Dida Inc. — Capital/Financing Update 2017

Jan 20, 2017

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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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*] 中遠海運能源運輸股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1138)

Connected Transaction: Increase in Capital Contribution to CS Finance Company

The Board is pleased to announce that on 20 January 2017, the Company entered into the Capital Increase Agreement, pursuant to which China Shipping, CSD and the Company agreed to increase their respective capital contributions to CS Finance Company in the amounts of RMB60 million (equivalent to approximately HK$68 million), RMB390 million (equivalent to approximately HK$440 million) and RMB150 million (equivalent to approximately HK$169 million), respectively, by way of cash in proportion to their existing equity holdings in CS Finance Company. Upon the completion of the Capital Increase, the registered capital of CS Finance Company will be increased from RMB600 million to RMB1.2 billion, while the respective equity holdings of China Shipping, CSD and the Company in CS Finance Company will remain at 10%, 65% and 25%.

As China Shipping is the controlling shareholder of the Company and CSD respectively, China Shipping and CSD are connected persons of the Company. CS Finance Company is accounted for and consolidated in China Shipping’s audited consolidated accounts as a subsidiary in accordance with PRC GAAP, and therefore CS Finance Company is also a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Increase Agreement constitute a connected transaction of the Company under the Listing Rules. However, based on the capital contribution to be made by the Company to the registered capital of CS Finance Company, each of the applicable percentage ratios under Chapter 14 of the Listing Rules is more than 0.1% but less than 5%. Under Chapter 14A of the Listing Rules, the transactions contemplated under the Capital Increase Agreement are therefore exempt from the independent shareholders’ approval requirement, but are still subject to the relevant reporting and announcement requirements under the Listing Rules.

LR14A.68(2)

LR14A.68(2)

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CAPITAL INCREASE AGREEMENT

The main terms of the Capital Increase Agreement are summarised as follows:

Date 20 January 2017

Parties (a) China Shipping; (b) CSD; and (c) the Company.

Capital Increase and Payment

China Shipping, CSD and the Company agreed to increase their respective capital contributions to CS Finance Company in the amounts of RMB60 million (equivalent to approximately HK$68 million), RMB390 million (equivalent to approximately HK$440 million) and RMB150 million (equivalent to approximately HK$169 million), respectively, by way of cash in proportion to their existing equity holdings in CS Finance Company.

Upon the completion of the Capital Increase, the registered capital of CS Finance Company will be increased from RMB600 million to RMB1.2 billion, while the respective equity holdings of China Shipping, CSD and the Company in CS Finance Company will remain at 10%, 65% and 25%.

Each of the JV Partners shall fulfill their respective payment obligations by way of cash contribution in one lump-sum within 15 Business Days once the approval of relevant banking regulatory department in the PRC on the Capital Increase is obtained.

REASONS AND BENEFITS FOR ENTERING INTO THE CAPITAL INCREASE AGREEMENT

CS Finance Company is principally engaged in deposit services, credit services, financial and financing consultation, credit verification and related consultation and agency services, settlement, and liquidation.

Making a further capital contribution to CS Finance Company is expected to bring considerable economic benefits to the Company. With CS Finance Company as a platform, the excess liquidity of the JV Partners can be fully utilized. In addition, CS Finance Company can improve the efficiency of capital settlement for the JV Partners, increase the turnover rate of funds, effectively reduces the relevant settlement costs and in turn strengthens the financial positions of the JV Partners against possible financial risks.

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The following table contains certain financial information of CS Finance Company prepared in accordance with PRC GAAP:

	For the nine	For the year	For the year
	months ended	ended 31	ended 31
	30 September	December	December
	2016	2015	2014
	(unaudited)	(audited)	(audited)
	(’000)	(’000)	(’000)
Net profit/(loss) (before taxation
and extraordinary items)
RMB	114,000	263,000	284,000
Approximate HK$ equivalent	128,738	297,001	320,716
Net profit/(loss) (after taxation
and extraordinary items)
RMB	85,000	208,000	213,000
Approximate HK$ equivalent	95,989	234,890	240,537

As at 30 September 2016, the book value of the Company’s interest in CS Finance Company was RMB219,854,000 (equivalent to approximately HK$248,276,000).

The Company intends to use its internal financial resources to satisfy its requisite capital contribution to CS Finance Company.

GENERAL INFORMATION

1. Principal Business Activities

• a. China Shipping

China Shipping is a large shipping conglomerate that operates across different regions, industries and countries.

• b. CSD

CSD is principally engaged in providing integrated financial services with diversified leasing businesses such as vessel leasing, container leasing and non-shipping finance leasing, supply chain finance, shipping insurance, logistic infrastructure investment and other financial assets investment services.

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c. The Company

The Company is principally engaged in the business of coastal, ocean and Yangtze River cargo transportation, oil transportation, chartering, cargo agency and cargo transportation agency.

2. Implications under the Listing Rules

As China Shipping is the controlling shareholder of the Company and CSD respectively, China Shipping and CSD are connected persons of the Company. CS Finance Company is accounted for and consolidated in China Shipping’s audited consolidated accounts as a subsidiary in accordance with PRC GAAP, and therefore CS Finance Company is also a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Capital Increase Agreement constitute a connected transaction of the Company under the Listing Rules. However, based on the capital contribution to be made by the Company to the registered capital of CS Finance Company, each of the applicable percentage ratios under Chapter 14 of the Listing Rules is more than 0.1% but less than 5%. Under Chapter 14A of the Listing Rules, the transactions contemplated under the Capital Increase Agreement are therefore exempt from the independent shareholders’ approval requirement, but are still subject to the relevant reporting and announcement requirements under the Listing Rules.

The terms and conditions of the Capital Increase Agreement (including the amount of contribution to be made by the Company to CS Finance Company) have been negotiated on an arm’s length basis (taking into account parties’ desire to retain the same proportions of equity interest in CS Finance Company) and are on normal commercial terms. The Board (including the independent non-executive Directors) believes that the terms of the transactions contemplated under the Capital Increase Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, and that the transactions were entered into in the ordinary and usual course of business of the Group.

Given that Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua, all being non-executive Directors, and Mr. Sun Jiakang, an executive Director and the Chairman of the Company, hold positions in entities connected with China Shipping, they have abstained from voting on the board resolution approving the Capital Increase Agreement. Save for the aforesaid, none of the other Directors have any material interest in the transactions contemplated under the Capital Increase Agreement.

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DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

• “Board”

the board of directors of the Company

• “Business Day(s)” a day (excluding Saturdays and Sundays) on which licensed banks in the PRC are open for general business

• “Capital Increase an agreement entered into between the JV Partners on Agreement” 20 January 2017 regarding the capital increase to CS Finance Company

• “Capital Increase” the proposed contribution of additional capital in the total amount of RMB600,000,000 by the JV Partners to CS Finance Company

• “China Shipping” China Shipping (Group) Company (中國海運（集團）總 公司), a PRC state-owned enterprise, which is the controlling shareholder of the Company, holding approximately 38.56% shareholding interest in the Company as at the date of this announcement

• “Company” COSCO SHIPPING Energy Transportation Co., Ltd. (中 遠海運能源運輸股份有限公司), a joint stock limited Company incorporated in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange

• “controlling has the meaning ascribed thereto under the Listing shareholder” Rules

• “connected person” has the meaning ascribed thereto under the Listing Rules

• “CSD” COSCO SHIPPING Development Co., Ltd. (中遠海運發 展股份有限公司), a joint stock limited company established in the PRC whose H shares and A shares are listed on the Stock Exchange and the Shanghai Stock Exchange respectively, and in which China Shipping has approximately 39.02% shareholding interest as at the date of this announcement

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• “CS Finance Company” China Shipping Group Finance Company Limited (中海 集團財務有限責任公司), a limited liability company established in the PRC

• “Directors” the directors of the Company

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong “JV Partners” the Company, China Shipping and CSD

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

• “PRC” People’s Republic of China

• “PRC GAAP” the Generally Accepted Accounting Principles of the PRC

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

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

By Order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary

• Shanghai, the PRC 20 January 2017

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Sun Jiakang, Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-executive Directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

The exchange rate adopted in this announcement for illustration purposes only is HK$1.00 = RMB0.88552. Such conversions are for reference only and should not be construed as representations that the RMB amount could be converted into HK$ at that or any other rates.

• for identification purpose only

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