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Dida Inc. Capital/Financing Update 2020

Mar 18, 2020

50671_rns_2020-03-18_c8a98080-4160-4e26-80c0-621fa5df6c14.pdf

Capital/Financing Update

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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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of COSCO SHIPPING Energy Transportation Co., Ltd.

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.[*]

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

COMPLETION OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Reference is made to the announcements of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) most recently dated 5 December 2019; and the circulars of the Company most recently dated 25 November 2019 (collectively, the “ Circulars* ”) in respect of, inter alia, the Proposed Non-public Issuance of A Shares. Unless otherwise defined, capitalized terms used herein have the same meanings as ascribed to them in the Circulars.

The Board is pleased to announce that, on 17 March 2020, the Company has completed the Proposed Non-public Issuance of A Shares and registered such new shares with China Securities Depository and Clearing Company Limited (Shanghai Branch). Upon completion of the Proposed Non-public Issuance of A Shares, the total number of Shares increased from 4,032,032,861 Shares to 4,762,691,885 Shares, and the total number of A Shares increased from 2,736,032,861 A Shares to 3,466,691,885 A Shares.

BASIC INFORMATION ON THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Class of Shares : A Shares Nominal value per Share : RMB1.00 Number of Shares issued : 730,659,024 A Shares

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Issue price : RMB6.98 per A Share, being not lower than both (i) the Share Trading Price Floor of RMB5.2317 and (ii) the NAV Price Floor (adjusted as per the Amendment Resolution taking into account the effect of distribution of the final dividend in respect of the year ended 31 December 2018) of RMB6.972. Gross proceeds : RMB5,099,999,987.52 Costs of the issuance : RMB23,126,594.94 (taking into account the deduction of value-added tax) Net proceeds : RMB5,076,873,392.58 Lock-up period : COSCO Shipping shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 36 months from the date of completion of the Proposed Non-public Issuance of A Shares. All other subscribers shall not transfer the A Shares subscribed under the Proposed Non-public Issuance of A Shares within 12 months from the date of completion of the Proposed Non-public Issuance of A Shares.

RESULTS OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND THE SUBSCRIBERS

The following sets forth the results of the Proposed Non-public Issuance of A Shares and certain information on the subscribers:

Number of Subscription
A Shares amount Lock-up
No. Name of subscriber subscribed (RMB) period
1. COSCO Shipping 601,719,197 4,199,999,995.06 36 months
2. Dalian Shipbuilding Industry 85,959,885 599,999,997.30 12 months
Group Co., Ltd. * (大連船舶重工
集團有限公司)
3. Hudong Zhonghua Shipbuilding 42,979,942 299,999,995.16 12 months
(Group) Co., Ltd.* (滬東中華造
船(集團)有限公司)
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Number of Subscription
A Shares amount Lock-up
No. **Name ** **of ** subscriber subscribed (RMB) period
Total 730,659,024 5,099,999,987.52

Other than COSCO Shipping, all the other two subscribers under the Proposed Non-public Issuance of A Shares and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons.

CHANGES IN THE TOP TEN SHAREHOLDERS IMMEDIATELY BEFORE AND AFTER COMPLETION OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Top Ten Shareholders as at 30 September 2019

The top ten Shareholders as at 30 September 2019 were as follows:

Approximate
percentage of
shareholding Number of
in the total Shares subject
Number of issued Shares to trading
No. Name of Shareholder Shares held (%) restrictions
1. CSG 1,536,924,595 38.12
2. HKSCC Nominees Limited (1) 1,285,446,978 31.88
3. Hong Kong Securities Clearing 107,826,485 2.67
Company Limited
4. Central Huijin Assets 92,709,700 2.30
Management Company Ltd.*
(中央匯金資產管理有限責任
公司)
5. China Securities Finance Co., 31,356,641 0.78
Ltd.* (中國證券金融股份有限
公司)
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Approximate
percentage of
shareholding Number of
in the total Shares subject
Number of issued Shares to trading
No. Name of Shareholder Shares held (%) restrictions
6. Harvest Fund – Agricultural Bank 24,879,500 0.62
of China – Harvest CSI Financial
Asset Management Plan* (嘉實基
金-農業銀行-嘉實中證金融資
產管理計劃)
7. GF Fund – Agricultural Bank of 24,879,500 0.62
China – GF CSI Financial Asset
Management Plan* (廣發基金-
農業銀行-廣發中證金融資產管
理計劃)
8. Zhongou Fund – Agricultural 24,879,500 0.62
Bank of China – Zhongou CSI
Financial Asset Management
Plan* (中歐基金-農業銀行-中
歐中證金融資產管理計劃)
9. National Social Security Fund – 20,847,700 0.52
412 Allocation* (全國社保基金四
一二組合)
10. Peng Heqin* (彭賀慶) 15,611,774 0.39
Note:

(1) HKSCC Nominees Limited is a wholly-owned subsidiary of Hong Kong Securities Clearing Company Limited and acts as the common nominee for the shares held with the Central Clearing and Settlement System. The 1,285,446,978 H Shares held by HKSCC Nominees Limited represent 99.19% of the total issued H Shares as at 30 September 2019.

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Top ten Shareholders immediately after completion of the Proposed Non-public Issuance of A Shares

The top ten Shareholders immediately after completion of the Proposed Non-public Issuance of A Shares and as at 17 March 2020 are as follows:

Approximate
percentage of
shareholding Number of
in the total Shares subject
Number of issued Shares to trading
No. Name of Shareholder Shares held (%) restrictions
1. CSG 1,536,924,595 32.27
2. HKSCC Nominees Limited (1) 1,285,392,978 26.99
3. COSCO Shipping 601,719,197 12.63 601,719,197
4. Central Huijin Assets Management 92,709,700 1.95
Company Ltd.*
(中央匯金資產管理有限責任公
司)
5. Dalian Shipbuilding Industry Group 85,959,885 1.80 85,959,885
Co., Ltd.*
(大連船舶重工集團有限公司)
6. Hong Kong Securities Clearing 56,009,545 1.18
Company Limited
7. Hudong Zhonghua Shipbuilding 42,979,942 0.90 42,979,942
(Group) Co., Ltd.*
(滬東中華造船(集團)有限公司)
8. China Construction Bank Co., Ltd.- 39,990,547 0.84
Zhongou New Blue Chip
Flexible Allocation of Hybrid
Securities Investment Fund*
(中國建設銀行股份有限公司-
中歐新藍籌靈活配置混合型證券
投資基金)
9. China Securities Fiance Co., Ltd.* 31,356,641 0.66
(中國證券金融股份有限公司)
10. Beijing Panfeng Investment 25,030,803 0.53
Management Partnerships
(Limited Partnership)-Panfeng
Value Private Security
Investment Fund* (北京磐灃投資
管理合夥企業(有限合夥)-磐灃
價值私募證券投資基金)
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Note:

  • (1) HKSCC Nominees Limited is a wholly-owned subsidiary of Hong Kong Securities Clearing Company Limited and acts as the common nominee for the shares held with the Central Clearing and Settlement System. The 1,285,392,978 H Shares held by HKSCC Nominees Limited represent 99.18% of the total issued H Shares as at 17 March 2020.

THE IMPACT OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES ON THE CONTROL OF THE COMPANY

Upon completion of the Proposed Non-public Issuance of A Shares, 730,659,024 new A Shares were issued and the total number of issued Shares increased to 4,762,691,885 Shares. COSCO Shipping (by itself and through its subsidiaries) became interested in 2,156,350,790 Shares, representing approximately 45.28% of the total issued Shares. Therefore, COSCO Shipping remains the controlling Shareholder, and the Proposed Non-public Issuance of A Shares has not resulted in the change in control of the Company.

CHANGES IN THE SHAREHOLDING STRUCTURE OF THE COMPANY IMMEDIATELY BEFORE AND AFTER COMPLETION OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

The following table sets forth the breakdown of the Shares not subject to lock-up period and the Shares subject to lock-up period:

Changes due to Immediately after completion of the Immediately after completion of the
completion of the Proposed Non-public Issuance of A
Proposed Non- Shares (As at the share registration
public Issuance date of the Proposed Non-public
As at 30 September 2019 of A Shares **Issuance of ** A Shares)
Approximate Approximate
percentage of percentage of
Shareholding in Shareholding in
Number of **the total ** issued Number of Number of the total issued
Type Shares Shares (%) Shares Shares Shares (%)
Shares not subject to lock-up
period 4,032,032,861 100.00 4,032,032,861 84.66
including A Shares 2,736,032,861 67.86 2,736,032,861 57.45
H Shares 1,296,000,000 32.14 1,296,000,000 27.21
Shares subject to lock-up period 730,659,024 730,659,024 15.34
including A Shares 730,659,024 730,659,024 15.34
H Shares
Total 4,032,032,861 100.00 730,659,024 4,762,691,885 100.00
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The shareholding structure of the Company immediately before and after completion of the Proposed Non-public Issuance of A Shares is as follows:

**Immediately before ** completion of the Proposed Non- completion of the Proposed Non- **Immediately after ** **completion of the ** Proposed Non-
**public ** Issuance of A Shares **public ** Issuance of A Shares
Approximate Approximate Approximate Approximate
percentage of percentage of percentage of percentage of
Class of Number of the issued A the total issued Number of the issued A the total issued
Shareholders Shares Shares Shares (%) Shares (%) Shares Shares (%) Shares (%)
CSG
(1)
A 1,554,631,593 56.82 38.56 1,554,631,593 44.84 32.64
COSCO Shipping (2) A 601,719,197 17.36 12.63
Sub-total 1,554,631,593 56.82 38.56 2,156,350,790 62.20 45.28
Other two Subscribers A 128,939,827 3.72 2.71
Other A Shareholders A 1,181,401,268 43.18 29.30 1,181,401,268 34.08 24.81
Other H Shareholders H 1,296,000,000 32.14 1,296,000,000 27.21
Sub-total of other
Shareholders 2,477,401,268 61.44 2,477,401,268 52.02
Total 4,032,032,861 100.00 4,762,691,885 100.00

Notes:

  • (1) Immediately after completion of the Proposed Non-public Issuance of A Shares and as at the date of this announcement, CSG directly holds 1,536,924,595 A Shares and also holds (i) 7,000,000 A Shares through CICC-CCB-Zhongjin Ruihe collective asset management schemes (中金公司-建設銀行-中 金瑞和集合資產管理計劃), (ii) 2,065,494 A Shares through Guotai Junan securities asset managementIndustrial Bank – Guotai Junan Junxiang Xinli No.6 collective asset management schemes (國泰君安證 券資管-興業銀行-國泰君安君享新利六號集合資產管理計劃), and (iii) 8,641,504 A Shares through AEGON-INDUSTRIAL Fund Management Co., Ltd – China Shipping (Group) Company collective asset management schemes* (興業全球基金-上海銀行-中國海運(集團)總公司). Therefore, CSG and its subsidiaries aggregately are interested in 1,554,631,593 A Shares of the Company as at the date of this announcement, representing 32.64% of the total number of shares of the Company. CSG is a controlling Shareholder.

  • (2) Immediately after completion of the Proposed Non-public Issuance of A Shares and as at the date of this announcement, COSCO Shipping directly holds 601,719,197 A Shares, representing approximately 12.63% of the total issued share capital of the Company. COSCO Shipping is the sole shareholder of CSG and therefore, COSCO Shipping, by itself and through its subsidiaries, is interested in 2,156,350,790 Shares in aggregate, representing approximately 45.28% of the enlarged total issued share capital of the Company, and is a controlling Shareholder.

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  • (3) In the table above, any discrepancies between the total shown and the sum of the amounts listed are due to rounding.

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong

Company Secretary

Shanghai, the People’s Republic of China 18 March 2020

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

All the Directors jointly and severally accept full responsibility for the accuracy of the information in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any of the statements in this announcement misleading.

* For identification purpose only.

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