Dida Inc. — Remuneration Information 2018

Oct 30, 2018

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 ADOPTION OF THE REVISED A SHARE OPTION INCENTIVE SCHEME

References are made to (i) the announcement of COSCO SHIPPING Energy Transportation Co., Ltd. (the “ Company ”) dated 19 December 2017 (the “ First Announcement ”) in respect of the proposed adoption of the A Share option incentive scheme (the “ Scheme ”) and the proposed grant thereunder by the Company; and (ii) the announcement of the Company dated 27 December 2017 (the “ Second Announcement ”, together with the First Announcement, the “ Announcements ”) in respect of the grant of waiver from strict compliance with Note (1) to Rule 17.03(9) of the Listing Rules by the Stock Exchange (the “ Waiver* ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcements.

PROPOSED ADOPTION OF THE REVISED SCHEME AND THE MAJOR AMENDMENTS

On 30 October 2018, the Board passed resolutions in respect of the proposed adoption of the revised A Share option incentive scheme of the Company (the “ Revised Scheme ”), which is prepared based on the Scheme with certain terms being amended after taking into account comments provided by SASAC, the latest changes of the employees’ structure and the promulgation of the Administrative Measures on Share Option Incentives of Listed Companies (Zhong Guo Zheng Jian Hui Ling No. 148)（《上市公司股權激勵管理辦法》（中國證監會令第148 號））which came into effect from 15 September 2018.

A summary of the major amendments of the Revised Scheme as compared to the Scheme are as follows:

* for identification purposes only

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1. Number of Share Options proposed to be granted under the Revised Scheme

The total number of Share Options that may be granted to the Participants under the Revised Scheme shall not exceed 35,787,000, i.e. not exceeding approximately 0.89% of the Company’s total issued Shares as at the date of this announcement.

2. Determination and allocation to the Participants of the Revised Scheme

There are 134 Participants (which constitute approximately 4.24% of the total number of employees of the Company as of 31 December 2017) pursuant to the Revised Scheme, including Directors (excluding independent Directors), senior management and other management and core technical personnel of the Company and its subsidiaries who have direct impact on the operation results and development of the Company.

The Participants do not include substantial Shareholders or controllers of the Company who individually or jointly hold 5% or more of the Shares, or their spouse, parents or children.

The allocation of Share Options to be granted to the Participants of the Revised Scheme is set out below:

			Percentage of the
			total number of
		Share Options	Share Options
Names	Positions	to be granted	under this grant
		(thousands)	(approximately)
Liu Hanbo (劉漢波)	General Manager	475	1.327%
Lu Junshan (陸俊山)	Secretary of Party Committee	475	1.327%
Yang Shicheng (楊世成)	Deputy General Manager	427	1.193%
Qing Jiong (秦炯)	Deputy General Manager	427	1.193%
Xiang Yongmin (項永民)	General Accountant	427	1.193%
Luo Yuming (羅宇明)	Deputy General Manager	427	1.193%
Tu Shiming (屠士明)	Secretary of Committee for	427	1.193%
	Discipline Inspection
Zhao Jinwen (趙金文)	Deputy General Manager	427	1.193%
Li Zhuoqiong (李倬瓊)	General Counsel, Secretary of the	380	1.062%
	Board
Zhao Yuguang (趙宇光)	Assistant to General Manager	380	1.062%
Other management and core	technical personnel (124 persons)	31,515	88.063%
Total (134 Participants):		35,787	100%

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Note:

• The number of Share Options to be granted to each Participant under the Revised Scheme does not exceed 1% of the total Share capital of the Company on the date of this announcement.

3. Exercise price of Share Options and basis of determination

On 13 July 2018, the Company has distributed final dividend of RMB0.05 per share in respect of the period ended 31 December 2017 to the shareholders of the A Shares. Pursuant to the price adjustment mechanism as set out in the paragraph headed “Method and procedures of adjustment to the number and Exercise Price of Share Options” in the First Announcement, the Exercise Price of Share Options to be granted pursuant to the Revised Scheme shall be adjusted to RMB6.00 per Share.

Under the Revised Scheme, the basis of determination of the Exercise Price of Share Options as set out in the paragraph headed “Exercise Price of Share Options and basis of determination” in the First Announcement remains unchanged.

4. Conditions of grant and conditions of Exercise under the Revised Scheme

In respect of the conditions of grant of Share Options and the performance targets of each Exercise period for Share Options as set out in the paragraph headed “Conditions of grant and conditions of Exercise under the Scheme” in the First Announcement, for calculation of the return on net assets of the Company, all non-recurring gains or losses of the Company shall be deducted.

5. Accounting treatment of the Revised Scheme

(a) Calculation of the fair value of Share Options

According to the relevant requirements regarding the recognition of fair value under Enterprise Accounting Standard No. 22 – Financial Instruments: Recognition and Measurement, an appropriate valuation model shall be selected for the calculation of the fair value of Share Options. The Company uses Black-Scholes Model to calculate the fair value of Share Options and has used this Model to make a preliminary calculation of the fair value of the Share Options to be granted under the Revised Scheme (formal calculation will be conducted at the time of grant): the value of each Share Option of the Company is approximately RMB0.98, and the aggregate value of 35,787,000 Share Options to be granted under the Revised Scheme is RMB35,071,260.

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(b) Fair value and determination of Share Options

According to the relevant requirements under Enterprise Accounting Standard No. 11 – Share-based Payments and Enterprise Accounting Standard No. 22 – Financial Instruments: Recognition and Measurement, the Company selects Black-Scholes Model (B-S Model) as the pricing model. Based on the calculation by the Company on the date of 12 September 2018, fair value of each Share Option amounted to RMB0.98 (formal calculation will be conducted upon the grant). Detailed reference factors are as follows:

(1)	Price of Share:	RMB4.06/Share (closing price of the A Shares on
		12 September 2018)
(2)	Exercise Price:	RMB6.00/Share (exercise price set by the Board
		according to the regulations of CSRC and the
		SASAC)
(3)	Expected life:	approximately 3.83 years (weighted expected
		effective period)
(4)	Expected volatility:	42.82% (based on the historical volatility rate of
		the Company)
(5)	Risk-free interest rate:	3.4584% (based on the 3.83-year yield to maturity
		of the national bond rate)
(6)	Expected dividend:	0.00 % (not applicable)

Save for the amendments as set out above, there is no material amendment of the terms of the Revised Scheme as compared to the Scheme.

As advised by the Company’s PRC legal adviser, the Revised Scheme is formulated in accordance with the relevant requirements under the Company Law, the Securities Law, the Trial Measures, the Incentive System Notice, the Administrative Measures, other relevant laws and regulations, and the Articles of Association.

SHAREHOLDERS’ MEETINGS AND CIRCULAR

Pursuant to the requirements by SASAC, the Revised Scheme shall be implemented and the grant of Share Options to the Participants shall be completed on or before 31 December 2018.

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An extraordinary general meeting and class meetings of the Company will be held to consider and approve, amongst other things, the Revised Scheme. A circular containing, among others, details of the Revised Scheme is expected to be despatched to the Shareholders as soon as possible. The notices of the extraordinary general meeting and the class meetings of the Company are expected to be despatched to the Shareholders on or before 2 November 2018.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd. Mr. Huang Xiaowen Chairman

Shanghai, the People’s Republic of China 30 October 2018

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. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.

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