Dida Inc. — Capital/Financing Update 2015

Feb 11, 2015

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 11 February 2015, CS Development Hong Kong entered into the Agreements with the Vendors for the construction of the VLCCs. The total consideration for the construction of the VLCCs is approximately US$375,920,000 (equivalent to approximately HK$2,913,380,000).

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 the Previous Tankers) constitutes a discloseable transaction of the Company under the Listing Rules as certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions exceed 5% but are less than 25%.

The Agreements

On 11 February 2015, CS Development Hong Kong entered into the Agreements with the Vendors for the construction of the VLCCs. The total consideration for the construction of the VLCCs is approximately US$375,920,000 (equivalent to approximately HK$2,913,380,000). The consideration is determined by reference to the market price of crude oil tankers ranging in sizes from 280,000 to 320,000 dead weight tons during the past 6 months.

On 18 June 2014, 18 June 2014 and 24 December 2014, respectively, the Company’s subsidiary, China Shipping Tanker, entered into the Previous Agreements with CSOC and Shanhaiguan Shipbuilding for the construction of the Previous Tankers. The total consideration for the construction of the Previous Tankers was approximately US$147,540,000 (equivalent to approximately HK$1,143,435,000). The consideration was determined by reference to the market price of crude oil tankers

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ranging in sizes from 60,000 to 70,000 dead weight tons during the 6 months immediately preceding signing of the Previous Agreements. For the purpose of the Listing Rules, these transactions will be aggregated with the transactions contemplated under the Agreements. As certain applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions exceed 5% but are less than 25%, 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, Shanhaiguan Shipbuilding and their respective ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).

The Directors consider that the terms of the Agreements and the Previous 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 Agreements and the Previous Agreements

1. The Agreements

The prices of the VLCCs will be payable in USD in cash. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant VLCC:

• (i) for the first instalment, to pay US$18,796,000 (equivalent to approximately HK$145,669,000) (being 20% of the price) after each Agreement is signed and before 31 March 2015 (and 27 February 2015 in respect of one of the VLCCs);

• (ii) for the second instalment, to pay US$9,398,000 (equivalent to approximately HK$72,834,500) (being 10% of the price) after commencement of construction of the VLCC and within 5 business days of the receipt of the relevant invoice issued by the Vendor;

• (iii) for each of the third and fourth instalments, to pay US$14,097,000 (equivalent to approximately HK$109,251,750) (being 15% of the price) each within 5 business days of the receipt of the relevant invoice issued by the Vendor; and

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• (iv) for the final instalment, to pay US$37,592,000 (equivalent to approximately HK$291,338,000) (being 40% of the price) within 5 business days of the receipt of all documentation in relation to completion of the relevant VLCC by the Vendor.

The expected delivery dates for each of the VLCCs are on or before 31 May 2017, 31 July 2017, 31 May 2018 and 30 September 2018, respectively.

Each of the Agreements provides that there will be no adjustment in the price of the relevant VLCC if the delivery is delayed for a period not exceeding 40 days. If the delay exceeds such period of time but does not exceed 100 days, 160 days and 220 days, respectively, there will be a reduction in the price of the relevant VLCC determined on the basis of the extent of the delay. Such reductions in the price will be calculated based on daily reduction rates of US$19,100, US$23,700 and US$28,900 (equivalent to approximately HK$148,025, HK$183,675 and HK$223,975) per day, respectively. Under the Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 220 days, unless the parties agree otherwise, CS Development Hong Kong has the right to refuse to accept delivery of the relevant VLCC in which case all payments paid under the relevant Agreement together with interests will be refunded to CS Development Hong Kong.

There will be other downward adjustments in price of the relevant VLCC 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 exceed or fall below certain agreed benchmark, CS Development Hong Kong has the right to refuse delivery of the relevant VLCC and accept a refund with interest from the Vendors, or negotiate a new price for the relevant VLCC.

2. The Previous Agreements

The prices of the Previous Tankers will be payable in cash in RMB. Relevant payments under each of the Previous Agreements will be payable in 5 instalments at various stages of the construction of the relevant Previous Tankers:

• (i) for the first instalment, to pay US$4,918,000 (equivalent to approximately HK$38,114,500) (being 10% of the price) within 5 business days of the receipt of the relevant invoice issued by CSOC and Shanhaiguan Shipbuilding and before 24 January 2015;

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• (ii) for each of the second, third and fourth instalments, to pay US$4,918,000 (equivalent to approximately HK$38,114,500) (being 10% of the price) each within 5 business days of the receipt of the relevant invoice issued by CSOC and Shanhaiguan Shipbuilding; and

• (iii) for the final instalment, to pay US$29,508,000 (equivalent to approximately HK$228,687,000) (being 60% of the price) within 5 business days of the receipt of all documentation in relation to completion of the relevant Previous Tankers by CSOC and Shanhaiguan Shipbuilding.

The expected delivery dates for each of the Previous Tankers are on or before 30 September 2016, 31 December 2016 and 31 March 2017, respectively.

Each of the Previous Agreements provides that there will be no adjustment in the price of the relevant Previous Tankers if the delivery is delayed for a period not exceeding 30 or (where relevant) 45 days. If the delay exceeds such period of time but does not exceed 90 or (where relevant) 105 days, 150 or (where relevant) 165 days and 210 or (where relevant) 225 days, respectively, there will be a reduction in the price of the relevant Previous Tankers determined on the basis of the extent of the delay. Such reductions in the price will be calculated based on a daily reduction rate of US$4,500, US$5,500 and US$6,500 (equivalent to approximately HK$34,875, HK$42,625 and HK$50,375) per day, respectively, but shall not exceed US$990,000 under any circumstances. Under the Previous Agreements, delay will be permitted on account of force majeure events.

There will be other downward adjustments in price of the relevant Previous Tankers 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 exceed or fall below certain agreed benchmark, China Shipping Tanker has the right to refuse delivery of the relevant Previous Tankers and accept a refund with interest from CSOC and Shanhaiguan Shipbuilding, or negotiate a new price for the relevant Previous Tankers.

Financing Terms

The construction of the VLCCs under the Agreements, as well as the Previous Tankers under the Previous 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.

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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, as well as the Group’s fleet renewal and expansion plans, the Group considers that the above combination of bank borrowing and internal financial resources is the best means of financing for the construction of the VLCCs and the Previous Tankers.

General information

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

China Shipping Tanker is principally engaged in the provision of tanker shipping services.

CS Development Hong Kong is principally engaged in international oil and bulk cargo transportation and the management of the Company’s assets in Hong Kong.

CSOC is principally engaged in the trading, import, export and agency in respect of ships and shipping related technology and services.

Dalian Shipbuilding is principally engaged in the provision of shipbuilding services.

Shanhaiguan Shipbuilding is principally engaged in the provision of shipbuilding services.

Reasons for entering into the Agreements

The Directors are optimistic of the demand in the import crude oil transportation market and its persistent growth in the coming years. The Directors are of the view that the construction and ownership of the Tankers will enable the Group to take advantage of the business opportunities in the shipping market, enjoy economies of scale, optimize its overall route arrangements and improve its operating efficiency and profitability.

Definitions

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

“Agreements” four agreements all dated 11 February 2015, each of which is entered into between the Vendors and CS Development Hong Kong for the construction of the VLCCs

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

• “China Shipping Tanker”

• China Shipping Tanker Co., Ltd (中海油輪運輸有限 公司), a wholly-owned subsidiary of the Company

• “CS Development Hong Kong”

• China Shipping Development (Hong Kong) Marine Co., Limited* (中海發展(香港)航運有限公司), a wholly-owned 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. 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)

• “Dalian Shipbuilding”

• Dalian Shipbuilding Industry Company Limited* (大連船舶重工集團有限公司), a Chinese company. 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” the three agreements dated 18 June 2014, 18 June 2014 and 24 December 2014, respectively, each of which was entered into between China Shipping Tanker, CSOC and Shanhaiguan Shipbuilding for the construction of the Previous Tankers

• “Previous Tankers” three crude oil carriers of 64,900 dead weight tons each

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

• “Shanhaiguan Shanhaiguan Shipbuilding Company Limited* Shipbuilding” (山海關造船重工有限責任公司), a Chinese company.

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

• “Tankers” VLCCs and Previous Tankers

• “Vendors” CSOC and Dalian Shipbuilding

• “VLCCs” four very large crude oil carriers of 308,000 dead weight tons each

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

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

Shanghai, the People’s Republic of China

11 February 2015

The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.75. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ 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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