Dida Inc. — Governance Information 2017

Dec 1, 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)

PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

The board of directors of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) proposes to make certain amendments (“ Proposed Amendments to Articles ”) to the Company’s articles of association (“ Articles ”) in relation to its profit distribution plan in accordance with the relevant laws and regulations in the People’s Republic of China, including the Guidance on the Articles of Association of Listed Companies (revised in 2016) 《上市公司章程指引》( (2016修訂)) and the Listed Companies Regulatory Guidance No. 3 — Cash Dividends Distribution of Listed Companies 《上市公司監管指引第( 3號— 上市公司現金分紅》) issued by the China Securities Regulatory Commission and the Guideline on the Distribution of Cash Dividends by Listed Companies of the Shanghai Stock Exchange 《上海證券交( 易所上市公司現金分紅指引》) issued by the Shanghai Stock Exchange.

Details of the proposed amendments to the Company’s Articles are set out as follows:

	Original provisions of the Articles of Association Proposed Amendments to Articles Chapter 14 Accounting regulation and profit distribution Chapter 14 Accounting regulation and profit distribution Article 228 Basic principles of profit distribution policy of the Company Article 228 Basic principles of profit distribution policy and policy for cash dividend distribution of the Company

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Original provisions of

the Articles of Association Proposed Amendments to Articles The profit distribution policy shall be Basic principles of profit distribution policy continuous and stable. Profit distribution of the Company：The profit distribution shall be in full consideration of reasonable policy shall be continuous and stable. Profit return to investors, the long term interests distribution shall be in full consideration of and sustainable development of the reasonable return to investors, the long term Company, and the interests of all interests and sustainable development of the shareholders as a whole. The profit Company, and the interests of all distribution of the Company shall be based shareholders as a whole. The profit on the distributable profit realized for the distribution of the Company shall be based year and dividend shall be distributed to on the distributable profit realized for the shareholders in a sequence in compliance year and dividend shall be distributed to with the statutory requirements and in shareholders in a sequence in compliance proportion to their shareholdings. The same with the statutory requirements and in shares shall be entitled to the same rights proportion to their shareholdings. The same and dividend. Shares of the Company held shares shall be entitled to the same rights by the Company are not entitled to and dividend. Shares of the Company held distribution. The Company shall give by the Company are not entitled to priority to profit distribution in the form of distribution. The Company shall give cash. priority to profit distribution in the form of cash. Policy for cash dividend distribution: The Board shall take various factors into consideration, including the Company’s industry features, development stages, business model and profitability as well as whether the Company has any substantial capital expenditure arrangements in differentiatingthe following circumstances and propose a differentiated policy for cash dividend distribution pursuant to the procedures stipulated in the Articles of Association: ① Where the Company is in a developed stage with no substantial capital expenditure arrangements, the dividend distributed in the form of cash shall not be less than 80% of the profit distribution;

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	Original provisions of	Original provisions of
	the Articles of Association		Proposed Amendments to Articles
			②Where the Company is in a developed
			stage with substantial capital expenditure
			arrangements, the dividend distributed in
			the form of cash shall not be less than 40%
			of the profit distribution;
			③Where the Company is in a developing
			stage with substantial capital expenditure
			arrangements, the dividend distributed in
			the form of cash shall not be less than 20%
			of the profit distribution.
			In the case that it is difficult to distinguish
			the Company’s stage of development but
			the Company has significant capital
			expenditure arrangements, the profit
			distribution may be dealt with pursuant to
			the preceding provisions.
	Article 232 Specific conditions for share		Article 232 Specific conditions for share
	dividend distribution		dividend distribution
	The Company may distribute profit by share		The Company may distribute profit by share
	dividend according to actual	conditions such	dividend according to actual conditions such
	as the accumulated distributable profit and		as the accumulated distributable profit and
	cash flows of the Company, and on the		cash flows of the Company, and on the
	premise that there is adequate cash dividend		premise that there is adequate cash dividend
	and a reasonable share capital structure of		and a reasonable share capital structure of
	the Company. The actual proposal relating to		the Company. The actual proposal relating to
	the proportion of share dividends shall be		the proportion of share dividends shall be
	recommended by the Board.	In determining	recommended by the Board. In determining
	the specific amount for the	share dividend	the specific amount for the share dividend
	distribution, the Board shall take full		distribution, the Board shall take full
	account of whether the total share capital		account of whether the total share capital
	after share dividend distribution is suitable		after share dividend distribution is suitable
	for the current operational	scale and the	for the current operational scale and the
	development of the Company, so as to ensure		development of the Company, and shall
	that the profit distribution	plan is in the	take full account of the factor on the
	interest of all shareholders as a whole in the		Company’s growth and the dilution of net
	long run.		assets per share, so as to ensure that the
			profit distribution plan is in the interest of
			all shareholders as a whole in the long run.

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Original provisions of the Articles of Association Proposed Amendments to Articles Article 233 The consideration and Article 233 The consideration and deliberation procedures and deliberation procedures and decision-making mechanism for the profit decision-making mechanism for the profit distribution plan distribution plan The Company’s profit distribution proposal The Company’s profit distribution proposal shall be formulated by the management of shall be formulated by the management of the Company. In formulating the profit the Company. In formulating the profit distribution proposal the views of investors distribution proposal the views of investors shall be taken into account and the proposal shall be taken into account and the proposal so formulated shall be submitted to the so formulated shall be submitted to the consideration of the Board of the Company. consideration of the Board of the Company. The Board of the Company shall fully The Board of the Company shall fully consider and deliberate the profit consider and deliberate the profit distribution proposal pursuant to the distribution proposal pursuant to the provisions of the Articles of Association, provisions of the Articles of Association, having fully taken into account the having fully taken into account the Company’s ability to operate continuously, Company’s ability to operate continuously, and the capital required for ensuring routine and the capital required for ensuring routine production, operation and business production, operation and business development as well as reasonable return to development as well as reasonable return to investors. In deliberating and investors. In deliberating and decision-making of the profit distribution decision-making of the profit distribution proposal, the Board of the Company shall proposal, the Board of the Company shall take full account of the views of the take full account of the views of the independent directors. In considering the independent directors. In considering the profit distribution proposal, the Board shall profit distribution proposal, the Board shall record in detail the advice of the record in detail the advice of the management, key points of the speeches of management, key points of the speeches of directors present at the meeting, opinions of directors present at the meeting, opinions of independent directors, voting results of independent directors, voting results of Board meetings, etc. and prepare written Board meetings, etc. and prepare written minutes to be kept properly as the minutes to be kept properly as the Company’s records. Company’s records.

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Original provisions of the Articles of Association Proposed Amendments to Articles Where the profit distribution proposal is Where the profit distribution proposal is considered by the Board, it requires the considered by the Board, it requires the consent of more than half of all the directors consent of more than half of all the directors to be approved. Independent directors shall to be approved. Independent directors shall provide their independent opinion on the provide their independent opinion on the profit distribution proposal. profit distribution proposal. The resolutions formed for the profit The resolutions formed for the profit distribution proposal shall be submitted to distribution proposal shall be submitted to the shareholders general meeting for the shareholders general meeting for consideration. Upon receipt of any consideration. Upon receipt of any qualifying profit distribution proposal qualifying profit distribution proposal proposed by other shareholders, the Board proposed by other shareholders, the Board shall communicate with the proposing shall communicate with the proposing shareholder to understand the specific shareholder to understand the specific reasons and background for proposing the reasons and background for proposing the proposal, announce the contents of and proposal, announce the contents of and reasons for the proposal in accordance with reasons for the proposal in accordance with the procedures as required by the Articles of the procedures as required by the Articles of Association, and submit the same to the Association, and submit the same to the shareholders general meeting for shareholders general meeting for consideration. consideration. Independent directors collect advice from minority shareholders Where the profit distribution proposal is and prepare a distribution proposal which considered at the shareholders general shall be directly proposed to the board of meeting, , the Company shall communicate directors for its consideration. and exchange ideas through multiple channels with shareholders (minority Where the profit distribution proposal is shareholders in particular), take full account considered at the shareholders general of the opinion and demands of minority meeting, the Company shall communicate shareholders, and give timely replies to and exchange ideas through multiple issues that concern minority shareholders. channels with shareholders (minority shareholders in particular), take full account Where the profit distribution plan is of the opinion and demands of minority considered at the shareholders general shareholders, and give timely replies to meeting, it requires the consent of more than issues that concern minority shareholders. half of all shareholders (including

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Original provisions of the Articles of Association Proposed Amendments to Articles proxies of shareholders) carrying voting Where the profit distribution plan is rights present at the meeting to be approved. considered at the shareholders general Where plans for share dividend distribution meeting, it requires the consent of more than or for transfer from the common reserve to half of all shareholders (including proxies of share capital is considered at the shareholders) carrying voting rights present shareholders general meeting, it requires the at the meeting to be approved. Where plans consent of more than two thirds of the for share dividend distribution or for shareholders (including proxies of transfer from the common reserve to share shareholders) carrying voting rights present capital is considered at the shareholders at the shareholders general meeting to be general meeting, it requires the consent of approved. more than two thirds of the shareholders (including proxies of shareholders) carrying voting rights present at the shareholders general meeting to be approved.

GENERAL

A circular containing, among other things, details of the Proposed Amendments to the Articles together with a supplemental notice to the notice dated 3 November 2017 convening an extraordinary general meeting of the Company will be dispatched to shareholders of the Company in due course.

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

Shanghai, the People’s Republic of China 1 December 2017

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Huang Xiaowen, 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.

• For identification purpose only.

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