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中 遠 海 運 發 展 股 份 有 限 公 司 COSCO SHIPPING Development Co., Ltd

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中 遠 海 運 發 展 股 份 有 限 公 司 COSCO SHIPPING Development Co., Ltd 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. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company. 中遠海運發展股份有限公司 COSCO SHIPPING Development Co., Ltd.* (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 02866) INSIDE INFORMATION (1) AGREEMENT OF INTENT IN RELATION TO POTENTIAL ACQUISITION AND (2) POSSIBLE APPLICATION FOR WHITEWASH WAIVER This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and Part XIVA of the SFO. AGREEMENT OF INTENT The Board is pleased to announce that on 13 January 2021 (after trading hours), the Company and COSCO SHIPPING Investment entered into the legally binding Agreement of Intent in relation to, among other things, the Potential Acquisition. The principal terms of the Agreement of Intent are as follows: Date 13 January 2021 (after trading hours) Parties (1) the Company, as prospective purchaser; and (2) COSCO SHIPPING Investment, as prospective vendor. Subject matter Pursuant to the Agreement of Intent, the Company intends to purchase, and COSCO SHIPPING Investment intends to sell, the Target Assets, in consideration of allotment and issuance of shares by the Company to COSCO SHIPPING Investment. The final implementation plan of the Potential Acquisition is subject to the terms and conditions of the Definitive Agreement. 1 Consideration The parties agree to engage a qualified asset appraisal agency, which is mutually recognized by the parties, to conduct a valuation on the Target Assets and issue the asset valuation report. The consideration for the Potential Acquisition will be determined by the parties based on the aforementioned asset valuation report, subject to filing with the competent state-owned assets supervision and administrative authorities. The parties agree, in principle, the valuation benchmark date for the Potential Acquisition shall be 31 December 2020. The Company will allot and issue new A Shares as consideration for the Potential Acquisition. The pricing benchmark date of the issuance and the issue price of the new A Shares shall be determined by the Company in accordance with the relevant laws and regulations. The number of A Shares to be issued shall be determined based on the final consideration for the Potential Acquisition divided by the issue price per A Share. Other The Agreement of Intent outlines the intention of the parties in relation to the Potential Acquisition. The specific rights and obligations of the parties under the Potential Acquisition shall be subject to the terms and conditions of the Definitive Agreement. In the event that the parties fail to enter into the Definitive Agreement, the Company shall be entitled to terminate the Agreement of Intent by way of a written notice with no liability for breaches. INFORMATION ON THE PARTIES Information on the Group The Company is a joint stock limited company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange. The Group is principally engaged in shipping and industry-related leasing businesses, manufacturing of containers and provision of investment and financial services. Information on COSCO SHIPPING Investment and COSCO SHIPPING COSCO SHIPPING Investment is a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of COSCO SHIPPING. It is principally engaged in providing integrated financial services and investment in financial assets. COSCO SHIPPING is a company incorporated under the laws of the PRC, and is a state-owned enterprise controlled by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. The scope of business of COSCO SHIPPING includes 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 and maritime engineering. 2 REASONS AND BENEFITS OF THE POTENTIAL ACQUISITION As disclosed in the announcement of the Company dated 6 May 2019, as the Target Companies are principally engaged in design, research and development, manufacture, sales and delivery of containers and the related businesses, in order to address any potential competition between the Group and the COSCO SHIPPING Group, COSCO SHIPPING has provided an undertaking that, among other things, within three years after completion of the acquisition by COSCO SHIPPING Investment of the Target Companies, COSCO SHIPPING will transfer the equity interests in the Target Companies to the Company at a fair and reasonable market price through appropriate means and procedures in accordance with applicable laws. The Potential Acquisition is expected to bring synergies to the container manufacturing business of the Group and is in line with the strategic development needs of the Group. IMPLICATIONS UNDER THE LISTING RULES It is expected that the Potential Acquisition, if materialized, will constitute a notifiable transaction of the Company under the Listing Rules. As at the date of this announcement, 47,570,789 A Shares, representing approximately 0.41% of the total issued share capital of the Company, are held by COSCO SHIPPING, 4,410,624,386 A Shares, representing approximately 38.00% of the total issued share capital of the Company, are held by China Shipping, and 100,944,000 H Shares, representing approximately 0.87% of the total issued share capital of the Company, are held by Ocean Fortune Investment Limited, a wholly-owned subsidiary of COSCO SHIPPING Investment. Therefore, COSCO SHIPPING and its associates control or are entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.28% of the total issued share capital of the Company. COSCO SHIPPING is an indirect controlling shareholder of the Company and therefore a connected person of the Company. COSCO SHIPPING Investment is an indirect wholly-owned subsidiary of COSCO SHIPPING and therefore an associate of COSCO SHIPPING. Accordingly, COSCO SHIPPING Investment is a connected person of the Company. Therefore, the Potential Acquisition, if materialized, will also constitute a connected transaction of the Company under the Listing Rules. IMPLICATIONS UNDER THE TAKEOVERS CODE As at the date of this announcement, COSCO SHIPPING (i) directly holds 47,570,789 A Shares, representing approximately 0.41% of the total issued share capital of the Company; and (ii) indirectly holds (a) through China Shipping (which is a wholly-owned subsidiary of COSCO SHIPPING), 4,410,624,386 A Shares, representing approximately 38.00% of the total issued share capital of the Company; and (b) through Ocean Fortune Investment Limited, a wholly-owned subsidiary of COSCO SHIPPING Investment (which is in turn an indirect wholly-owned subsidiary of COSCO SHIPPING) 100,944,000 H Shares, representing approximately 0.87% of the total issued share capital of the Company. Therefore, COSCO SHIPPING and parties acting in concert with it control or are entitled to exercise control over the voting rights in respect of 4,458,195,175 A Shares and 100,944,000 H Shares, representing approximately 39.28% of the total issued share capital of the Company. 3 If the Potential Acquisition materializes, it is expected that immediately after completion thereof, the voting rights held by COSCO SHIPPING and parties acting in concert with it in the Company will increase by more than 2%. Accordingly, upon completion of the Potential Acquisition, pursuant to Rule 26.1 of the Takeovers Code, COSCO SHIPPING and parties acting in concert with it will be obliged to make a mandatory general offer for all the issued Shares in the Company not already owned or agreed to be acquired by COSCO SHIPPING and parties acting in concert with it, unless the Whitewash Waiver from strict compliance with Rule 26.1 of the Takeovers Code is obtained from the Executive. As such, it is intended that the Potential Acquisition will be conditional upon the obtaining of the Whitewash Waiver and such condition will not be waivable. The Whitewash Waiver, if granted by the Executive, will be subject to the approval of the Independent Shareholders taken by way of a poll at the EGM. On 9 November 2020, 47,570,789 A Shares, representing approximately 0.41% of the total issued share capital of the Company, were transferred from China Shipping to COSCO SHIPPING. Save as disclosed in this announcement, neither COSCO SHIPPING nor any parties acting in concert with it has acquired or disposed of any voting rights of the Company or has dealt for value in any shares, convertible securities, warrants, options or derivatives in respect of the securities in the Company in the six-month period prior to and including 13 January 2021, being the date on which the Company first made an announcement in respect of the Potential Acquisition. SUSPENSION OF TRADING IN A SHARES
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