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.

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)

(1) PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS UNDER THE SPECIFIC MANDATE; AND

(2) CONNECTED TRANSACTION - PROPOSED COSCO SHIPPING SUBSCRIPTION

The Board is pleased to announce that, on 24 January 2025, the Board has approved the Proposed Issuance of A Shares to Specific Target Subscribers, pursuant to which the Company will issue a maximum of 1,431,232,918 A Shares (subject to adjustment) to not more than 35 (inclusive of 35) specific target subscribers, including COSCO SHIPPING, which would raise gross proceeds of not more than RMB8,000,000,000. On the same day, the Company and COSCO SHIPPING entered into the COSCO SHIPPING Subscription Agreement, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue 50% of the total number of A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers.

The price for the Proposed Issuance of A Shares to Specific Target Subscribers shall be determined through bidding, and the pricing benchmark date shall be the first day of the issuance period. The issue price shall be not lower than 80% of the average price at which the Company's A Shares were traded for the 20 trading days prior to the pricing benchmark date (excluding the pricing benchmark date) and the Company's audited net assets per Share attributable to the ordinary shareholders of the listed company as at the most recent period prior to the Issuance, whichever is higher.

For identification purpose only

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, COSCO SHIPPING directly holds 675,325,659 A Shares and China Shipping, a wholly-owned subsidiary of COSCO SHIPPING, holds 1,536,924,595 A Shares, COSCO SHIPPING and its associates therefore control or are entitled to control the voting rights in respect of 2,212,250,254 A Shares, representing approximately 46.37% of the total issued share capital of the Company. Accordingly, COSCO SHIPPING is an indirect controlling Shareholder of the Company and therefore a connected person of the Company. The Proposed COSCO SHIPPING Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is therefore subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The new A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers will be issued under the Specific Mandate to be sought from the Independent Shareholders at the EGM and the Class Meetings. The new A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers will constitute a variation of the class rights of the holders of A Shares under the Articles of Association. Pursuant to the Articles of Association, the new A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers is required to be subject to approvals of Shareholders by way of special resolutions at the EGM and separate Class Meetings. The Independent Board Committee (comprising all the independent non-executive Directors) has been formed under Chapter 14A of the Listing Rules to advise the Independent Shareholders in respect of the Proposed COSCO SHIPPING Subscription. In this regard, the Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed COSCO SHIPPING Subscription.

GENERAL

The EGM and the Class Meetings will be convened to consider and approve, among other things, the relevant resolutions in relation to (i) the Proposed Issuance of A Shares to Specific Target Subscribers, of which includes the authorization of the Board and the persons authorized by the Board to conduct matters in relation to the Issuance and the listing at their absolute discretion; and (ii) the Proposed COSCO SHIPPING Subscription.

Taking into account that the Company requires more time to prepare the information to be included, the Company expects to despatch a circular containing, among other things, (i) details of the Proposed Issuance of A Shares to Specific Target Subscribers, of which includes the authorization of the Board and the persons authorized by the Board to conduct matters in relation to the Issuance and the listing at their absolute discretion; (ii) details of the Proposed COSCO SHIPPING Subscription; (iii) a letter from the Independent Board Committee to the Independent Shareholders; and (iv) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, together with the notices of the EGM and the H Shares Class Meeting, to the Shareholders on or before 28 February 2025, which is more than 15 business days after publication of this announcement.

As the approval of the Proposed Issuance of A Shares to Specific Target Subscribers is still pending and the completion of the Proposed Issuance of A Shares to Specific Target Subscribers is subject to the satisfaction of certain conditions, the Proposed Issuance of A Shares to Specific Target Subscribers may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. A further announcement will be made by the Company in relation to the detailed terms of this issuance to specific target subscribers as and when appropriate. This announcement is issued for information purposes only and does not constitute any invitation or offer to acquire, purchase or subscribe for securities of the Company.

1. INTRODUCTION

As part of the Proposed Issuance of A Shares to Specific Target Subscribers, on 24 January 2025, the Company and COSCO SHIPPING entered into the COSCO SHIPPING Subscription Agreement, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue 50% of the total number of A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers.

2. THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS

The details of the Proposed Issuance of A Shares to Specific Target Subscribers are set out below:

(1) Class and par value of the Shares to be issued

A Shares with a par value of RMB1.00 each. The new A Shares to be issued under the Issuance will rank pari passu in all respects with the existing A Shares.

(2) Method and time of issuance

The Proposed Issuance of A Shares to Specific Target Subscribers will be made in the form of issuing to specific target subscribers, and the Company will issue the A Shares as and when appropriate within the stipulated validity period after being reviewed and approved by the Shanghai Stock Exchange and obtaining the approval of the CSRC for the registration. Should there be any new requirements under PRC laws and regulations in this regard, the Company will make adjustments in accordance with the new requirements.

(3) Target subscriber and method of subscription

The issuance of Shares to specific target subscribers will be issued to not more than 35 (inclusive of 35) specific investors, including COSCO SHIPPING, the indirect controlling Shareholder of the Company. COSCO SHIPPING has undertaken to subscribe for 50% of the number of A Shares to be issued under the Issuance. Apart from COSCO SHIPPING, other target subscribers may include securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors which satisfy the requirements prescribed by the CSRC, and other legal persons, natural persons or other lawful investment organisations which meet the requirements set out in the relevant laws and regulations. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe through more than two products under their management will be considered as one target subscriber; in case of trust investment companies as target subscribers, they can only subscribe with their own funds.

The specific target subscribers will be determined by the Board of the Company within the scope of authorisation granted by the Shareholders' Meetings together with the sponsor (lead underwriter)(Note 1) in accordance with the provisions of the relevant laws, administrative regulations, departmental rules or regulatory documents and based on the quotations for subscription submitted by the target subscribers after obtaining registration and approval documents for the application for issuance of Shares to specific target subscribers from the CSRC.

All the target subscribers will subscribe for the Shares to be issued under the Issuance in cash. If the regulatory authorities have other provisions on the qualifications of the shareholders of the target subscribers and corresponding review procedures, such provisions shall prevail.

Note 1: As at the date of this announcement, the Company has not appointed any sponsor or underwriter. The Company will appoint a sponsor (lead underwriter) and enter into a sponsor agreement on normal commercial terms as and when appropriate.

(4) Pricing benchmark date, issue price and pricing principle

In the event that the Company carries out ex-dividend and ex-right activities that lead to adjustment of share price, such as distribution of dividend, bonus share issue, allotment of shares, conversion of capital reserve into share capital and others, during the 20 trading days prior to the pricing benchmark date, the trading prices of the trading days prior to such price adjustment shall be calculated according to the prices as adjusted by the relevant ex-dividend and ex-right activities.

For illustration purpose only, (i) as at the date of this announcement, the closing price per A Share as quoted on the Shanghai Stock Exchange is RMB12.70; and (ii) as disclosed in the 2023 annual report published by the Company on 24 April 2024, as of the date of this announcement, the audited net assets per Share attributable to the ordinary shareholders of the listed company as at the most recent period was RMB7.21 per Share.

In the event that the Company carries out ex-dividend and ex-right activities during the period from the most recent audited balance sheet date to the Issue Date prior to the Issuance, the net assets per Share shall be adjusted accordingly.

On the basis of the aforementioned Base Issue Price, the final issue price of the Proposed Issuance of A Shares to Specific Target Subscribers will be determined by the Board of the Company through negotiation with the sponsor (lead underwriter) pursuant to the authorisation granted by the Shareholders' Meetings based on the results of the bidding in accordance with the relevant provisions of the Measures for the Administration of Registration of Securities Issuance by Listed Companies (《上市公司證券發行註冊管理辦法》) and other relevant provisions after the Issuance has been approved by the Shanghai Stock Exchange and has obtained the approval of registration by the CSRC.

During the period from the pricing benchmark date to the Issue Date, in the event of ex-dividend and ex-right activities such as distribution of dividend, bonus share issue, conversion of capital reserve into share capital and others, the issue price for the Issuance shall be adjusted accordingly, and the adjustment formulas shall be as follows:

In the event of distribution of cash dividends: $\mathrm{P_1 = P_0 - D}$

In the event of bonus issues or capitalisation issues: $\mathrm{P_1} = \mathrm{P_0} / (1 + \mathrm{n})$

In the event that the above two items occurring simultaneously: $\mathrm{P_1} = (\mathrm{P_0} - \mathrm{D}) / (1 + \mathrm{n})$

Where: $\mathrm{P_1}$ denotes the issue price after adjustment; $\mathrm{P_0}$ denotes the issue price before adjustment; $\mathrm{n}$ denotes the rate of bonus issues or capitalisation issues; $\mathrm{D}$ denotes the cash dividend per Share.

COSCO SHIPPING will not participate in the bidding process for the price determination for the Issuance, but undertakes to accept the bidding result of other target subscribers and to subscribe for the A Shares under the Issuance at the same price as other target subscribers. If the issue price for the Issuance cannot be determined through bidding, COSCO SHIPPING will not participate in the subscription under the Issuance.

(5) Number of Shares to be issued

As at the date of this announcement, the total number of issued Shares of the Company is 4,770,776,395 Shares, which comprises 3,474,776,395 A Shares and 1,296,000,000 H Shares. The number of A Shares to be issued to the specific target subscribers under the Issuance shall be not more than 30% of the total share capital of the Company prior to the Issuance, i.e. not more than 1,431,232,918 Shares (inclusive), and is subject to the number of shares finally approved for registration by the CSRC. The number of new A Shares to be issued shall be calculated by dividing the final total proceeds from the Issuance (not more than RMB8,000,000,000) by the A Share issue price and rounded down to the nearest integer. COSCO SHIPPING has undertaken to subscribe for 50% of the number of A Shares to be issued under the Issuance.

In the event that the Company carries out bonus share issue, conversion of capital reserve into share capital, issuance of new shares or placement of shares, share incentive, shares repurchase and cancellation and other events or any other activities leading to changes in its total share capital prior to the Issuance during the period from the approval date of its board resolutions in relation to the Issuance up to the Issue Date, the maximum number of A Shares to be issued under the Issuance shall be adjusted accordingly.

Within the above scope, the Board of the Company will determine the final issue amount through negotiation with the sponsor (lead underwriter) in accordance with the authorisation granted by the Shareholders' Meetings and the relevant provisions including the Measures for the Administration of Registration of Securities Issuance by Listed Companies (《上市公司證券發行註冊管理辦法》), changes in regulatory policies or the requirements of the registration documents for issuance as well as the actual subscription situation.

(6) Lock-up Period

The A Shares under the Issuance subscribed by COSCO SHIPPING shall not be transferred within 18 months from the completion of the Issuance; and the A Shares under the Issuance subscribed by other target subscribers shall not be transferred within 6 months from the completion of the Issuance. If the relevant securities regulatory authorities adjust their regulatory opinions or requirements regarding the lock-up period, the aforementioned lock-up periods will be adjusted accordingly in line with the policies of the securities regulatory authorities.

The Shares derived from bonus share issue and conversion of capital reserve into share capital of the Company during the lock-up period shall also comply with the above lock-up arrangement.

The reduction of A Shares to be obtained through the Issuance after the lock-up period by the target subscribers of the Issuance is also subject to the prevailing laws, regulations, normative documents, relevant rules of the Shanghai Stock Exchange and the Articles of Association.

(7) The amount and use of proceeds

The total proceeds raised from the Proposed Issuance of A Shares to Specific Target Subscribers shall be no more than RMB8 billion (inclusive) and will be used for the following purposes after deducting the cost of issuance:

No.	Project name	Total amount of investment (Note 2) (RMB0,000)	The amount of proceeds to be used in the project (RMB0,000)
1	Investment in the construction of 6 VLCCs	574,800.00	459,840.00
2	Investment in the construction of 2 LNG carriers (Note 3)	343,341.86	274,673.49
3	Investment in the construction of 3 Aframax crude carriers	173,700.00	65,486.51
Total		1,091,841.86	800,000.00

Note 2: Total amount of investment herein refers to the contracted vessel price
Note 3: The vessel price for "Investment in the construction of 2 LNG carriers" amounted to USD477,600,000 (approximately RMB3,433,418,640). The exchange rate at which USD amounts are translated into RMB amounts is based on the median price of the exchange rate of USD against RMB announced by the People's Bank of China on 17 January 2025: USD1=RMB7.1889, same as below.

When the proceeds have been fully received, but the net proceeds are less than the aggregate amount of the proceeds proposed to be invested in the aforementioned projects, the Company will adjust and eventually decide the specific projects to be invested in, the priorities of and the specific investment amount of each project in compliance with relevant laws and regulations and within the scope of investment projects to be financed by the proceeds from the Issuance ultimately determined, by considering the actual amount of the proceeds raised and the specific implementation progress of such projects, and will make up for the shortfall through its own or self-raised fund. Before receiving the proceeds, the Company will, depending on the actual progress of the projects, finance these projects by its own or self-raised fund which shall be replaced once the proceeds have been received according to procedures required by relevant legal regulations.

(8) Place of listing

After the expiration of the lock-up period of the A Shares issued under the Issuance, such A Shares will be listed and traded on the main board of the Shanghai Stock Exchange.

(9) Accumulated profit arrangement prior to the Issuance

All the existing and new Shareholders will be entitled to the accumulated undistributed profits prior to the Issuance according to their shareholding percentage after the Issuance.

(10) Validity period of the resolutions prior to the Issuance

The resolutions regarding the Issuance shall be valid for 12 months from the date when the resolutions relating to the Proposed Issuance of A Shares to Specific Target Subscribers are considered and approved at the EGM and the Class Meetings.

THE COSCO SHIPPING SUBSCRIPTION AGREEMENT

The major terms of the COSCO SHIPPING Subscription Agreement are consistent with the plan for the Proposed Issuance of A Shares to Specific Target Subscribers as disclosed above. Other major terms of the COSCO SHIPPING Subscription Agreement are set out below:

Date: 24 January 2025

Parties:
(1) The Company (as the issuer); and
(2) COSCO SHIPPING (as the subscriber)

Number of A Shares to be issued:
The number of A Shares to be issued to COSCO SHIPPING under the COSCO SHIPPING Subscription Agreement shall be 50% of the total number of A Shares to be issued under the Issuance to specific target subscribers.

Subscription price and pricing principles:

The subscription price and pricing principles are consistent with the final issue price and pricing principles for the Proposed Issuance of A Shares to Specific Target Subscribers as described above.

The benchmark price will be adjusted if any ex-right or ex-dividend event (such as distribution of dividend, bonus issue, conversion of capital reserve into share capital) occurs between the pricing benchmark date and the Issue Date by an adjustment formula in line with the formula for the Proposed Issuance of A Shares to Specific Target Subscribers as described above.

The aggregate subscription price under the COSCO SHIPPING Subscription Agreement will be paid by COSCO SHIPPING to the account opened by the sponsor (the lead underwriter) for the Proposed Issuance of A Shares to Specific Target Subscribers in cash by bank transfer on the specific payment date as confirmed by the sponsor (the lead underwriter) in the notice of payment.

Lock-up period:

COSCO SHIPPING undertakes that the Shares subscribed by itself under the Proposed Issuance of A Shares to Specific Target Subscribers shall not be transferred for a period of eighteen (18) months from the completion date of the Issuance. During the period from the completion date of the Issuance until the lock-up release date of such Shares, the Shares derived from events such as bonus issue and conversion of capital reserve into share capital, etc. by the Company for the A Shares subscribed by COSCO SHIPPING under the Issuance shall also comply with the above lock-up arrangement.

COSCO SHIPPING will complete lock-up procedures for A Shares subscribed for under the Proposed Issuance of A Shares to Specific Target Subscribers in accordance with relevant laws, regulations and relevant requirements of the CSRC, the Shanghai Stock Exchange as well as the Company.

Conditions precedent:

The COSCO SHIPPING Subscription Agreement will be signed and sealed by the legal representatives or authorized representatives of both parties, and will become effective upon the fulfillment of all of the following conditions:

(1) The matters relating to the Proposed Issuance of A Shares to Specific Target Subscribers have been approved by the Board, the EGM and the Class Meetings of the Company;

(2) The matters relating to the Proposed Issuance of A Shares to Specific Target Subscribers have been approved by the State-owned assets supervision and administration authority or its authorized regulatory units; and

(3) The matters relating to the Proposed Issuance of A Shares to Specific Target Subscribers have been reviewed and approved by the Shanghai Stock Exchange and approved by the CSRC for registration.

As at the date of this announcement, the application for the approval of the Proposed COSCO SHIPPING Subscription has not been submitted to the Shanghai Stock Exchange by the Company. The Company will submit the application for review to the Shanghai Stock Exchange following the approval of the Proposed COSCO SHIPPING Subscription at the EGM and the Class Meetings, in accordance with applicable laws and regulations of the PRC.

GENERAL INFORMATION ON THE PARTIES OF THE COSCO SHIPPING SUBSCRIPTION AGREEMENT

Information on the Group

The Company is a joint stock limited company incorporated in the PRC, the H Shares of which are listed on the Hong Kong Stock Exchange (Stock Code: 1138) and the A Shares of which are listed on the Shanghai Stock Exchange (Stock Code: 600026).

The Group is principally engaged in investment holding, oil shipment along the coast of the PRC and internationally, international liquefied natural gas shipment, liquefied petroleum gas shipment, chemicals shipment and vessel chartering.

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Information on COSCO SHIPPING

COSCO SHIPPING is a state-owned enterprise and is an indirect controlling Shareholder of the Company. COSCO SHIPPING is principally engaged in international shipping, ancillary business in international maritime transportation, import and export of goods and technologies, international freight agency business, leasing of self-owned vessels, sales of vessels, containers and steel, maritime engineering design and terminal and port investment.

5. EFFECTS OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the total issued share capital of the Company is 4,770,776,395 Shares, which comprises 3,474,776,395 A Shares and 1,296,000,000 H Shares.

The shareholding structure of the Company (a) as at the date of this announcement and (b) immediately after completion of the Proposed Issuance of A Shares to Specific Target Subscribers (assuming that (i) the maximum number of A Shares up to the cap is being issued, (ii) COSCO SHIPPING subscribes for 50% of the maximum number of A Shares being issued and (iii) there is no change in the total issued share capital of the Company since the date of this announcement save for the issue of the A Shares pursuant to the Proposed Issuance of A Shares to Specific Target Subscribers) is set out below:

Name of Shareholder	Class of Shares	As at the date of this announcement			Immediately after completion of the Proposed Issuance of A Shares to Specific Target Subscribers
		Number of Shares	Approximate percentage of the relevant class of Shares of the Company in issue (%)	Approximate percentage of the total issued share capital of the Company (%)	Number of Shares	Approximate percentage of the relevant class of Shares of the Company in issue (%)	Approximate percentage of the total issued share capital of the Company (%)
China Shipping	A	1,536,924,595	44.23	32.22	1,536,924,595	31.33	24.78
COSCO SHIPPING	A	675,325,659	19.44	14.16	1,390,942,118	28.35	22.43
Sub-total of COSCO SHIPPING and its associates	A	2,212,250,254	63.67	46.37	2,927,866,713	59.68	47.21
Other specific target subscribers (not more than 34)	A	-	-	-	715,616,459	14.59	11.54
Other A Shareholders	A	1,262,526,141	36.33	26.46	1,262,526,141	25.73	20.36
H Shareholders	H	1,296,000,000	100.00	27.17	1,296,000,000	100.00	20.90
Sub-total of other Shareholders		2,558,526,141	-	53.63	3,274,142,600	-	52.79
Total		4,770,776,395	-	100.00	6,202,009,313	-	100.00

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The shareholding structure of the Company (a) as at the date of this announcement and (b) immediately after completion of the Proposed Issuance of A Shares to Specific Target Subscribers (assuming that (i) RMB8 billion is issued at RMB7.21 per Share; (ii) COSCO SHIPPING subscribes for 50% of the maximum number of A Shares being issued and (iii) there is no change in the total issued share capital of the Company since the date of this announcement save for the issue of the A Shares pursuant to the Proposed Issuance of A Shares to Specific Target Subscribers) is set out below:

Name of Shareholder	Class of Shares	As at the date of this announcement			Immediately after completion of the Proposed Issuance of A Shares to Specific Target Subscribers
		Number of Shares	Approximate percentage of the relevant class of Shares of the Company in issue (%)	Approximate percentage of the total issued share capital of the Company (%)	Number of Shares	Approximate percentage of the relevant class of Shares of the Company in issue (%)	Approximate percentage of the total issued share capital of the Company (%)
China Shipping	A	1,536,924,595	44.23	32.22	1,536,924,595	33.53	26.14
COSCO SHIPPING	A	675,325,659	19.44	14.16	1,230,110,679	26.83	20.92
Sub-total of COSCO SHIPPING and its associates	A	2,212,250,254	63.67	46.37	2,767,035,274	60.36	47.06
Other specific target subscribers (not more than 34)	A	-	-	-	554,785,020	12.10	9.43
Other A Shareholders	A	1,262,526,141	36.33	26.46	1,262,526,141	27.54	21.47
H Shareholders	H	1,296,000,000	100.00	27.17	1,296,000,000	100.0	22.04
Sub-total of other Shareholders		2,558,526,141	-	53.63	3,113,311,161	-	52.94
Total		4,770,776,395	-	100.00	5,880,346,435	-	100.00

Note 4: Figures shown in the table as totals may not be an arithmetic aggregation of the figures presented due to rounding adjustments.

6. FUND-RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising exercises during the 12 months immediately preceding the date of this announcement.

Since the Issuance does not result in a theoretical dilution effect of 25% or more on its own, the theoretical dilution effect of the Issuance is in compliance with the requirements under Rule 7.27B of the Listing Rules.

The Company expects that upon completion of the Issuance, it will continue to be able to comply with the requirement of minimum public float under Rules 8.08 and 13.32 of the Listing Rules.

REASONS FOR AND BENEFITS OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS AND SIGNING OF THE COSCO SHIPPING SUBSCRIPTION AGREEMENT

Proposed Issuance of A Shares to Specific Target Subscribers

The proceeds from the Proposed Issuance of A Shares to Specific Target Subscribers will be invested in building 6 VLCCs, 2 LNG carriers and 3 Aframax crude carriers. The Proposed Issuance of A Shares to Specific Target Subscribers can help the Company capitalize on industry development trends, improve the aging structure and expand the LNG shipping capacity, thereby further reinforcing both domestic and overseas oil shipping strengths.

Purposes of the Proposed Issuance of A Shares to Specific Target Subscribers include the followings:

(1) Expand the fleet to reinforce both domestic and overseas oil shipping strengths amidst the continuous prosperity cycle of oil shipping industry

In the backdrop of exacerbated geopolitical tensions such as the Russia-Ukraine conflict and the Red Sea crisis, production cuts maintained by OPEC countries and increasing output of American countries including Brazil and Guyana, the crude shipping routes across the world are undergoing remodeling; the shipment distances are extended, and the tanker transportation demands are growing accordingly. In respect of capacity supply, Clarkson states in a report that the supply of crude carriers will grow by 1.2% in 2025 and the capacity of oil tankers will swell by 5.6%, indicating sound supply-demand fundamentals. Affected by multiple factors, such as the aging of vessels commonly seen around the world, the temporary capacity shortage of shipyards and the persistent promotion of environmental policies, the supply side of shipping capacity sees a tension that the increasing capacity fails to counterweigh the aging effect, and the oil shipping market will embrace continuous prosperity cycle under the support of the aforesaid fundamental factors. Based on the foregoing, the Company intends to expand the VLCC fleet through the Issuance, thus reinforcing the overseas oil shipping strength and further improving the Company's competitiveness.

(2) Enlarge LNG shipping capacity in response to carbon peaking and carbon neutrality (雙碳) policies

With further progress of the strategic goals of carbon peaking and carbon neutrality, China will witness greater LNG demands. In light of the insufficient natural gas reserves and outputs within its territory, China's LNG import is expected to increase in the long term, and the LNG shipping market is poised to expand accordingly.

In order to actively contribute to the implementation of the carbon peaking and carbon neutrality policies and to increase the proportion of clean energy use, the Company intends to build 2 LNG carriers with proceeds from the Issuance, so as to further enlarge the capacity of LNG shipping fleet.

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(3) Optimize the aging structure to consolidate the leading position in the domestic oil shipping industry

China’s domestic oil shipping demands have witnessed a rising trajectory in recent years, with prices experiencing insignificant fluctuations as domestic oil shipping services are primarily based on long-term contracts, which, to some extent, can guard against the risks arising from fluctuations of shipping freight rates, and serve as a stable income source to the Company.

With the strategic goals of carbon peaking and carbon neutrality, the relevant state-level departments have set new stage requirements for the proportion of transportation vehicles powered by renewable and clean energy, in couple with stricter low-carbon requirements for domestic shipping vessels. Meanwhile, domestic customers are proposing stricter requests in terms of vessel age and conditions to vessel carriers.

As such, the Company intends to optimize the aging structure of tanker fleet by investing in the construction of new tankers with proceeds from the Issuance, to adapt to the stringent security and environmental requirements established by the industry, and to enhance the role of domestic businesses as the Company’s benefit stabilizer and ballast, therefore consolidating the Company’s leading position in the domestic oil shipping industry.

Proposed COSCO SHIPPING Subscription

The Proposed COSCO SHIPPING Subscription demonstrates the confidence of COSCO SHIPPING in the Company and the support from COSCO SHIPPING for the development of the Company, which can assist the Company to further capitalize on the advantages of maritime energy transportation and to enhance the overall competitiveness of its fleet.

Mr. Ren Yongqiang and Mr. Zhu Maijin, being executive Directors, and Mr. Wang Shuqing, Mr. Wang Wei and Ms. Wang Songwen, being non-executive Directors, hold positions in COSCO SHIPPING and/or its subsidiaries other than the Group. Accordingly, Mr. Ren Yongqiang, Mr. Zhu Maijin, Mr. Wang Shuqing, Mr. Wang Wei and Ms. Wang Songwen have abstained from voting on the relevant Board resolutions approving the Proposed Issuance of A Shares to Specific Target Subscribers and the Proposed COSCO SHIPPING Subscription. Save as aforementioned, none of the other Directors has a material interest in the Proposed Issuance of A Shares to Specific Target Subscribers and the Proposed COSCO SHIPPING Subscription and hence no other Director has abstained from voting on such Board resolutions.

The Directors (including the independent non-executive Directors) are of the view that while the Proposed Issuance of A Shares to Specific Target Subscribers is not in the ordinary and usual course of business of the Group, the terms of the Proposed Issuance of A Shares to Specific Target Subscribers are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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The Directors (excluding the independent non-executive Directors) are of the view that the terms and conditions of the COSCO SHIPPING Subscription Agreement were agreed after arm's length negotiations between the Company and COSCO SHIPPING, and the terms are fair and reasonable and in the interests of the Company and the Shareholders as a whole. The independent non-executive Directors will express its opinions as to whether the terms of Proposed COSCO SHIPPING Subscription are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole after receiving the opinions of the Independent Financial Adviser on the Proposed COSCO SHIPPING Subscription.

8. IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, COSCO SHIPPING directly holds 675,325,659 A Shares and China Shipping, a wholly-owned subsidiary of COSCO SHIPPING, holds 1,536,924,595 A Shares, COSCO SHIPPING and its associates therefore control or are entitled to control the voting rights in respect of 2,212,250,254 A Shares, representing approximately 46.37% of the total issued share capital of the Company. Accordingly, COSCO SHIPPING is an indirect controlling Shareholder of the Company and therefore a connected person of the Company. The Proposed COSCO SHIPPING Subscription constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and is therefore subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

9. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee (comprising all the independent non-executive Directors) has been formed under Chapter 14A of the Listing Rules to advise the Independent Shareholders in respect of the Proposed COSCO SHIPPING Subscription. In this regard, the Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed COSCO SHIPPING Subscription.

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10. PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION UPON COMPLETION OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS TO REFLECT THE RELEVANT CHANGES TO THE REGISTERED SHARE CAPITAL

Upon completion of the Proposed Issuance of A Shares to Specific Target Subscribers, there will be a change in the registered share capital of the Company, and therefore the provisions of the Articles of Association relating to the registered share capital of the Company, the total number of Shares and other provisions will be amended to reflect the relevant changes. The Board intends to propose to the Shareholders’ Meetings that the Shareholders authorize the Board and the persons authorized by the Board to make corresponding amendments to the relevant provisions in the Articles of Association in accordance with the results of the Proposed Issuance of A Shares to Specific Target Subscribers, and to make relevant registration of change.

11. EGM AND CLASS MEETINGS

COSCO SHIPPING and its associates and persons participating in or interested in the Proposed Issuance of A Shares to Specific Target Subscribers are required to abstain from voting on the corresponding resolutions to be proposed at the EGM and/or the Class Meetings. Apart from COSCO SHIPPING and its associates, to the best of the Directors’ knowledge, information and belief, as at the date of this announcement, no other Shareholder has a material interest in the Proposed Issuance of A Shares to Specific Target Subscribers or the Proposed COSCO SHIPPING Subscription and is required to abstain from voting on the approval of the relevant resolutions at the EGM or the Class Meetings.

12. DEFINITIONS

Unless the context requires otherwise, capitalized terms used in this announcement shall have the meanings as follows:

“A Share(s)” the domestic share(s) in the ordinary share capital of the Company with a par value of RMB1.00 each, which is (are) listed on the Shanghai Stock Exchange

“A Shareholder(s)” holder(s) of A Share(s)

“A Shares Class Meeting” the class meeting of the A Shareholders to be convened to consider and, if thought fit, approve, among other things, (i) the Proposed Issuance of A Shares to Specific Target Subscribers; and (ii) the Proposed COSCO SHIPPING Subscription

“Articles of Association” the articles of association, as amended from time to time

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Board” the board of Directors of the Company

“China Shipping” China Shipping Group Company Limited* (中國海運集團有限公司), a limited liability company incorporated in the PRC, which is a wholly-owned subsidiary of COSCO SHIPPING and a controlling Shareholder of the Company

“Class Meetings” collectively, the A Shares Class Meeting and the H Shares Class Meeting

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“Company” 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 PRC with limited liability, the H Shares and A Shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 1138) and the Shanghai Stock Exchange (Stock Code: 600026), respectively

“connected person(s)” has the meaning ascribed to it under the Listing Rules

“connected transaction(s)” has the meaning ascribed to it under the Listing Rules

“controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules

“COSCO SHIPPING” China COSCO SHIPPING Corporation Limited* (中國遠洋海運集團有限公司), a PRC state-owned enterprise and an indirect controlling Shareholder of the Company

“COSCO SHIPPING Subscription Agreement” the subscription agreement dated 24 January 2025 entered into between COSCO SHIPPING and the Company, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, 50% of the total number of A Shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

“EGM” the extraordinary general meeting of the Company to be convened to consider and, if thought fit, approve, among other things, (i) the Proposed Issuance of A Shares to Specific Target Subscribers; and (ii) the Proposed COSCO SHIPPING Subscription

“Group” the Company and its subsidiaries

“H Share(s)” the overseas listed foreign shares in the ordinary share capital of the Company with a par value of RMB1.00 each, which are listed on the Main Board of the Hong Kong Stock Exchange

“H Shareholder(s)” holder(s) of H Share(s)

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“H Shares Class Meeting” the class meeting of the H Shareholders to be convened to consider and, if thought fit, approve, among other things, (i) the Proposed Issuance of A Shares to Specific Target Subscribers; and (ii) the Proposed COSCO SHIPPING Subscription

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited

“Independent Board Committee” the independent board committee of the Company comprising Mr. Victor HUANG, Mr. LI Runsheng, Mr. ZHAO Jinsong and Mr. WANG Zuwen, being all the independent non-executive Directors, which is formed to advise the Independent Shareholders on the Proposed COSCO SHIPPING Subscription in accordance with the Listing Rules

“Independent Financial Adviser” the independent financial adviser to be appointed to advise the Independent Board Committee and the Independent Shareholders on the Proposed COSCO SHIPPING Subscription in accordance with the Listing Rules

“Independent Shareholder(s)” Shareholder(s) other than COSCO SHIPPING and its associates

“Issue Date” the date of the registration of the shares to be issued under the Proposed Issuance of A Shares to Specific Target Subscribers to the stock accounts in securities registration and settlement institutions of the target subscribers

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“PRC” or “China” the People’s Republic of China, and for the purpose of this announcement only, means the PRC (Mainland)

“Proposed COSCO SHIPPING Subscription” the subscription of A Shares by COSCO SHIPPING pursuant to the COSCO SHIPPING Subscription Agreement

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"Proposed Issuance of A Shares to Specific Target Subscribers" or "Issuance"
the proposed issuance of not more than 1,431,232,918 A Shares by the Company to not more than 35 specific target subscribers (inclusive), including COSCO SHIPPING

"RMB"
Renminbi, the lawful currency of the PRC

"Shanghai Stock Exchange"
the Shanghai Stock Exchange

"Share(s)"
A Share(s) and H Share(s)

"Shareholder(s)"
holder(s) of the Share(s)

"Shareholders' Meetings"
the EGM and the Class Meetings

"Specific Mandate"
the specific mandate to be granted by the Shareholders to the Board in relation to the Proposed Issuance of A Shares to Specific Target Subscribers

"trading day"
a day on which the Shanghai Stock Exchange is open for dealing or trading in securities

"%)
per cent

By order of the Board
COSCO SHIPPING Energy Transportation Co., Ltd.
REN Yongqiang
Chairman

Shanghai, the PRC
24 January 2025

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 purpose only

AI assistant

Dida Inc. Share Issue/Capital Change 2025

50671_rns_2025-01-24_dd480ff0-c1b3-4f98-959a-35bfd061fa0d.pdf

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.* 中遠海運能源運輸股份有限公司

(1) PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS UNDER THE SPECIFIC MANDATE; AND

(2) CONNECTED TRANSACTION - PROPOSED COSCO SHIPPING SUBSCRIPTION

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

1. INTRODUCTION

2. THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS

5. EFFECTS OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

6. FUND-RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

8. IMPLICATIONS UNDER THE LISTING RULES

9. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

10. PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION UPON COMPLETION OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS TO REFLECT THE RELEVANT CHANGES TO THE REGISTERED SHARE CAPITAL

11. EGM AND CLASS MEETINGS

12. DEFINITIONS

AI assistant

Dida Inc. — Share Issue/Capital Change 2025

50671_rns_2025-01-24_dd480ff0-c1b3-4f98-959a-35bfd061fa0d.pdf

COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.* 中遠海運能源運輸股份有限公司

(1) PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS UNDER THE SPECIFIC MANDATE; AND

(2) CONNECTED TRANSACTION - PROPOSED COSCO SHIPPING SUBSCRIPTION

IMPLICATIONS UNDER THE LISTING RULES

GENERAL

1. INTRODUCTION

2. THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS

5. EFFECTS OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

6. FUND-RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

8. IMPLICATIONS UNDER THE LISTING RULES

9. INDEPENDENT BOARD COMMITTEE AND INDEPENDENT FINANCIAL ADVISER

10. PROPOSED CONSEQUENTIAL AMENDMENTS TO THE ARTICLES OF ASSOCIATION UPON COMPLETION OF THE PROPOSED ISSUANCE OF A SHARES TO SPECIFIC TARGET SUBSCRIBERS TO REFLECT THE RELEVANT CHANGES TO THE REGISTERED SHARE CAPITAL

11. EGM AND CLASS MEETINGS

12. DEFINITIONS

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Dida Inc. Share Issue/Capital Change 2025