The schedule of payment is as follows:

• (i) China Shipping Bulk shall pay the Vendors RMB83,520,000 (equivalent to approximately HK$104,061,799) within 5 business days from the date of the Assignment Agreement;

• (ii) China Shipping Bulk shall pay the Vendors RMB41,760,000 (equivalent to approximately HK$52,030,900) within 5 business days from the date of receipt of the relevant invoice and interim certificate in respect of the shipbuilding progress to be issued by the Vendors;

• (iii) China Shipping Bulk shall pay the Vendors RMB32,720,000 (equivalent to approximately HK$40,767,506) on the date when the Vessel is delivered and that the Assignor has received the relevant signed documents in relation to the delivery of the Vessel.

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It is agreed that the delivery date of the Vessel shall be on or before 30 June 2015.

Payment of the above consideration by China Shipping Bulk shall be financed by a combination of bank borrowings and internal financial resources.

The Assignment Agreement shall become effective upon:

• (i) the Vendors receiving the Assignor’s payment of a compensation fee as agreed between them; and

• (ii) China Shipping Bulk’s payment of RMB83,520,000 (equivalent to approximately HK$104,061,079) referred to above.

In the event the Assignment Agreement does not become effective by 31 December 2014, the Assignment Agreement shall lapse (unless parties agree to a later effective date) and the Agreement shall continue to be effective as between the Assignor and the Vendors.

INFORMATION ON THE PARTIES

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

China Shipping Bulk, a wholly-owned subsidiary of the Company, is principally engaged in provision of bulk shipping services.

The Assignor is principally engaged in provision of bulk shipping services.

The Vendors are principally engaged in building and repair of vessels.

China Shipping, a PRC state-owned enterprise and the controlling shareholder of the Company, is a large shipping conglomerate involved in import and export business, trading, coastal and ocean cargo transportation, supply of shipping materials for vessels, management of docks and other services in relation to the above.

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REASONS FOR ENTERING INTO THE ASSIGNMENT AGREEMENT

Since 2013, the Company has been increasing its efforts in disposing aged shipping vessels and single-hull oil tankers, 21 of which were disposed of in the first half of 2014. After the disposal and scrapping of such aged shipping vessels, the Company faces a shortfall on its transport capacity. This assignment of the Vessel could increase the current transport capacity of the Group, and is more efficient than commencing a fresh construction of a new vessel.

The terms and conditions of the Assignment Agreement have been negotiated on an arm’s length basis and are on normal commercial terms. The Board (including the independent non-executive Directors) considers the terms of the Assignment Agreement to be on normal commercial terms, fair and reasonable and in the ordinary and usual course of the Group’s business, and are in the interests of the Company and the Shareholders as a whole. The following Directors, Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Liu Xihan and Mr. Yu Zenggang, being the senior management of China Shipping, have a material interest in the Assignment Agreement, and have abstained from voting on the relevant Board resolution in relation to such transaction.

LISTING RULES REQUIREMENTS

Since China Shipping is the controlling shareholder of the Company and each of the Vendors and the Assignor is a wholly-owned subsidiary of China Shipping, the transaction contemplated under the Assignment Agreement is a connected transaction for the Company under the Listing Rules.

Further, as the applicable percentage ratios in respect of the Assignment Agreement are more than 0.1% and less than 5%, the Assignment Agreement and the transaction contemplated thereunder are subject to the reporting and announcement requirements but are exempt from the circular (including independent financial advice) and shareholders’ approval requirement under Chapter 14A 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:

• “Agreement” the agreement dated 28 September 2010 entered into between the Vendors and the Assignor for the construction of the Vessel

• “Assignment the agreement dated 23 December 2014 entered into between Agreement” China Shipping Bulk, the Vendors and the Assignor in respect of the Assignor’s assignment of all its rights and obligations under the Agreement to China Shipping Bulk

• “Assignor” 廣州振興船務有限公司, a limited liability company incorporated in the PRC

• “Board” the board of Directors

• “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 42.20% of the registered capital of the Company as at the date of this announcement

• “China Shipping China Shipping Bulk Carrier Co., Limited (中海散貨運輸有 Bulk” 限公司), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of the Company

• “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, and the A shares of which are listed in Shanghai Stock Exchange

• “Directors” directors of the Company

• “Group” the Company and its subsidiaries

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“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

• “PRC” The People’s Republic of China

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

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

• “Vendors” 中海工業有限公司 (China Shipping Industry Co., Ltd.) and 中海工業(江蘇)有限公司 (China Shipping Industry (Jiang Su) Co., Ltd.), both being companies established under the laws of the PRC and which are wholly-owned subsidiaries of China Shipping

• “Vessel” a YangtzeMAX 48,000 ton bulk carrier

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

Shanghai, the People’s Republic of China 23 December 2014

The exchange rate adopted in this announcement for illustration purpose only is HK$1.00 = RMB0.8026. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ at that rate or at all.

As at the date of this announcement, the board of directors of the Company comprises Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi and Mr. Wang Guoliang as independent non-executive Directors.

• For identification purpose only

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