Dida Inc. — Capital/Financing Update 2016

Aug 22, 2016

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

THE AGREEMENT

The Board is pleased to announce that on 22 August 2016, the Company entered into the Agreement with the Vendor and the Target, whereby upon the Agreement becoming effective, the Vendor will sell, and the Company will acquire, the Sale Stake.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio (as defined under the Listing Rules) in respect of the Agreement is more than 5% but less than 25%, the Agreement is subject to the reporting and announcement requirements but does not require approval by the Shareholders under Chapter 14 of the Listing Rules.

THE AGREEMENT

The Board is pleased to announce that on 22 August 2016, the Company entered into the Agreement with the Vendor and the Target, whereby upon the Agreement becoming effective, the Vendor will sell, and the Company will acquire, the Sale Stake. The particulars of the Agreement are summarised below.

Date

22 August 2016

Parties

The Vendor, the Company and the Target

— 1 —

As at the date of this announcement, the Vendor is owned (i) as to 80% by CS Haisheng, which in turn is owned by China Shipping as to 8.91%, and (ii) as to 20% by Guangzhou Shipping (Group) Company Limited* (廣州海運(集團)有限公司), which is a wholly-owned subsidiary of China Shipping. Save as disclosed above, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, the other shareholders of CS Haisheng are Independent Third Parties.

Subject Matter

The Sale Stake, being 43% equity interest in the Target. As at the date of this announcement, the scope of business of the Target is the trading of petrochemical products, construction materials, vessel components, petroleum machinery, automobile components and electronic components, domestic coastal oil transportation, international dangerous goods transportation, agency services for domestic and internal cargos, vessel leasing and transportation business consultation services.

The Company is an existing shareholder of the Target holding 8% of its equity interest as at the date of the Agreement. Upon completion of the acquisition of the Sale Stake, the Target will be accounted for as a subsidiary of the Company. The other shareholder of the Target is CNOOC Petrochemicals Import & Export Co., Ltd., an enterprise established in the PRC.

The net profits of the Target attributable to the Sale Stake for the years ended 31 December 2014 and 2015 based on generally accepted accounting principles in the PRC are as follows:-

For the year ended For the year ended 31 December 2014 31 December 2015 (approx. RMB ’000) (approx. RMB ’000)

Net profits before taxation and
extraordinary items	12,321.2	42,228.2
Net profits after taxation and
extraordinary items	9,828.5	23,481.0

Consideration

The consideration for the acquisition by the Company of the Sale Stake will be determined by the state-owned assets supervision and administration authority by reference to (among other things) the net asset value of 43% of the Target as at 31 July 2016, and which, as at the date of the Agreement, is estimated to be approximately RMB258.1 million.

— 2 —

The consideration will be payable by the Company to the Vendor within 10 days of the date of completion of the transaction under the Agreement, being the date on which the Target completes the necessary changes in registration with the relevant governmental administration of industry and commerce in respect of the transfer of the Sale Stake. Pursuant to the Agreement, the Target is responsible for attending to such changes within 10 days of the Agreement becoming effective.

It is a term of the Agreement that the Company and the Vendor will be jointly entitled to and responsible for profits and losses incurred by the Target and attributable to the Sale Stake during the period from 31 July 2016 up to the date of completion.

Effective date of the Agreement

The Agreement will become effective on the date on which all of the following conditions are fulfilled:-

• (i) the relevant resolutions being passed by the board and the shareholders of CS Haisheng approving, among other things, the transactions contemplated under the Agreement;

• (ii) the Vendor having obtained the relevant internal approval in respect of the transaction contemplated under the Agreement; and

• (iii) the Company having obtained the relevant internal approval in respect of the transactions contemplated under the Agreement.

These conditions are not capable of being waived under the Agreement.

REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENT

Given the Company’s existing shareholding in the Target, the Directors are of the view that the acquisition of the Sale Stake can enhance the Company’s position and control in the maritime oil transportation market, further consolidate the long-term strategic cooperation between the Company and CNOOC which is conducive to a sustainable strategic development of the Group. In addition, upon completion of the purchase of the Sale Stake, the Group will be able to enjoy the benefits of consolidating the financial results of the Target in its financial statements.

— 3 —

The terms of the Agreement were arrived at after arm’s length negotiations between the parties. Taking into account the above, the Directors (including the independent non-executive Directors) are of the view that the terms of the Agreement are fair and reasonable and the entering into of the Agreement is in the interests of the Company and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

As the applicable percentage ratio (as defined under the Listing Rules) in respect of the Agreement is more than 5% but less than 25%, the Agreement constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements but does not require approval by the Shareholders under Chapter 14 of the Listing Rules.

GENERAL

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

The Vendor is principally engaged in waterborne transportation.

DEFINITIONS

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

“Agreement” an asset transfer agreement dated 22 August 2016 entered into betweent he Company, the Vendor and the Target in respect of the sale and purchase of the Sale Stake

“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 “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

— 4 —

• “connected person”

• has the meaning as defined in the Listing Rules

“CS Haisheng” China Shipping Haisheng Co., Ltd.* (中海（海南）海盛 船務股份有限公司), a joint stock limited company established in the PRC, whose A shares are listed on the Shanghai Stock Exchange, and which owns 80% equity interest in the Vendor as of the date of the Agreement

• “Directors” directors of the Company

• “Group” the Company and its subsidiaries

• “H Shares” H shares of par value RMB1.00 each in the share capital of the Company, being overseas listed foreign invested shares

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Third a person who is not a connected person Party”

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

• “PRC” the People’s Republic of China

• “RMB” the lawful currency of the PRC

• “Sale Stake” 43% equity interest in the Target, being the subject of the Agreement

• “Shareholder(s)” shareholder(s) of the Company

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

• “Target” Shenzhen Sanding Oil-Shipping Co., Ltd.* (深圳市三鼎 油運貿易有限公司), a limited liability company established in the PRC which is owned by the Vendor as to 43% and by the Company as to 8% as of the date of the Agreement

— 5 —

“Vendor”

Guangzhou Zhenhua Shipping Co. Ltd.* (廣州振華船務有限公司), a limited liability company established in the PRC

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

Company secretary

Shanghai, the People’s Republic of China 22 August 2016

• for identification purposes only

As at the date of this announcement, the Board comprises Mr. Sun Jiakang, Mr. Huang Xiaowen, Mr. Ding Nong and Mr. Yu Zenggang as executive Directors, and Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

— 6 —