Dida Inc. — Share Issue/Capital Change 2024

Dec 30, 2024

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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

THE GRANT OF RESERVED OPTIONS UNDER THE 2023 SHARE OPTION INCENTIVE SCHEME

References are made to (i) the announcement of COSCO SHIPPING Energy Transportation Co., Ltd. (the "Company") dated 26 October 2023, (ii) the circular of the Company dated 23 April 2024 (the "Circular"), (iii) the poll results announcement of the Company dated 10 May 2024, (iv) the announcements of the Company dated 10 May 2024 and 2 July 2024, in relation to, among others, the proposed adoption of the 2023 A Share Option Incentive Scheme, and the Initial Grant and Reserved Grant under the 2023 Share Option Incentive Scheme. Unless otherwise indicated, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

THE GRANT OF RESERVED OPTIONS TO THE PARTICIPANTS OF THE 2023 SHARE OPTION INCENTIVE SCHEME

On 10 May 2024, the 2023 Share Option Incentive Scheme was approved by the EGM and the Class Meetings of the Company by way of special resolutions passed at the relevant meetings. Thereafter, the Board, pursuant to the authorisation given by the general meeting, resolved and passed the Proposal on the Grant of Reserved Options to the Participants of the 2023 Share Option Incentive Scheme. The Board is of the view that all conditions of the Reserved Grant have been satisfied and has determined 30 December 2024 as the Date of Grant. Details of which are as follows:

The Grant of Reserved Options under the 2023 Share Option Incentive Scheme

1. Date of Grant: 30 December 2024
2. Exercise Price: RMB12.09 per A Share

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1. Source of Shares: new A Shares (being ordinary shares) to be issued and placed to the Participants by the Company
2. Market price of the A Shares on the Date of Grant: RMB11.95 per A Share
3. Number of Share Options granted: 4,635,800
4. Number of grantees under the Reserved Grant: 24

The details of the Participants and the Reserved Grant are set out in the table below:

Position	Share Options Granted (ten thousands)	Proportion to the total Share Options in the Reserved Grant	Proportion to the total share capital of the Company as at the date of this announcement (2)
Core management at the headquarters (12 persons)	232.52	50.16%	0.049%
Core management of subsidiaries (12 persons)	231.06	49.84%	0.048%
Total Participants under the Reserved Grant (24 persons)	463.58	100.00%	0.097%

Notes:
(1) Any discrepancy in the last digit of the above total amount and the sum of all breakdowns is a result of rounding.
(2) The total number of Shares of the Company as at the date of this announcement is 4,770,776,395.

Upon the grant of the Reserved Grant of Share Options disclosed in this announcement, as of the date of this announcement, the Share Options under the 2023 Share Option Incentive Scheme available for grant have been fully granted with no Shares available for grant.

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1. Validity Period, Vesting Period and exercise arrangement of Share Options

(1) Validity Period

The Validity Period for the Exercise of the Share Options granted shall be seven years from the Date of Grant (i.e. from 31 December 2024 to 30 December 2031), which means that the employees can exercise on the pre-determined effective and exercise schedule within seven years from the Date of Grant. Share Options not exercised will lapse after seven years from the Date of Grant.

(2) Vesting Period

Vesting Period represents the period from the Date of Grant to the Exercise Date of a Share Option, which shall be a period of 24 months pursuant to the relevant requirements of the SASAC.

(3) Exercise Date, performance targets and clawback mechanism

Share Options can be exercised after 24 months from the grant. Exercise Date must be a trading day.

During the Exercise Period (as defined hereinafter), upon the fulfilment of effective conditions required by the Scheme, the Share Options granted to the Participants can be exercised in tranches according to the arrangement set out in the following table:

| Exercise Period
("Exercise Period") | Exercise Time | Exercise
Proportion |
| --- | --- | --- |
| First Exercise Period | Commencing on the first trading day after
expiry of 24 months (after the second full
year) from the Date of Grant and ending
on the last trading day of the 36 months
from the Date of Grant (i.e., from 31
December 2026 to 30 December 2027) | 33% |
| Second Exercise Period | Commencing on the first trading day after
expiry of 36 months (after the third full
year) from the Date of Grant and ending
on the last trading day of the 48 months
from the Date of Grant (i.e., from 31
December 2027 to 30 December 2028) | 33% |

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| Exercise Period
("Exercise Period") | Exercise Time | Exercise
Proportion |
| --- | --- | --- |
| Third Exercise Period | Commencing on the first trading day after
expiry of 48 months (after the fourth full
year) from the Date of Grant and ending
on the last trading day of the 84 months
from the Date of Grant (i.e., from 31
December 2028 to 30 December 2031) | 34% |

If the current effective conditions are not fulfilled, the Share Options shall not be exercised or deferred to become exercisable in the next Exercise Period, and the respective Share Options shall be cancelled by the Company. The portion that fails to be exercised within each Exercise Period shall not be exercised subsequently. After the expiration of the current Exercise Period, all Share Options not exercised shall lapse, and shall be recalled and cancelled by the Company collectively. For further details of the clawback mechanism, please refer to “Appendix I – Summary of the Principal Terms of the 2023 Share Option Incentive Scheme – M. Handling of Special Occasions of the Company and Participants” in the Circular.

The number of individual effective Share Options of Participants shall be adjusted according to the individual comprehensive appraisal and assessment results for the previous year, and the number of the actual effective Share Options shall not exceed their total effective interests for the current period.

Where the Participant is a Director or senior management of the Company, upon the Exercise, no less than 20% of the Shares exercised from options granted to the relevant Participant under each Exercise Period shall not be sold until the expiry and assessment being made for the tenure (or employment) before they can be sold. The term tenure (or employment) herein means the tenure for the office from the starting date of the last Exercise Period.

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(4) Performance conditions for the Share Options to become effective

The Scheme includes performance conditions based on the growth of the future performance targets of the Company. Upon the fulfilment of the relevant conditions by all performance indicators, the Share Options can become effective according to the effectiveness arrangement only when there is no occurrence of circumstance which has prohibited the effectiveness of the Share Options as set out by the requirements of the SASAC and the CSRC. Specific effective conditions are as follows:

(a) Performance conditions on company level

The number of the Share Options to be effective in each effective year under the grant shall be adjusted according to the performance coefficient on company level for the last year: number of actual effective Share Options on company level = number of the Share Options planned to be effective for the period × performance coefficient of the Company.

Performance targets for each effective year are as follows:

| Performance Targets | First Exercise Period
(one year immediately preceding the Share Options coming into effect, being 2024) | Second Exercise Period
(one year immediately preceding the Share Options coming into effect, being 2025) | Third Exercise Period
(one year immediately preceding the Share Options coming into effect, being 2026) |
| --- | --- | --- | --- |
| EOE attributable to owners of the Company (1) | Not less than 22.0%, and not less than the 75th percentile of Benchmark Enterprises | Not less than 24.0%, and not less than the 75th percentile of Benchmark Enterprises | Not less than 26.0%, and not less than the 75th percentile of Benchmark Enterprises |
| Compound growth rate of the total profit compared to 2022 (2) | Not less than 24.1%, and not less than the 75th percentile of Benchmark Enterprises | Not less than 24.3%, and not less than the 75th percentile of Benchmark Enterprises | Not less than 24.5%, and not less than the 75th percentile of Benchmark Enterprises |
| Economic value added (EVA) | Completion of targets delegated to the Group by the SASAC and disintegrated to the Company | | |

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Notes:

1. EOE attributable to owners of the Company, the formula is: EBITDA after extraordinary profit and loss for the period $\div$ [(net assets attributable to shareholders of the listed company at the beginning of the period + net assets attributable to shareholders of the listed company at the end of the period) $\div$ 2] × 100%. The corresponding period is the financial year ending 31 December 2024, 2025 and 2026 for the First Exercise Period, the Second Exercise Period and the Third Exercise Period, respectively.

2. Compound growth rate of the total profit is calculated with the total profit of the Company for the period compared with that of the Company for the financial year ended 31 December 2022. The corresponding period is the financial year ending 31 December 2024, 2025 and 2026 for the First Exercise Period, the Second Exercise Period and the Third Exercise Period, respectively.

3. If the performance targets fulfil the above targets simultaneously, the performance coefficient of the Company will be 100%, otherwise it will be 0.

4. During the Validity Period of the incentive scheme, if the Company or its consolidated unit has changes in net assets arising from issuance of new shares, rights issue, share capital increase and other matters, the changes in net assets arising from such matter shall be excluded from the appraisal.

5. According to the relevant policy of the SASAC, 20 A shares listed companies, Hong Kong listed companies and companies listed on other stock exchanges, which are operating a similar business with the Company, have been selected as Benchmark Enterprises.

6. The Board is entitled to make adjustment and revision to the above performance indicators according to the company strategy, market environment and other factors, and perform the relevant approval and filing procedures.

(b) The relationship between the individual comprehensive appraisal and assessment results of the Participants and the proportion of the Share Options to be effective is as follows:

Comprehensive appraisal and assessment ranking for the year immediately preceding the Share Options becoming effective	Excellent or qualified	Basically qualified	Unqualified
Individual performance coefficient	100%	80%	0

Number of individual actual effective Share Options = Number of individual expected effective Share Options for the period × Performance coefficient of the Company × Individual performance coefficient.

Only the effective Share Options can be exercised, the portion not effective cannot be exercised.

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1. Financial assistance: There is no arrangement for the Group to provide any financial assistance to the Grantees to facilitate the purchase of Shares under the Scheme.

VERIFICATION OF THE LIST OF PARTICIPANTS OF THE RESERVED GRANT BY THE SUPERVISORY COMMITTEE

The Supervisory Committee confirmed that it has verified the list of approved Participants of the reserved grant under the 2023 Share Option Incentive Scheme and the approved Participants have fulfilled the conditions on employment qualifications and requirements on Participants under the Administrative Measures and other relevant laws, regulations and statutory requirements.

IMPACT ON THE COMPANY'S OPERATING CAPACITY AND FINANCIAL CONDITIONS AFTER THE GRANT OF THE RESERVED OPTIONS

The Company has selected the internationally adopted Black-Scholes Option Pricing Model to measure the fair value of the reserved Options granted on 30 December 2024, being the Date of Grant, in accordance with the "Accounting Standards for Enterprises No. 11 – Share-based Payments and Accounting Standards for Enterprises" and "Accounting Standards for Enterprises No. 22 – Recognition and Measurement of Financial Instruments" issued by the Ministry of Finance and the requirements of the SASAC. The values of all parameters of the valuation model and descriptions are as follows:

Valuation factor	Value of factors	Brief description
Expected volatility	53.76%	Historical share price volatility of the Company in the same period
Expected dividend yield	0%	According to valuation principles and the regulatory requirements of the SASAC, if a share option scheme has stipulated the principle for adjustment to the exercise price after distribution of dividends by the Company, the expected dividend rate will no longer be considered in the fair value valuation of a share option and 0% will be used as an input
Risk-free interest rate	1.2584%	According to the 3.83-year national bond rate linearly simulated from the yield of the 3-year and 5-year PRC treasury bond as of 30 December 2024
Expected life	3.83 years	Expected life = 0.5 × (weighted expected effective period + total effective life), being:
$$0.5 \times [33\% \times (2 + 3) + 33\% \times (3 + 4) + 34\% \times (4 + 7)] = 3.83$$ (years)

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Valuation factor	Value of factors	Brief description
Exercise price of the reserved Options	RMB12.09	The relevant exercise price required by the CSRC and the SASAC
Market price of A Shares	RMB11.95	The closing price of A Shares of the Company on 30 December 2024

Based on the valuation model and the measurement of various data as at 30 December 2024, the unit cost of the Share Options granted is RMB4.92 and the total cost of the 4,635,800 reserved Options granted is RMB22,808,136.00.

The cost of the Share Options granted should be amortised over the Vesting Period. Therefore, the amortisation of the cost of the Share Options will have certain impact on the operating results of the Company. In accordance with the requirements of the PRC Accounting Standards, the impacts on the accounting costs for each period are shown in the table below:

Year	2025	2026	2027	2028
Amortisation for the year
(RMB in ten thousands)	821.09	821.09	444.76	193.87

Note: Any discrepancy between the total and the sum of all breakdowns in the above table is due to rounding.

The above assessment results are subject to the amount to be audited by the auditors.

The incentive costs incurred under the Scheme will be expensed in recurring gains and losses.

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CONCLUDING OBSERVATIONS OF THE LEGAL OPINION OF THE PRC (MAINLAND) LAWYER

Grandall Law Firm (Shanghai) has issued the following opinions: as of the date of this legal opinion, the Company has duly acquired approvals and authorizations necessary for the reserved grant at current stage; the Date of Grant of this reserved grant, the Participants and number of grants meet with requirements under the Administrative Measures on Share Option Incentives of Listed Companies and the Scheme; as there are no such circumstances that may prevent the Company and the Participants from granting or being granted with Share Options under the Administrative Measures on Share Option Incentives of Listed Companies and the Scheme, the Conditions of Grant of this reserved grant have been fulfilled, and the Company’s granting of Share Options to the Participants is in compliance with the requirements under the Administrative Measures on Share Option Incentives of Listed Companies and the Scheme. The Company still needs to comply with its information disclosure obligations and registration of the grant in accordance with the law.

By order of the Board

COSCO SHIPPING Energy Transportation Co., Ltd.

Ni Yidan

Company Secretary

Shanghai, the PRC

30 December 2024

As at the date of this announcement, the Board comprises Mr. REN Yongqiang and Mr. ZHU Maijin as executive Directors, Mr. WANG Shuqing, Mr. WANG Wei and Ms. WANG Songwen as non-executive Directors, Mr. Victor HUANG, Mr. LI Runsheng, Mr. ZHAO Jinsong and Mr. WANG Zuwen as independent non-executive Directors.

• For identification purposes only