Dida Inc. — Proxy Solicitation & Information Statement 2014

Jul 23, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult appropriate independent advisers.

If you have sold all your shares in China Shipping Development Company Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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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)

GUARANTEES FOR SHIPBUILDING CONTRACTS AND TIME CHARTERS AND PROVISION OF GUARANTEE TO A SUBSIDIARY

A letter from the Board is set out on pages 6 to 12 of this circular.

A notice convening the EGM of the Company to be held at 2:30 p.m. on Tuesday, 12 August 2014 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China had been published by the Company on 23 June 2014 and a supplemental EGM notice is set out on pages N-1 to N-3 of this circular.

Whether or not you are able to attend the above meeting, please complete and return the enclosed supplemental proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, (ii) in case of holders of A shares, to the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the People’s Republic of China]. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.

23 July 2014

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SUPPLEMENTAL NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

• “A Share(s)”

PRC-listed domestic shares of RMB1.00 each in the share capital of the Company which are listed on the Shanghai Stock Exchange and traded in RMB

• “Board”

• the board of Directors

• “Business Day”

• means any day (other than a Saturday or Sunday) on which banks are open for general business in Beijing, London, Hong Kong, Tokyo, Seoul and Singapore and (in relation to any date for payment of US Dollars) New York

• “Charterer”

• YAMAL Trade Pte. Ltd., a limited liability company incorporated in the Republic of Singapore

• “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 on the Shanghai Stock Exchange

• “Corporate Guarantees”

• the three corporate guarantees all dated 8 July 2014 and executed by the Company in favour of the Shipbuilders in connection with the obligations of each of the JV Companies under each of the Shipbuilding Contracts

• “CS Bulk”

• China Shipping Bulk Carrier Co., Limited (中海散貨運輸有 限公司), a direct wholly-owned subsidiary of the Company

• “CS Tanker”

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

• “CS Bulk and CS Tanker Guarantee”

• the guarantee of not more than RMB1,000,000,000 (equivalent to approximately HK$1,259,445,844) to be provided by the Company within one year from 30 June 2014 to 29 June 2015 (both dates inclusive) to CS Bulk and CS Tanker in respect of their repayment obligations for commercial bank loans

“CSD HK”

China Shipping Development (Hong Kong) Marine Co., Limited 中海發展(香港)航運有限公司, a direct wholly-owned subsidiary of the Company

— 1 —

DEFINITIONS

“CSD HK Guarantee”	the guarantee of not more than US$500,000,000 (equivalent
	to approximately HK$3.875 billion) to be provided by the
	Company within one year from the date of the shareholders’
	approval at EGM to CSD HK in respect of its repayment
	obligations for offshore bank loans
“Directors”	directors of the Company
“EGM”	the extraordinary general meeting of the Company for 2014 to
	be held at 2:30 p.m. on Tuesday, 12 August 2014 for
	considering, among other things, the Guarantees
“Group”	the Company and its subsidiaries
“Guarantees”	the Corporate Guarantees, the Owner’s Guarantees and the
	CSD HK Guarantee
“Guarantee Letter(s)”	the individual guarantee letter(s) to be issued by the Company
	to support CSD HK obtaining offshore bank loans
“H Share(s)”	overseas listed foreign shares of RMB1.00 each in the share
	capital of the Company which are listed on the Stock
	Exchange and traded in Hong Kong dollars
“HK$” or “Hong Kong dollars”	the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“JV Companies”	Arctic Blue LNG Shipping Limited, Arctic Green LNG
	Shipping Limited and Arctic Purple LNG Shipping Limited,
	each of which is owned as to 50% by MOL and 50% by the
	Group as at the Latest Practicable Date
“Latest Practicable Date”	18 July 2014, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“LNG”	liquefied natural gas
“MOL”	MITSUI O.S.K. LINES, LTD., a company incorporated under
	the laws of Japan which shares are listed on various stock
	exchanges in Japan including Tokyo, Osaka, Nagoya and
	Fukuoka

— 2 —

DEFINITIONS

“Owner’s Guarantees”	the three owner’s guarantee all dated 8 July 2014 and
	executed by the Company in favour of the Charterer in
	connection with the obligations of each of the JV Companies
	under each of the Time Charters respectively
“PRC”	the People’s Republic of China, but for the purposes of this
	circular only, excluding Hong Kong, the Macau Special
	Administrative Region and Taiwan
“Previous CSD HK Guarantee”	the previous guarantee of not more than US$500,000,000
	(equivalent to approximately HK$3.875 billion) provided by
	the Company within one year from the date of the
	shareholder’s approval at 31 March 2014 to CSD HK in
	respect of its repayment obligations for offshore bank loans
“RMB”	the lawful currency of the PRC
“Shanghai Listing Rules”	Rules Governing the Listing of Stocks on Shanghai Stock
	Exchange
“Shareholder(s)”	holder(s) of the A Share(s) and/or H Shares
“Shipbuilders”	Daewoo Shipbuilding & Marine Engineering Co., Ltd. and
	DY Maritime Limited
“Shipbuilding Contracts”	three shipbuilding contracts all dated 8 July 2014 entered into
	between the Shipbuilders and each of the JV Companies
	respectively in respect of the construction of the Vessels
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary”	has the meaning ascribed thereto under the Listing Rules
“Time Charter(s)”	three time charter agreements all dated 8 July 2014 in respect
	of the Vessels made between each of the JV Companies as
	owners and the Charterer as a charterer
“US$”	the lawful currency of the United States of America
“Vessel 1”	an ARC 7, 172,410cbm Ice Breaking LNG carrier to be
	constructed which will be acquired and owned by Arctic Blue
	LNG Shipping Limited
“Vessel 2”	an ARC 7, 172,410cbm Ice Breaking LNG carrier to be
	constructed which will be acquired and owned by Arctic
	Green LNG Shipping Limited

— 3 —

DEFINITIONS

“Vessel 3”	an ARC 7, 172,410cbm Ice Breaking LNG	carrier to be
	constructed which will be acquired and owned by Arctic
	Purple LNG Shipping Limited
“Vessels”	Vessel 1, Vessel 2 and Vessel 3 which will be	acquired and
	owned by each of the JV Companies upon completion of their
	respective construction pursuant to the	Shipbuilding
	Contracts

Note: Unless otherwise specified and for illustration purpose only, the conversion of US$ into HK$ is based on the exchange rate US$1.00 = HK$7.75 and the conversion of RMB into HK$ is based on the exchange rate HK$1.00 = RMB0.7940. Such conversion should not be construed as a representation that the currency could actually be converted to HK$ at that rate or at all.

— 4 —

EXPECTED TIMETABLE

Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 23 July 2014 Latest time for lodging proxy forms for the EGM . . . . . . . . 2:30 p.m. on Monday, 11 August 2014 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on Tuesday, 12 August 2014

— 5 —

LETTER FROM THE BOARD

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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)

Executive Directors: Xu Lirong (Chairman) Zhang Guofa (Vice Chairman) Su Min Huang Xiaowen Ding Nong Liu Xihan Yu Zenggang Han Jun Qiu Guoxuan

Registered Office: Room A-1015, No. 188 Ye Sheng Road China (Shanghai) Free Trade Port Area

Principal place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong

Independent Non-Executive Directors:

Zhang Jun Wang Wusheng Lin Junlai Ruan Yongping Ip Sing Chi

23 July 2014

To the Shareholders

Dear Sir/Madam,

GUARANTEES FOR SHIPBUILDING CONTRACTS AND TIME CHARTERS AND PROVISION OF GUARANTEE TO A SUBSIDIARY

INTRODUCTION

Reference is made to the announcements of the Company dated 29 January 2014, 30 June 2014 and 8 July 2014, its circulars dated 11 February 2014 and 23 June 2014 and two overseas regulatory announcements issued by the Company on 30 June 2014, containing, respectively, the Board and supervisory board resolutions of the Company approving, among other things, the Company’s entry into the Corporate Guarantees and the Owner’s Guarantees and the Company’s provision of the CSD HK Guarantee for the benefit of CSD HK.

— 6 —

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with further information on the Guarantees and to seek the approval of the Shareholders in the upcoming EGM with respect to the Guarantees.

I. GUARANTEES FOR SHIPBUILDING CONTRACTS AND TIME CHARTERS

The JV Companies entered into the Shipbuilding Contracts with the Shipbuilders and the Time Charters with the Charterer. As a result, the Company entered into Corporate Guarantees in favour of the Shipbuilders and Owner’s Guarantees in favour of the Charterer in connection with the due performance of the JV Companies’ obligations under the Shipbuilding Contracts and the Time Charters, respectively.

1. CORPORATE GUARANTEES IN RELATION TO SHIPBUILDING CONTRACTS

On 8 July 2014, the JV Companies entered into the Shipbuilding Contracts with the Shipbuilders for the construction of three Vessels for the transportation of LNG. The total consideration for the construction of the Vessels is approximately US$932,000,000 (equivalent to approximately HK$7,223,000,000).

The expected delivery dates for each of the Vessels are on or before 31 March 2018, 31 December 2018 and 31 December 2019 respectively.

The Company has, in connection with such Shipbuilding Contracts, entered into the Corporate Guarantees in favour of the Shipbuilders in respect of each of the Vessels being constructed. Pursuant to the Corporate Guarantees, the Company:

• (a) guarantees the respective JV Companies’ due performance of their obligations under the Shipbuilding Contracts; and

• (b) undertakes that it will immediately upon the Shipbuilders’ first written demand, carry out its obligations referred to in (a) above and to indemnify the Shipbuilders against all losses or damages arising from the JV Companies’ failure to perform their respective obligations under the Shipbuilding Contracts.

The liability of the Company under the Corporate Guarantees is pro-rata to its indirect shareholding in the JV Companies and the total aggregate liability of the Company under the Corporate Guarantees will not exceed US$490,000,000 (equivalent to approximately HK$3,797,500,000).

The obligations of the Company under each of the Corporate Guarantees shall be continuing and shall cease upon the earliest of (a) the JV Companies having performed in full all of their respective obligations under the relevant Shipbuilding Contracts; (b) the termination of the relevant Shipbuilding Contract; (c) the rights and obligations of the JV Companies having been novated to the Charterer; or (d) final delivery of the relevant Vessels in accordance with the Shipbuilding Contracts.

— 7 —

LETTER FROM THE BOARD

All funds which the Company may be required to make pursuant to the Corporate Guarantees shall be made immediately within 14 days after receipt of the Shipbuilders’ written demand.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Shipbuilders 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).

2. OWNER’S GUARANTEES IN RELATION TO THE TIME CHARTERS

On 8 July 2014, each of the JV Companies entered into the Time Charters with the Charterer, whereby the JV Companies will lease the Vessels to the Charterer for a term commencing from the delivery of each of the Vessels until 31 December 2045, with a buffer of up to 90 days before and after 31 December 2045 taking into account completion of the Vessels’ voyage at the time before redelivery. The Charterer shall have the option to extend the term of the Time Charter for 2 consecutive periods of up to 5 years for each period, with a similar buffer referred to above but up to 60 days. The Vessels will be used for LNG transportation.

In connection with such Time Charters, the Company executed the Owner’s Guarantees in favour of the Charterer in respect of each Time Charter. Pursuant to the Owner’s Guarantees, the Company:

• (a) guarantees (i) the due and punctual performance of all terms and conditions of the Time Charter and the supplemental construction contract (which sets out the Charterer’s rights and obligations during the construction of the Vessels) by the JV Companies; and (ii) the due and punctual payment and discharge of all monies due to be paid by the JV Companies under the Time Charters and the supplemental construction contract referred to above; and

• (b) undertakes that (i) if and whenever the JV Companies defaults in the due and punctual performance of any of their respective obligations under the relevant Time Charters and/or under the supplemental construction contract referred to above, the Company shall within 5 Business Days after receipt of the Charterer’s demand perform or cause the performance of such obligations; and (ii) if and whenever a JV Company fail to pay on the due date any sum due and payable under the Time Charters and/or the supplemental construction contract referred to above, the Company shall within 7 Business Days after receipt of the Charterer’s demand pay such sum to the Charterer.

The Company will also indemnify the Charterer against all costs and liabilities suffered by the Charterer as a result of the JV Companies’ breach under the Time Charters and/or the supplemental construction contract referred to above.

The liability of the Company under the Owner’s Guarantees is pro-rata to its indirect shareholding in the JV Companies and the total aggregate liability of the Company under the Corporate Guarantees will not exceed US$6,400,000 (equivalent to approximately HK$49,600,000).

— 8 —

LETTER FROM THE BOARD

The Owner’s Guarantees shall be continuing security for the performance by the JV Companies of all their respective obligations under the Time Charter and the supplemental construction contract referred to above.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Charterer and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).

3. REASONS FOR AND BENEFITS OF ENTERING INTO THE CORPORATE GUARANTEES AND OWNER’S GUARANTEES

The Vessels to be constructed under the Shipbuilding Contracts will be owned by the JV Companies and upon delivery, will be chartered to the Charterer under the Time Charters. The JV Companies entering into the Shipbuilding Contracts and the Time Charters signifies a milestone for the Group in participating in the growing LNG transportation market through the ownership of 50% of the JV Companies.

The entering into of the Corporate Guarantees and the Owner’s Guarantees would facilitate the entry into of the Shipbuilding Contracts and the Time Charters by the JV Companies, and in turn, is expected to generate positive investment return going forward for the Group through its interests in the JV Companies.

The Directors considered that the terms under the Corporate Guarantees and the Owner’s Guarantees were determined on arm’s length basis, and on the above basis, the Board believes that the entering into of the Corporate Guarantees and the Owner’s Guarantees are fair and reasonable and are in the interests of the Company and its shareholders as a whole.

4. INFORMATION ON THE COMPANY AND COUNTERPARTS

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

Each of the JV Companies is owned by MOL as to 50% and the Group as to 50%. The JV Companies are formed for the sole purpose of owning and chartering the Vessels to be constructed and chartered under the Shipbuilding Contracts and the Time Charters.

The business scope of the Charterer, YAMAL Trade Pte. Ltd, is trading of LNG.

The business scope of the Shipbuilders, Daewoo Shipbuilding & Marine Engineering CO., Ltd. and DY Maritime Limited, is shipbuilding and the repair of ships.

The Company is required by the applicable PRC rules and regulations to seek the approval of its Shareholders at the general meeting of the Company with respect to the Corporate Guarantees and the Owner’s Guarantees.

— 9 —

LETTER FROM THE BOARD

II. PROVISION OF GUARANTEE TO A SUBSIDIARY

The Company will issue further Guarantee Letter(s) for the benefit of CSD HK, a direct wholly-owned subsidiary of the Company, to guarantee its repayment obligations for offshore bank loans. The aggregate financial commitment of the Company under the CSD HK Guarantee is expected to be not more than US$500,000,000 (equivalent to approximately HK$3.875 billion) and such CSD HK Guarantee is subject to the approval by the Shareholders at the EGM.

1. SUMMARY OF THE CSD HK GUARANTEE

Pursuant to the resolution passed at the seventh meeting of the Board held on 30 June 2014, the Board resolved that the Company shall provide a guarantee for the benefit of CSD HK in the aggregate amount of not more than US$500,000,000 (equivalent to approximately HK$3.875 billion).

The CSD HK Guarantee shall be subject to the approval by the Shareholders at the EGM and shall be valid for one year from the date of the Shareholders’ approval. Individual Guarantee Letters will be issued by the Company in respect of each loan.

2. INFORMATION ON CSD HK

CSD HK is a direct wholly-owned subsidiary of the Company.

The principal business of CSD HK is international oil and bulk cargo transportation and the management of the Company’s assets in Hong Kong.

3. REASONS FOR THE CSD HK GUARANTEE

In view of the Group’s increasing demand for offshore funding, the Board is of the view that the CSD HK Guarantee will allow the Group to secure more offshore funding and maintain relatively lower financing costs. Having considered CSD HK’s access to funds outside the PRC, and that the Company’s provision of the CSD HK Guarantee will have no material adverse impact on the Company’s financial position as a whole, the Directors are of the view that the terms of the CSD HK Guarantee are fair and reasonable and are in the interests of the Company and its shareholders as a whole. As such, the Board resolved that the Company shall provide the CSD HK Guarantee for the benefit of CSD HK.

4. THE ACCUMULATED AMOUNT OF EXTERNAL GUARANTEES

As at the Latest Practicable Date, the accumulated amount of external guarantees (not including the guarantee for its subsidiaries and aforementioned guarantees for shipbuilding contracts and time charters) provided by the Group was approximately US$8,200,000 (equivalent to approximately HK$63,550,000). Such accumulated guarantees represent approximately 0.2% of the Company’s consolidated net assets as at 31 December 2013 (being the latest published audited financial statements of the Company). As at the Latest Practicable Date, save for the Previous CSD HK Guarantee, the CSD HK Guarantee and the guarantees in favour of the CS Bulk and CS Tanker Guarantee, the Company does not have any outstanding guarantee to support its subsidiaries obtaining bank loans.

— 10 —

LETTER FROM THE BOARD

As at the Latest Practicable Date, as CSD HK has aggregate liabilities representing more than 70% of its total assets, and the total amount of guarantee to be provided by the Company constitutes 10% or more of the Company’s consolidated net assets as at 31 December 2013 (being the latest published audited financial statements of the Company), the Company is required by the applicable PRC rules and regulations to seek the approval of its Shareholders at the general meeting of the Company with respect to the CSD HK Guarantee.

III. CLOSURE OF REGISTER OF MEMBERS

The H Share register of the Company was closed from Saturday, 12 July 2014 and will be closed until Tuesday, 12 August 2014 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s register of members at the close of business on Tuesday, 12 August 2014 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting.

IV. IMPLICATIONS UNDER THE LISTING RULES

As the relevant applicable percentage ratios of the Corporate Guarantees and the Owner’s Guarantees under Chapter 14 of the Listing Rules are in aggregate more than 5% but are less than 25%, the transactions under the Corporate Guarantees and the Owner’s Guarantees together constitute discloseable transactions of the Company under the Listing Rules and are subject to the reporting and announcement requirements under the Listing Rules. Nevertheless, the Company is required by the applicable PRC rules and regulations to seek the approval of its Shareholders at the general meeting of the Company.

V. EGM

Under the applicable PRC rules and regulations, the Guarantees are subject to the approval of the Shareholders. Pursuant to Article 78 of the Company’s Articles of Association, China Shipping (Group) Company proposed that resolutions for, among other things, the approval of the Guarantees be put to the Shareholders for their consideration immediately after the EGM. The EGM will be held at 2:30p.m. on Tuesday, 12 August 2014 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China. A supplemental notice of the EGM is set out on pages N-1 to N-3 of this circular.

A supplemental proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed supplemental proxy form (for use at the EGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H share registrar and transfer office, Hong Kong Registrars Limited, 17M/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 7th Floor, 670 Dong Da Ming Road, Shanghai, the PRC (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said supplemental proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.

— 11 —

LETTER FROM THE BOARD

VI. RECOMMENDATION

The Directors consider that the resolutions to approve the Guarantees are in the interests of the Company and the Shareholders as a whole, and recommend that all Shareholders to vote in favour of the relevant resolutions set out in the supplemental notice of EGM.

Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

Yours faithfully, China Shipping Development Company Limited Xu Lirong Chairman

— 12 —

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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)

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

Notice dated 23 June 2014 had been given by the Company to convene the extraordinary general meeting (the “ EGM ”) of China Shipping Development Company Limited (the “ Company ”) to be held at 2:30p.m. on Tuesday, 12 August 2014 at 3rd Floor, Parkview Hotel, 555 Dingxiang Road, Pudong New Area, Shanghai, The People’s Republic of China to consider and, if thought fit, pass the resolutions set out therein. This notice is a supplemental notice following the despatch of the Company’s circular dated 23 June 2014 setting out the additional resolutions proposed by the controlling shareholder of the Company in accordance with Article 78 of the Company’s Articles of Association to be passed at the EGM:

Ordinary Resolutions

• “2. to approve, ratify and confirm the three corporate guarantees (the “Corporate Guarantees”) all dated 8 July 2014 and executed by the Company in favour of Daewoo Shipbuilding & Marine Engineering Co., Ltd. and DY Maritime Limited (the “Shipbuilders”) in connection with the obligations of each of Arctic Blue LNG Shipping Limited, Arctic Green LNG Shipping Limited and Arctic Purple LNG Shipping Limited (the “JV Companies”) under each of the three shipbuilding contracts (the “Shipbuilding Contracts”) all dated 8 July 2014 entered into between the Shipbuilders and each of the JV Companies in respect of the construction of three carriers (the “Vessels”) to be acquired and owned by each of the JV Companies upon completion of their construction pursuant to the Shipbuilding Contracts and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Corporate Guarantees;

• to approve, ratify and confirm the three owner’s guarantees (the “Owner’s Guarantees”) all dated 8 July 2014 and executed by the Company in favour of YAMAL Trade Pte. Ltd. (the “Charterer”) respectively in connection with the obligations of each of the joint venture companies under each of the three time charter agreements all dated 8 July 2014 in respect of the vessels made between each of the joint venture companies as owners and the Charterer as a charterer and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the Owner’s Guarantees; and

— N-1 —

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. to approve and confirm the guarantee (the “CSD HK Guarantee”) to be provided by the Company for the benefit of China Shipping Development (Hong Kong) Marine Co., Limited (“CSD HK”), a direct wholly-owned subsidiary of the Company, of not more than US$500,000,000 (equivalent to approximately HK$3.875 billion), to guarantee CSD HK’s repayment obligations for offshore bank loans, and the transactions contemplated thereunder, and to authorise the Directors to exercise all powers which they consider necessary to do such acts and things and execute such other documents which in their opinion may be necessary or desirable to implement the transactions contemplated under the CSD HK Guarantee.”

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

23 July 2014 Shanghai The People’s Republic of China

Notes:

• (A) Please refer to the notice of the EGM dated 23 June 2014 for Resolution 1.

• (B) Details of the Office of the Secretary to the Board of Directors of the Company are as follows:

7th Floor, 670 Dong Da Ming Road, Shanghai, The People’s Republic of China Postal Code: 200080 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160

• (C) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.

• (D) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.

• (E) For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H share registrar, Hong Kong Registrars Limited, 17M/F., Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

— N-2 —

SUPPLEMENTAL NOTICE OF THE EXTRAORDINARY GENERAL MEETING

• (F) Each holder of A Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (C) to (D) also apply to holders of A Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (B) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.

• (G) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.

• (H) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.

• (I) As at the date of this supplemental notice, 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. Lin Junlai, Mr. Ruan Yongping and Mr. Ip Sing Chi as independent non-executive Directors.

— N-3 —