Dida Inc. — Capital/Financing Update 2014

Jun 20, 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)

DISCLOSEABLE TRANSACTION

ACQUISITION OF 20% EQUITY INTERESTS IN SHANGHAI BEIHAI SHIPPING COMPANY LIMITED

On 20 June 2014, China Shipping Tanker, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement as purchaser with the Vendor as a result of its successful bid on the acquisition of 20% equity interests in the Target Company through the SUAEE.

The Target Company is a sino-foreign joint venture enterprise established in the PRC, which is engaged in the businesses of transportation of petroleum product from Shanghai to other ports along the coast and the middle-lower Yangtze River, international maritime dangerous goods transportation, vessel chartering and provision of transportation consultancy services.

As certain applicable percentage ratios in respect of the acquisition of the Sale Shares are more than 5% but are less than 25%, the acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

INTRODUCTION

On 20 June 2014, China Shipping Tanker, a wholly-owned subsidiary of the Company, entered into the Equity Transfer Agreement as purchaser with the Vendor as a result of its successful bid on the acquisition of 20% equity interests in the Target Company through the SUAEE.

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THE EQUITY TRANSFER AGREEMENT

Principal terms of the Equity Transfer Agreement are set out as follows:-

Date: 20 June 2014 Parties: China Shipping Tanker (as purchaser) the Vendor (as vendor)

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owner are third parties independent of the Company and its connected persons.

The Vendor is a state-owned corporation listed on the Shanghai Stock Exchange (stock code: 600500) and, according to public information available, is engaged in the business of industrial investment, logistics, trading and distribution in the fields of natural rubber, fine chemicals, agrochemicals, chemical logistics, chemical distribution, and other sub-sectors international chemical business.

Subject Matter

Under the Equity Transfer Agreement, the Vendor has agreed to sell, and China Shipping Tanker has agreed to purchase, the Sale Shares, being 152,750,000 shares in the share capital of the Target Company, representing 20% of the equity interests in the Target Company.

The Target Company is a sino-foreign joint venture enterprise established in the PRC, which is engaged in the businesses of transportation of petroleum product from Shanghai to other ports along the coast and the middle-lower Yangtze River, international maritime dangerous goods transportation, vessel chartering and provision of transportation consultancy services.

Upon completion of the acquisition, the Vendor will cease to be a shareholder of the Target Company. The other shareholders of the Target Company as at the date of this announcement are (i) 中海石油化工進出口有限公司(CNOOC Petrochemicals Import & Export Co., Ltd., a 30% shareholder of the Target Company); (ii) 上海海運(集團) 公司 (Shanghai Shipping (Group) Company, a 20% shareholder of the Target Company); (iii) 銀邦海外有限公司 (Silverbond Overseas Limited, a 20% shareholder of the Target Company); and (iv) 中國近海石油服務(香港)有限公司 (China Ocean Oilfields Services (Hong Kong) Limited*, a 10% shareholder of the Target Company).

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Set out below are certain financial information of the Target Company for the years ended 31 December 2012 and 31 December 2013 respectively, which are prepared in accordance with the PRC Generally Accepted Accounting Principles:-

	For the year ended	For the year ended
	31 December 2012	31 December 2013
	(audited)	(audited)
	RMB thousands	RMB thousands
Net profit before taxation and
extraordinary items	587,996	507,051
Net profit after taxation and
extraordinary items	449,176	365,244

Consideration and payment terms

The total consideration for the Sale Shares under the Equity Transfer Agreement payable by China Shipping Tanker to the Vendor is RMB830,000,000 (equivalent to approximately HK$1,030,287,984). The consideration is determined based on a valuation by an independent valuer of the Target Company of RMB4,150,000,000 as at 31 December 2013. The Company expects to receive a dividend in the amount of RMB60 million in respect of the Target Company’s accrued profits in 2013.

A security deposit in the amount of RMB249,000,000 (equivalent to approximately HK$309,086,395) paid by China Shipping Tanker to SUAEE when the bid for the Sale Shares was submitted will be applied towards the consideration. The balance of the consideration, being RMB581,000,000 (equivalent to approximately HK$721,201,589), will be paid by China Shipping Tanker to an escrow bank account designated by the SUAEE on 23 June 2014, being one business day from the date of the Equity Transfer Agreement, and will be released to the Vendor upon the issuance of a transaction certificate by the SUAEE, with which the parties to the Equity Transfer Agreement shall apply to the relevant administration of industry and commerce for the registration of the transfer of the Sale Shares.

Termination

China Shipping Tanker may terminate the Equity Transfer Agreement if completion of the acquisition is delayed for reasons attributable to the Vendor and the delay is not rectified within 30 days.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE EQUITY TRANSFER AGREEMENT

The acquisition of the Sale Shares in the Target Company represents a strategic expansion of the Group to further entrench its position in the coastal and domestic crude oil shipping market in the PRC, and having reviewed the track record of the Target Company, the Directors believe that the investment in the Target Company will provide a steady return to the Group. In addition, the largest shareholder of the Target Company, CNOOC Petrochemicals Import & Export Co., Ltd. (“CNOOC”), is a major customer in the maritime petroleum product transportation market. The Directors believe the investment in the Target Company will improve the Group’s position in the maritime petroleum product transportation market, and further enhance the strategic relationship between the Group and CNOOC.

Having considered the above, the Directors consider that the terms of the Equity Transfer Agreement are fair and reasonable and the Group’s acquisition of the Sale Shares is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As certain applicable percentage ratios in respect of the acquisition of the Sale Shares are more than 5% but are less than 25%, the acquisition constitutes a discloseable transaction for the Company under the Listing Rules and is subject to the reporting and announcement requirements under the Listing Rules.

GENERAL INFORMATION

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 Tanker, a wholly-owned subsidiary of the Company, is principally engaged in provision of shipping services.

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DEFINITIONS

In this announcement, the following terms have the meanings set forth opposite them:

• “associate” has the meaning ascribed thereto under the Listing Rules

• “Board” the board of Directors

• “China Shipping China Shipping Tanker Co., Ltd (中海油輪運輸有限公 Tanker” 司), a limited liability company established 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” the directors of the Company

• “Equity Transfer an equity transfer agreement dated 20 June 2014 entered Agreement” into between China Shipping Tanker as purchaser and the Vendor as vendor in relation to the transfer of 20% equity interest held by the Vendor in the Target Company to China Shipping Tanker

• “Group” the Company and its existing subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

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

• “PRC” The People’s Republic of China

• “Sale Shares” 20% of the equity interests in the Target Company represented by 152,750,000 shares in the Target Company

• “Shareholders” the shareholders of the Company

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“Stock Exchange” The Stock Exchange of Hong Kong Limited “SUAEE” Shanghai United Assets and Equity Exchange, an approved equity exchange for the transfer of state-owned assets “Target Company” 上海北海船務股份有限公司 (Shanghai Beihai Shipping Company Limited*), a a sino-foreign joint venture enterprise established in the PRC

“Vendor” 中化國際(控股)股份有限公司 (Sinochem International Corporation), a state-owned corporation listed on the Shanghai Stock Exchange (stock code: 600500)

“%” per cent.

Notes: Unless otherwise specified and for illustration purpose only, the conversion of RMB into HK$ adopted in this announcement is based on the exchange rate of HK$1.00 = RMB0.8056. Such conversion should not be construed as a representation that the currency could actually be converted to HK$ at that rate or at all.

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

Shanghai, the People’s Republic of China 20 June 2014

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. Lin Junlai, Mr. Ruan Yongping and Mr. Ip Sing Chi as independent non-executive Directors.

* for identification purposes only

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