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.

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)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The "Summary of Report on Acquisition of Assets and Raising Ancillary Funds through Issuance of Shares and Connected Transactions (Draft) of COSCO SHIPPING Development Co., Ltd." as published by COSCO SHIPPING Development Co., Ltd. in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 29 April 2021 is enclosed hereto as overseas regulatory announcement in Chinese and English for your reference only. In case of any inconsistencies between the Chinese version and the English translation, the Chinese version shall prevail.

By order of the Board

COSCO SHIPPING Development Co., Ltd.

Cai Lei

Joint Company Secretary

29 April 2021

As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, being independent non-executive Directors.

  • The Company is a registered non-Hong Kong company as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and it is registered under its Chinese name and under the English name "COSCO SHIPPING Development Co., Ltd.".

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

A Share stock code: 601866

Stock abbreviation: COSCO SHIPPING

Listing place: Shanghai Stock Exchange

Development

H Share stock code: 02866

Stock abbreviation: COSCO SHIPPING

Listing place: Hong Kong Stock Exchange

Development

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary Funds

through Issuance of Shares and Connected Transactions (Draft)

Item

Counterparties

Acquisition of assets through issuance of shares

COSCO SHIPPING Investment Holdings Co., Ltd.

No more than 35 (inclusive of 35) specific

Raising ancillary funds

investors, including China Shipping Group

Company Limited

Independent Financial Advisor

Financial Advisor

April 2021

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

CONTENTS

DISCLAIMER OF THE LISTED COMPANY ....................................................................

3

DISCLAIMER OF COUNTERPARTIES .............................................................................

4

DISCLAIMER OF RELEVANT SECURITIES SERVICES INSTITUTIONS AND

STAFF

.......................................................................................................................................

5

NOTICE ON MATERIAL EVENTS .....................................................................................

6

I. OVERVIEW OF THE TRANSACTION SCHEME......................................................................

6

II. VALUATION AND CONSIDERATION OF THE TARGET ASSETS............................................

6

III. THE TRANSACTION CONSTITUTES A CONNECTED TRANSACTION ..................................

7

IV. THE TRANSACTION DOES NOT CONSTITUTE A MATERIAL ASSET REORGANIZATION ......

7

V. THE TRANSACTION DOES NOT CONSTITUTE A LISTING BY REORGANIZATION .................

8

VI. SPECIFIC SCHEME FOR ACQUISITION OF ASSETS THROUGH ISSUANCE OF SHARES.........

8

VII. SPECIFIC SCHEME FOR RAISING ANCILLARY FUNDS ..................................................

14

VIII. IMPACT OF THE RESTRUCTURING ON THE LISTED COMPANY ....................................

17

IX. DECISION-MAKINGPROCESS AND APPROVAL STATUS OF THE TRANSACTION..............

18

X. IMPORTANT UNDERTAKINGS MADE BY RELEVANT PARTIES IN THE TRANSACTION.......

20

XI. OPINIONS IN PRINCIPLE OF THE CONTROLLING SHAREHOLDERS OF THE LISTED

COMPANY AND THE PERSONS ACTING IN CONCERT ON THE RESTRUCTURING ....................

29

XII. SHAREHOLDING REDUCTION PLAN OF THE CONTROLLING SHAREHOLDERS AND

THE PERSONS ACTING IN CONCERT WITH THEM, THE DIRECTORS, SUPERVISORS AND

SENIOR OFFICERS OF THE LISTED COMPANY FROM THE DATE OF RESUMPTION IN

RELATION TO THE RESTRUCTURING TO THE COMPLETION OF IMPLEMENTATION ..............

30

XIII. ARRANGEMENTS FOR THE PROTECTION OF RIGHTS AND INTERESTS OF SMALL

AND MEDIUM INVESTORS IN THE TRANSACTION ....................................................................

30

XIV. QUALIFICATION OF THE INDEPENDENT FINANCIAL ADVISOR FOR THE

TRANSACTION IN THE SECURITIES BUSINESS..........................................................................

34

NOTICE ON MATERIAL RISKS .......................................................................................

35

I. RISKS RELATED TO THE TRANSACTION.......................................................................

35

II. RISKS RELATED TO THE TARGET ASSETS ..................................................................

36

III. OTHER RISKS ............................................................................................................

38

DEFINITIONS .......................................................................................................................

40

I.

GENERAL TERMS ....................................................................................................

40

II.

PROFESSIONAL TERMS ...........................................................................................

43

CHAPTER 1 OVERVIEW OF THE TRANSACTION .....................................................

44

I. BACKGROUND AND PURPOSE OF THE TRANSACTION..................................................

42

II. OVERVIEW OF THE TRANSACTION SCHEME ..............................................................

48

  1. SPECIFIC SCHEME FOR ACQUISITION OF ASSETS THROUGH ISSUANCE OF SHARES49

IV. SPECIFIC SCHEME FOR RAISING ANCILLARY FUNDS ...............................................

56

V. VALUATION AND CONSIDERATION OF THE TARGET ASSETS......................................

58

VI. THE TRANSACTION CONSTITUTES A CONNECTED TRANSACTION ..........................

58

VII. THE TRANSACTION DOES NOT CONSTITUTE A MATERIAL ASSET

REORGANIZATION ...................................................................................................................

59

VIII. THE TRANSACTION DOES NOT CONSTITUTE A LISTING BY REORGANIZATION....

59

IX. DECISION-MAKINGPROCESS AND APPROVAL STATUS OF THE TRANSACTION........

57

X. IMPACT OF THE RESTRUCTURING ON THE LISTED COMPANY...................................

61

2

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

DISCLAIMER OF THE LISTED COMPANY

The Company and all of its directors, supervisors and senior management guarantee that the information provided by them is truthful, accurate and complete without false records, misleading statements or significant omissions and assume individual and joint legal responsibilities for the truthfulness, accuracy and completeness of the information provided. If it causes losses to investors due to the false records, misleading statements or significant omissions of the information provided, they will assume compensation liabilities according to laws.

Matters mentioned in the Report and its Summary do not represent any substantive judgment, confirmation or approval from the CSRC or other government authorities regarding relevant matters on the Restructuring. The effect and completion of the matters relating to the Restructuring in the Report and its Summary shall be subject to approval at the general meeting and the filing with or approval or authorization by the competent approval authorities such as the CSRC. No decision or opinion made or issued by the competent approval authorities in respect of matters relating to the Transaction shall in substance represent any judgment or guarantee of them in respect of the value of the Company's shares or the returns to investors.

The Company shall be accountable for the changes in the Company's operations and profits after the completion of the Restructuring. Investors shall be accountable for any investment risks arising from the Restructuring. In evaluating the Restructuring, investors shall consider the risk factors disclosed in the the Summary of Report, in addition to the contents and the documents disclosed in the Summary of Report. Investors are advised to consult their stockbrokers, lawyers, professional accountants or other professional consultants if they have any doubts about the Summary of Report.

3

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

DISCLAIMER OF COUNTERPARTIES

Counterparties of the Transaction have issued letters of undertaking, guaranteeing that they will provide relevant information on the Restructuring to COSCO SHIPPING Development in a timely manner and that relevant information provided is truthful, accurate and complete without false records, misleading statements or significant omissions and assuming individual and joint legal responsibilities for the truthfulness, accuracy and completeness of the information provided. If it causes losses to COSCO SHIPPING Development or investors due to the false records, misleading statements or significant omissions of the information provided, the counterparties will assume compensation liabilities according to laws. If the Transaction is investigated by judicial authorities or the CSRC due to false representations, misleading statements or significant omissions in the information provided or disclosed in relation to the Transaction, the counterparties shall not transfer its interest in shares (if any) of COSCO SHIPPING Development until the investigation results are published.

4

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

DISCLAIMER OF RELEVANT SECURITIES SERVICES INSTITUTIONS AND

STAFF

The securities services institutions of the Transaction, including CICC, Grandall, China Tong Cheng, Ernst & Young and China Merchants Securities, undertake that the contents of the documents issued or provided for the Transaction are truthful, accurate and complete without false records, misleading statements or significant omissions and assume individual and joint legal responsibilities for the truthfulness, accuracy and completeness thereof.

5

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

NOTICE ON MATERIAL EVENTS

The terms or abbreviations stated in this section shall have the same meanings as the terms or abbreviations stated in the "Definitions" of the Summary of this Report. The Company reminds investors to carefully read the full text of the Report and pay special attention to the following issues:

I. Overview of the Transaction Scheme

(I) Acquisition of assets through issuance of shares

The Listed Company intends to purchase 100% of the equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology held by COSCO Shipping Investment by means of issuing shares to COSCO Shipping Investment.

(II) Raising ancillary funds

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The total proceeds of the ancillary funds raised shall not exceed RMB1.464 billion, and not exceed 100% of the transaction price of the assets to be purchased by issuing shares in the Restructuring, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the Transaction (i.e. not exceed 3,482,437,500 shares). The final number of shares to be issued shall not exceed the upper limit of the number of shares to be issued approved by the CSRC, which shall be determined by the Board of the Company or its authorized person based on the authorization of the general meeting and the actual situation at the time of the issuance. China Shipping intends to subscribe for RMB600 million, which shall not exceed the upper limit of the total proceeds of the ancillary funds approved by the CSRC to be raised.

The aforesaid number of shares to be issued shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date for raising ancillary funds to the date of issuance of shares.

If the latest regulatory opinions of the securities regulatory authorities are adjusted, the Listed Company may make corresponding adjustments to the issues related to the raising of the ancillary funds according to the latest regulatory opinions of the relevant securities regulatory authorities. The Transaction consists of two parts, namely, acquisition of assets through issuance of shares and raising ancillary funds. The raising of ancillary funds shall be subject to the implementation of acquisition of assets through issuance of shares, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares.

II. Valuation and Consideration of the Target Assets

In the Restructuring, the evaluation reference date of target assets shall be 31 December 2020. The price of the Transaction shall be determined through negotiation by the parties to the transaction on the basis of the appraisal result issued by an appraisal institution in accordance with the provisions of the Securities Law, and filed with the competent state-owned assets supervision and administration authority.

For the purpose of the Restructuring, China Tong Cheng has issued the Asset Evaluation Reports (Zhong Tong Ping Bao Zi [2021] No. 12085, Zhong Tong Ping Bao Zi [2021] No. 12086, Zhong Tong Ping Bao Zi [2021] No. 12087 and Zhong Tong Ping Bao Zi [2021] No. 12088), these evaluation reports have been filed with the competent state-owned assets supervision and administration authority. According to the filed appraisal result, as of the evaluation reference date, the values of all shareholders' equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively, the details of which are as follows:

Unit: RMB0'000

Subject

Carrying amount of net

Appraised

Value-added

Value-added

Acquisition

Consideratio

assets as at evaluation

value

amount

rate

ratio

n of target

reference date

assets

Value of all

shareholders' equity

143,150.78

157,074.05

13,923.27

9.73%

100.00%

157,074.05

of DFIC Qidong

6

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Subject

Carrying amount of net

Appraised

Value-added

Value-added

Acquisition

Consideratio

assets as at evaluation

value

amount

rate

ratio

n of target

reference date

assets

Value of all

shareholders' equity

111,667.67

133,293.64

21,625.97

19.37%

100.00%

133,293.64

of DFIC Qingdao

Value of all

shareholders' equity

48,223.00

60,637.24

12,414.24

25.74%

100.00%

60,637.24

of DFIC Ningbo

Value of all

shareholders' equity

3,518.97

5,182.78

1,663.81

47.28%

100.00%

5,182.78

of Universal

Technology

Total

306,560.42

356,187.71

49,627.29

16.19%

100.00%

356,187.71

Upon friendly negotiations among the parties to the transaction, the total transfer price of target assets was determined to be RMB3,561,877,100 based on the above circumstances, of which the transfer price of 100% equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively.

III. The Transaction Constitutes a Connected Transaction

The counter party of the purchasing of assets by issuing shares, COSCO SHIPPING Investment, is a wholly-owned subsidiary of China Shipping, the direct controlling shareholder of the Listed Company. According to the relevant provisions of the Listing Rules, the acquisition of assets by issuing shares constitutes a connected transaction.

Subscribers of the shares issued for raising ancillary funds include China Shipping, which is the direct controlling shareholder of the Listed Company. According to the relevant provisions of the Listing Rules, the raising of ancillary funds constitutes a connected transaction.

In conclusion, the Transaction constitutes a connected transaction. When the Listed Company convened the Board meeting to review the relevant proposals of the Transaction, all related directors had abstained from voting. In considering relevant proposals at the general meetings of the Listed Company, related shareholders shall abstain from voting.

IV. The Transaction does not Constitute a Material Asset Reorganization

In the Transaction, the Listed Company intended to purchase 100% equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology, respectively. According to the 2020 audited financial data of the Listed Company and each of the Target Companies, and the consideration of the target assets in the Transaction, the relevant financial ratio is calculated as follows:

Unit: RMB0'000

Calculation

Financial

COSCO

Financial data of

Consideration of the

indicator (higher of

Percentage of

SHIPPING

target assets

financial data and

indicator

Development

(total)

Transaction

transaction

indicators

consideration)

Total assets

14,603,879.49

806,107.58

356,187.71

806,107.58

5.52%

Net assets

2,437,000.71

310,101.22

356,187.71

356,187.71

14.62%

Operating

1,894,131.21

819,992.08

-

819,992.08

43.29%

revenue

In accordance with the Measures for Administration of Restructuring, if a listed company conducts purchase and sale of the same assets or related assets continuously during a period of 12 months, the relevant amount shall be computed on a cumulative basis. Assets transactions in which a material assets reorganization report has been prepared and disclosed in accordance with the Measures for Administration of Restructuring shall be not required to be included in the calculation on a cumulative basis. Where the target assets in the Transaction traded are owned or controlled by the same counter party or relate to the same

7

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

business or similar businesses, or other circumstances identified by the CSRC, they may be identified as the same assets or related assets. Since the equity transfer and increasing capital through the introduction of strategic investors of COSCO SHIPPING Leasing Co., Ltd., a wholly-owned subsidiary of the Listed Company in which a material assets reorganization report has not been prepared and disclosed under "III. Purchases or sales of material assets by the Listed Company in the recent twelve months" of "Chapter 13 Other Material Events" in the Report were not the same assets or related assets with the target assets in the Transaction, the aforesaid transaction content is independent of the Transaction and without any related relationship. Therefore, the aforesaid transactions shall not be required to be included in the calculation on a cumulative basis.

According to the above calculations, for the purpose of the target assets in the Transaction, the higher of total assets and the transaction consideration, the higher of the net assets and the transaction consideration, and the total operating income accounted for less than 50% of the respective financial data of the Listed Company. According to the Measures for Administration of Restructuring, the Transaction does not constitute a material asset reorganization of the Listed Company. However, the Transaction involves the issuance of shares, and is therefore subject to the review by the Merger and Reorganization Vetting Committee and approval by the CSRC.

V. The Transaction does not Constitute a Listing by Reorganization

The controlling shareholders and actual controllers of the Listed Company remain unchanged before and after the Transaction. The Transaction will not result in the change of the control of the Listed Company. The controlling shareholders or actual controllers or the Listed Company were not changed in 36 months before the transaction. Therefore, according to the relevant provisions of the Measures for Administration of Restructuring, the transaction does not constitute a listing by reorganization.

VI. Specific Scheme for Acquisition of assets through Issuance of Shares

(I) Transaction consideration and payment method

The Listed Company intends to purchase 100% of the equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology held by COSCO Shipping Investment by means of issuing shares to COSCO Shipping Investment. The price of the Transaction shall be determined on the basis of the appraisal result issued by China Tong Cheng, an appraisal institution in accordance with the provisions of the Securities Law and confirmed by the competent state-owned assets supervision and administration authority. The evaluation reference date of the target assets in the Transaction is 31 December 2020. According to the Asset Evaluation Report under Zhong Tong Ping Bao Zi [2021] No.12085, Zhong Tong Ping Bao Zi [2021] No.12086, Zhong Tong Ping Bao Zi [2021] No.12087 and Zhong Tong Ping Bao Zi [2021] No.12088 issued by Zhongtongcheng, the valuation of target assets on the evaluation reference date is as follows:

Unit: RMB0'000

Target

Carrying amount

Appraised value of

Increase or

Value-added

Acquisition

Consideratio

of 100% equity

100% equity

n of target

Companies

decrease

rate

ratio

interests

interests

assets

DFIC

143,150.78

157,074.05

13,923.27

9.73%

100.00%

157,074.05

Qidong

DFIC

111,667.67

133,293.64

21,625.97

19.37%

100.00%

133,293.64

Qingdao

DFIC

48,223.00

60,637.24

12,414.24

25.74%

100.00%

60,637.24

Ningbo

Universal

3,518.97

5,182.78

1,663.81

47.28%

100.00%

5,182.78

Technology

Total

306,560.42

356,187.71

49,627.29

16.19%

100.00%

356,187.71

In conclusion, the total appraised value of all the shareholders' equity of the Target Companies was RMB3,561,877,100, and the total consideration of target assets was RMB3,561,877,100.

(II) Class and nominal value of shares to be issued

The shares to be issued for purchasing assets are domestic listed RMB ordinary shares (A shares) with a nominal value of RMB1.00 per share.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

(III) Pricing base date, pricing basis and offering price

According to the Measures for Administration of Restructuring, the price of shares issued by the Listed Company shall not be lower than 90% of the market reference price. The market reference price will be one of the average trading prices of the Company's shares in the 20, 60 or 120 trading days prior to the date of announcement of the resolutions of the board meeting reviewing the Restructuring. The average trading price of the Company's Shares for certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting = total trading amount of the Company's Shares for the certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting ÷ total trading volume of the Company's Shares for the certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting.

The average trading prices of A shares of the Listed Company in the 20, 60 or 120 trading days prior to the pricing base date are set out in the following table:

Unit: RMB/share

Calculation range of average trading

Average trading price

90% of the average trading price

price of shares

20 trading days prior

3.09

2.79

60 trading days prior

2.94

2.65

120 trading days prior

2.78

2.51

The pricing base date for the shares to be issued for the Transaction shall be the date of announcement of the resolutions of the first board meeting considering the relevant matters of the Transaction, i.e., 28 January 2021. After negotiation with the counter party, the offering price of the shares shall be RMB2.51/share, i.e., 90% of the average trading price of the A shares of the Listed Company in 120 trading days prior to the pricing base date.

The offering price shall be adjusted according to the following formula in cases of ex-rights and ex- dividends matters such as dividend distribution, bonus issue, conversion of capital reserve into share capital or allotment during the period from the pricing base date to the date of issuance, with the calculation result rounded up and accurate to cent. The adjustment formula for the offering price is as follows:

In case of distribution of stock dividend or conversion of capital reserve into share capital: P1=P0/1+n);

In case of allotment: P1=P0+A×k/1+k;

In case of two items above implemented simultaneously: P1=P0+A×k/1+n+k;

In case of distribution of cash dividend: P1=P0-D;

In case of three items above implemented simultaneously: P1=(P0-D+A×k/1+n+k.

Where: P0 is the effective offering price before adjustment, N is the dividend rate or conversion rate for share capital increase, K is the allotment rate, A is the allotment price, D is the cash dividend paid per share, and P1 is the effective offering price after adjustment.

(IV) Target subscriber and number of shares to be issued 1. Target subscriber

The target subscriber for Acquisition of assets through issuance of shares shall be COSCO SHIPPING Investment.

2. Number of shares to be issued

The number of shares to be issued for Acquisition of assets through issuance of shares = the transaction price of the target assets/the offering price of the shares to be issued for purchasing assets. The number of shares to be issued shall be rounded to the nearest whole share, and the Listed Company is not required to pay for the fraction which is less than one share issued by the Listed Company. The final number of shares to be issued shall be subject to the approval of the CSRC.

According to the above calculation formula, the total number of shares to be issued by the Listed Company to the counter party shall be 1,419,074,539 shares, the details of which are as follows:

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Unit: RMB0'000; shares

No.

The counter party

Target assets transferred

Transaction consideration

Number of shares acquired

1

100% equity of DFIC

157,074.05

625,793,027

Qidong

2

100% equity of DFIC

133,293.64

531,050,358

COSCO SHIPPING

Qingdao

3

Investment

100% equity of DFIC

60,637.24

241,582,629

Ningbo

4

100% equity of Universal

5,182.78

20,648,525

Technology

Total

356,187.71

1,419,074,539

The number of shares to be issued shall be adjusted accordingly in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date for Acquisition of assets through issuance of shares to the date of issuance.

(V) Lock-up period arrangement

The shares acquired by COSCO SHIPPING Investment as a result of the Restructuring shall not be transferred within 36 months from the date of completion of the issuance of such shares. If the closing price of the shares of the Listed Company for 20 consecutive trading days is lower than the offering price of the shares under the Restructuring within 6 months after the completion of the Restructuring (In cases of ex- rights and ex-dividends matters such as dividend distribution, bonus issue, conversion of capital reserve into share capital during this period, COSCO SHIPPING Development shall make corresponding adjustments according to the relevant regulations of the CSRC and the SSE), or if the closing price of the shares at the end of six months after the completion of the Restructuring is lower than the offering price of the shares under the Restructuring, the lock-up period of the shares acquired by COSCO SHIPPING Investment shall be automatically extended for 6 months.

China Shipping and COSCO SHIPPING, the direct and indirect controlling shareholder of COSCO SHIPPING Development, undertook that the shares of COSCO SHIPPING Development held before the Restructuring shall not be transferred within 18 months after the completion of the Restructuring.

The bonus shares and conversion of capital reserve into share capital of the Listed Company that the counter party is entitled to based on the Transaction after the completion of the purchasing of assets by issuing shares shall also be subject to the above lock-up period. If the above lock-up period is inconsistent with the latest regulations or regulatory opinions of the securities regulatory authorities, the counter party may make corresponding adjustments according to the latest regulations or regulatory opinions of the relevant securities regulatory authorities.

After the expiration of the above lock-up period, the transfer of the Listed Company's shares acquired by the counter party shall be handled in accordance with the relevant regulations of the CSRC and the SSE.

(VI) Listing place

The listing place of the shares issued for the Transaction shall be the SSE.

(VII) Profit and loss arrangement for the transitional period

The period from the evaluation reference date (exclusive) to the closing audit date (inclusive) shall be the transitional period. Where any increase in the owner's equity attributable to the parent as a result of the target assets being profitable during the transitional period and other reasons, the increased part shall belong to the Listed Company; Where any decrease in the owner's equity attributable to the parent as a result of losses incurred to target assets during the transitional period and other reasons, the decreased part shall be borne by the Listed Company.

(VIII) Arrangement for accumulated undistributed profits

The undistributed profits accumulated before the completion of the purchasing of assets by issuing shares shall be shared by all shareholders of the Listed Company after the completion of the purchasing of

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

assets by issuing shares according to the proportion of shares held by all the shareholders after the completion of the purchasing of assets by issuing shares.

(IX) Performance Commitment and Compensation 1. Scope of the performance compensation

In the Transaction, the asset-based approach and income approach were used to evaluate the target assets, and the appraisal result of asset-based approach was selected as the final evaluation conclusion, while income approach was used to evaluate some patents held by DFIC Qidong and Universal Technology. According to the Asset Evaluation Report issued by China Tong Cheng (Zhong Tong Ping Bao Zi [2021] No. 12085), the appraised value of 100% equity of DFIC Qidong as of the evaluation reference date (i.e. 31 December 2020) was RMB1,570,740,500, of which the appraised value of the patented technologies evaluated by the income approach (hereinafter referred to as the "DFIC Qidong Performance Compensation Assets") was RMB4,362,300, and the corresponding transaction consideration of the patented technologies evaluated and priced by the income approach was RMB4,362,300. According to the Asset Evaluation Report issued by China Tong Cheng (Zhong Tong Ping Bao Zi [2021] No. 12088), the appraised value of 100% equity of Universal Technology as of the evaluation reference date (i.e. 31 December 2020) was RMB51,827,800, of which the appraised value of the patented technologies evaluated by the income approach (hereinafter referred to as the "Universal Technology Performance Compensation Assets", together with the DFIC Qidong Performance Compensation Assets, collectively referred to as the "Performance Compensation Assets") was RMB15,714,100, and the corresponding transaction consideration of the patented technologies evaluated and priced by the income approach was RMB15,714,100.

COSCO SHIPPING Investment, the counter party of the Transaction, agreed to make a commitment to the level of fulfillment of the performance of the assets that were evaluated and priced by the income approach among the target assets during the performance compensation period.

2. Performance compensation arrangements

(1) Performance commitment period

The performance commitment period of the Transaction shall be three consecutive financial years

following the completion of the Transaction (inclusive of the year of completion of the Transaction). If the Transaction is completed prior to 31 December 2021 (inclusive), the performance commitment period of the Transaction shall be 2021, 2022 and 2023. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), the compensation period shall be 2022, 2023 and 2024.

(2) Performance commitment

COSCO SHIPPING Investment made a commitment that the income sharing amount realized from the Performance Compensation Assets during the performance commitment period shall be not lower than the following standards:

According to the Asset Evaluation Report (Zhong Tong Ping Bao Zi [2021] No. 12085) and its evaluation instructions, the income from patent products related to the DFIC Qidong Performance Compensation Assets during each year of the remaining useful life of the DFIC Qidong Performance Compensation Assets shall be shared, and the calculation process is shown in the following table:

Unit: RMB0'000

No.

Item

2021

2022

2023

2024

1

Income from patent products

14,646.10

12,890.51

13,173.19

14,863.30

2

Sharing rate

1.38%

1.10%

0.88%

0.70%

3

Sharing amount

202.12

141.80

115.92

104.04

4

Discount period

0.5

1.5

2.5

3.5

5

Discount rate

17.18%

17.18%

17.18%

17.18%

6

Present value of sharing amount

186.72

111.79

77.99

59.73

Total present value of sharing amount

436.23

11

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Based on the above, if the Transaction shall be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment make a commitment that the audited income sharing amount of the DFIC Qidong Performance Compensation Assets in 2021, 2022 and 2023 shall not be less than RMB2,021,200, RMB1,418,000 and RMB1,159,200, respectively. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment makes a commitment that the audited income sharing amount of the DFIC Qidong Performance Compensation Assets in 2022, 2023 and 2024 shall not be less than RMB1,418,000, RMB1,159,200 and RMB1,040,400, respectively (hereinafter referred to as the "DFIC Qidong Commitment Income Sharing Amount").

The above income sharing amount of the Performance Compensation Assets = income from patent products related to the Performance Compensation Assets × income sharing rate.

At the end of each financial year during the performance commitment period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to review DFIC Qidong and issue a special review opinion. If the audited income sharing amount of the DFIC Qidong Performance Compensation Assets achieved by DFIC Qidong during the performance commitment period (hereinafter referred to as the "Achieved Income Sharing Amount") is lower than the DFIC Qidong Commitment Income Sharing Amount, COSCO SHIPPING Investment shall compensate the Listed Company with the shares of the Listed Company acquired through the Transaction as priority and cash as supplement.

According to the Asset Evaluation Report (Zhong Tong Ping Bao Zi [2021] No. 12088) and its evaluation instructions, the income from patent products related to the Universal Technology Performance Compensation Assets during each year of the remaining useful life of Universal Technology Performance Compensation Assets shall be shared, and the calculation process is shown in the following table:

Unit: RMB0'000

No.

Item

2021

2022

2023

2024

1

Income from patent products

55,769.61

47,706.92

48,789.08

52,824.37

2

Sharing rate

1.34%

1.07%

0.86%

0.69%

3

Sharing amount

747.32

510.46

419.58

364.49

4

Discount period

0.50

1.50

2.50

3.50

5

Discount rate

17.82%

17.82%

17.82%

17.82%

6

Present value of sharing amount

688.48

399.15

278.46

205.32

Total present value of sharing amount

1,571.41

Based on the above, if the Transaction shall be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment make a commitment that the total audited income sharing amount of the Universal Technology Performance Compensation Assets in 2021, 2022 and 2023 shall not be less than RMB7,473,200, RMB5,104,600 and RMB4,195,800, respectively. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment makes a commitment that the total audited income sharing amount of the Universal Technology Performance Compensation Assets in 2022, 2023 and 2024 shall not be less than RMB5,104,600, RMB4,195,800 and RMB3,644,900, respectively (hereinafter referred to as "Universal Technology Commitment Income Sharing Amount").

The above income sharing amount of the Performance Compensation Assets = income from patent products related to the Performance Compensation Assets × income sharing rate.

At the end of each financial year during the performance compensation period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to review Universal Technology and issue a special review opinion. If the audited income sharing amount of the Universal Technology Performance Compensation Assets achieved by Universal Technology during the

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

performance commitment period (hereinafter referred to as the "Achieved Income Sharing Amount") is lower than the Universal Technology Commitment Income Sharing Amount, COSCO SHIPPING Investment shall compensate the Listed Company with the shares of the Listed Company acquired through the Transaction as priority and cash as supplement.

(3) Performance compensation method

If the accumulated actual Achieved Income Sharing Amount of the Performance Compensation Assets of DFIC Qidong or Universal Technology at the end of the current year during the commitment period is lower than the accumulated committed income sharing amount at the end of the current year, COSCO SHIPPING Investment shall compensate the Listed Company, and the calculation formula for the number of shares to be compensated by COSCO SHIPPING Investment is as follows:

Amount to be compensated in the current year = (total accumulated committed income sharing amount of the Performance Compensation Assets in the corresponding Target Companies as at the end of the current year - total accumulated Achieved Income Sharing Amount of the Performance Compensation Assets in the corresponding Target Companies as of the end of the current year) ÷ sum of the committed income sharing amount of the Target Companies where the Performance Compensation Assets are located in each year as of the end of the current year × the transaction consideration of the Performance Compensation Assets evaluated by the income approach ×the proportion of equity in the Target Companies held by COSCO SHIPPING Investment sold to the Listed Company by it - the accumulated amount compensated as of the end of the current year (if any). The actual Achieved Income Sharing Amount of the Performance Compensation Assets of DFIC Qidong and the Performance Compensation Assets of Universal Technology shall be calculated separately, and the amount to be compensated in the current year shall also be calculated separately.

Number of shares to be compensated in the current year = amount to be compensated in the current year ÷ offering price for Acquisition of assets through issuance of shares

The amount to be compensated for calculated in each year shall be taken as zero if it is less than zero, i.e. the amount compensated shall not be carried back.

For the portion to which the number of shares is not enough to compensate in the current period, it shall be be compensated by COSCO SHIPPING Investment in cash. The calculation formula of the cash amount to be compensated is as follows:

Cash amount to be compensated in the current period = amount to be compensated in the current period

  • number of shares compensated in the current period (without taking into account of the impact of ex-rights and ex-dividends ) × offering price for Acquisition of assets through issuance of shares

During the performance commitment period, if the Listed Company implements conversion of capital reserve into share capital or distribution of dividends in shares, the number of shares to be compensated in the current year by COSCO SHIPPING Investment shall be adjusted accordingly: number of shares to be compensated in the current year (after adjustment) = number of shares to be compensated in the current year (prior to adjustment) × (1 + proportion of conversion of capital reserve into share capital or distribution of dividends in shares).

During the performance compensation period, if the Listed Company implements cash distribution, COSCO SHIPPING Investment shall return the cash distribution amount obtained from the shares to be compensated in the current year together with the compensation shares to the Listed Company. The calculation formula shall be: return amount = distributed cash dividend per share × number of shares to be compensated in the current year. The above return amount shall not be deemed as the amount compensated, and shall not affect the maximum compensation by COSCO SHIPPING Investment.

COSCO SHIPPING Investment guarantees that the shares of the Listed Company acquired through the Transaction shall be used in priority to fulfill performance compensation commitments. Prior to the completion of the fulfillment of performance compensation obligations, COSCO SHIPPING Investment shall not pledge the shares of the Listed Company acquired through the Transaction.

13

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

(4) Impairment testing compensation at the end of the period

Upon the expiry of the performance compensation period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to conduct an impairment testing on the Performance Compensation Assets and issue an impairment testing report. In case of the amount of impairment of a certain Performance Compensation Asset at the end of the period > total number of shares compensated for such Performance Compensation Assets during the performance compensation period (without taking into account of the impact of ex-rights and ex-dividends) × the offering price of shares to be issued for acquisition of assets this time + total cash compensated by COSCO SHIPPING Investment for such Performance Compensation Asset, COSCO SHIPPING Investment shall compensate the Listed Company for the impairment of such assets separately.

The amount of compensation for the impairment testing of a certain Performance Compensation Asset

  • the impairment amount of such Performance Compensation Asset at the end of the period - total number of shares compensated for such Performance Compensation Assets during the performance compensation period × the offering price for Acquisition of assets through issuance of shares - total cash compensated for such Performance Compensation Asset during the performance compensation period.

Upon the expiry of the performance compensation period, In the event of the aforementioned impairment, COSCO SHIPPING Investment shall compensate the Listed Company with the shares acquired through the Transaction as priority and cash as supplement by COSCO SHIPPING Investment if the shares acquired through the Transaction are insufficient to compensate. The calculation formula for the number of shares compensated for impairment of the Performance Compensation Assets is as follows:

Number of shares compensated for impairment of the Performance Compensation Assets = amount of compensation for impairment testing of the Performance Compensation Assets ÷ the offering price for Acquisition of assets through issuance of shares

If the Listed Company implements conversion of capital reserve into share capital or distribution of dividends in shares during the performance commitment period, the number of shares to be compensated shall be adjusted accordingly: number of shares to be compensated (after adjustment) = number of shares to be compensated in the current year × (1 + proportion of conversion of capital reserve into share capital or distribution of dividends in shares).

Cash amount to be compensated in the current period = amount to be compensated in the current period

  • number of shares compensated in the current period (without taking into account of the impact of ex-rights and ex-dividends )× offering price for Acquisition of assets through issuance of shares.

(5) Maximum compensation

The total amount of share compensation and cash compensation paid to the Listed Company by COSCO SHIPPING Investment to the Listed Company shall not exceed the transaction consideration obtained for such Performance Compensation Asset under the Transaction due to the actual achieved income sharing amount for a certain Performance Compensation Asset is lower than the committed income sharing amount or the impairment of the Performance Compensation Assets upon expiry.

VII. Specific Scheme for Raising Ancillary funds

(I) Class and nominal value of shares to be issued

The shares to be issued for raising ancillary funds are RMB ordinary shares (A shares) with a nominal value of RMB1.00 per share.

(II) Target subscriber and number of shares to be issued

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The total proceeds of the ancillary funds raised shall not exceed RMB1.464 billion, and not exceed 100% of the transaction price of the assets to be purchased by issuing shares in the Restructuring, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the Transaction (i.e. not exceed 3,482,437,500 shares). The final number of shares to be issued shall not exceed the upper limit of the number

14

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

of shares to be issued approved by the CSRC, which shall be determined by the Board of the Company or its authorized person based on the authorization of the general meeting and the actual situation at the time of the issuance. China Shipping intends to subscribe for RMB600 million, which shall not exceed the upper limit of the total proceeds of the ancillary funds approved by the CSRC to be raised.

The number of shares to be issued under the raising of ancillary funds shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date for raising ancillary funds to the date of issuance.

If the latest regulatory opinions of the securities regulatory authorities are adjusted, the Listed Company may make corresponding adjustments to the issues related to the raising of the ancillary funds according to the latest regulatory opinions of the relevant securities regulatory authorities. The Transaction consists of two parts, namely, Acquisition of assets through issuance of shares and raising ancillary funds. The raising of ancillary funds shall be subject to the implementation of Acquisition of assets through issuance of shares, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares.

(III) Pricing base date, pricing basis and offering price

The shares issued for raising ancillary funds will be issued by way of inquiry. The pricing base date shall be the first day of the offering period for raising ancillary funds. The offering price shall not be lower than 80% of the average trading price of the A shares of the Company for the 20 trading days prior to the pricing base date and the latest audited net asset per share of the Company before the issuance. The final offering price will be determined by the Board of the Listed Company or its authorized person within the authority granted by the general meeting in consultation with the Independent Financial Adviser (lead underwriter) for the Transaction based on the inquiry result and in accordance with the relevant laws, administrative regulations and normative documents after the Transaction is approved by the CSRC. The specific timing of raising ancillary funds will be determined by the Company and the Independent Financial Adviser (lead underwriter) for the Transaction based on the plan for the use of proceeds and the specific market conditions. China Shipping will not participate in the market inquiry process but will accept the inquiry result, and its subscription price is the same as the subscription price of other target subscribers. If the offering price cannot be determined through the aforementioned market inquiry, China Shipping will subscribe at the above-mentioned floor price.

The offering price under the raising of ancillary funds shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date to the date of issuance.

(IV) Lock-up period arrangement

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The shares subscribed for by China Shipping shall not be transferred within 36 months from the closing date of the issuance, while the shares subscribed for by other specific investors shall not be transferred within 6 months from the closing date of the issuance. China Shipping and COSCO SHIPPING, the direct controlling shareholder and indirect controlling shareholder of COSCO SHIPPING Development, undertook that the shares of COSCO SHIPPING Development directly and indirectly held before the Restructuring shall not be transferred within 18 months after the completion of the Restructuring.

If the above lock-up period is inconsistent with the regulatory opinions of the securities regulatory authorities, the Company and related parties may make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authorities.

(V) Listing place

The listing place of the shares issued for raising ancillary funds shall be the SSE.

15

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

(VI) Use of ancillary funds raised

The Transaction intends to raise ancillary funds not exceeding RMB1.464 billion. The raised funds are intended to be used for the container production line technology renovation project of DFIC Qidong, production line technology renovation project of DFIC Qingdao, logistics equipment renovation project of DFIC Ningbo, information system upgrade and construction project of Universal Technology and supplementing the working capital of the Listed Company after deducting the fees of intermediaries and other related expenses. In particular, the proportion of supplementing the working capital of the Listed Company does not exceed 25% of the transaction consideration of Acquisition of assets through issuance of shares.

The specific uses of the ancillary funds raised are as follows:

Unit: RMB0'000

Project name

Implementing

Total investment amount

Raised funds to be invested

entity

Production line technology

DFIC Qidong

22,021.44

19,400.00

renovation project

Container production line

DFIC Qingdao

22,628.59

20,000.00

technology renovation project

Logistics equipment renovation

DFIC Ningbo

10,396.00

9,200.00

project

Information system upgrade and

Universal

9,742.20

8,800.00

construction project

Technology

Supplementing of the working

COSCO

SHIPPING

89,000.00

89,000.00

capital of the Listed Company

Development

Total

146,400.00

Prior to receiving the raised ancillary funds, the Listed Company may, where appropriate, use the aforesaid ancillary funds with its own or self-raised funds based on the market conditions and its actual conditions first. The Listed Company will implement relevant decision procedures in accordance with the relevant regulations of the CSRC and SSE, and use the raised ancillary funds to replace the funds invested previously.

The purchasing of assets by issuing shares is not subject to the successful implementation of raising ancillary funds, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares. If the Listed Company fails to successfully raise ancillary funds or the actual amount of funds raised is less than the amount required for the purpose of fund-raising, the Company will fill the funding gap through its own or self-raised funds. The Company will make appropriate adjustments to the investment order, amount and specific method of investment for the above mentioned purpose of fund-raising according to the net funds raised and the actual demand for funds raised.

(VII) Arrangement for accumulated undistributed profits

The undistributed profits accumulated before the completion of raising ancillary funds shall be shared by all shareholders of the Listed Company after the completion of raising ancillary funds according to the proportion of shares held by all the shareholders after the completion of raising ancillary funds.

VIII. Impact of the Restructuring on the Listed Company

(I) Impact on the shareholding structure of the Listed Company

As of the execution date of the Summary of Report, the total share capital of the Listed Company was 11,608,125,000 shares. Based on the transaction price of target assets in the Transaction of RMB3,561,877,100 and the offering price of shares of RMB2.51 per share, the Listed Company will issue additional of 1,419,074,539 shares. The Listed Company's total share capital will increase to 13,027,199,539 shares after the completion of the Transaction (without taking into account of the raising of ancillary funds), the details of which are as follows:

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Prior to the Transaction

After the Transaction

Shareholder

Number of shares

Class of

Shareholdi

Number of shares

Shareholdi

ng ratio

Class of shares

ng ratio

held (shares)

shares

held (shares)

(%)

(%)

China

Shipping

Group

Company

4,410,624,386

A shares

38.00%

4,410,624,386

A shares

33.86%

Limited

China

COSCO

SHIPPING

47,570,789

A shares

0.41%

47,570,789

A shares

0.37%

Corporation Limited

COSCO

SHIPPING

-

-

-

1,419,074,539

A shares

11.67%

Investment Holdings

100,944,000

H shares

0.87%

100,944,000

H shares

Co., Ltd.note 1

Other shareholders

3,473,929,825

A shares

60.72%

3,473,929,825

A shares

54.11%

3,575,056,000

H shares

3,575,056,000

H shares

Total

11,608,125,000

-

100.00%

13,027,199,539

-

100.00%

Note 1: COSCO SHIPPING Investment indirectly holds 100,944,000 H shares of the Company through its subsidiary Ocean Fortune Investment Limited.

After the completion of the Transaction, China Shipping shall remain the direct controlling shareholder of the Listed Company, COSCO SHIPPING shall remain the indirect controlling shareholder of the Listed Company, and SASAC shall remain the actual controller of the Listed Company. Therefore, the Transaction will not result in the change of the controlling shareholder or actual controller of the Listed Company.

(II) Impact on the principal businesses of the Listed Company

Prior to the Transaction, the principal businesses of the Listed Company are shipping and related industry leasing, container manufacturing, investment and services. The Transaction is for acquiring all the equity held by COSCO Shipping Investment in the Target Companies, which mainly engages in the container manufacturing business. There is no material change to the principal businesses of the Listed Company after the Transaction.

Through the Transaction, the Listed Company can effectively eliminate horizontal competition, further increase the global market share of container manufacturing business, strengthen scientific reaserch and development capabilities, fill and optimize the deployment of resources in some key regions and enhance location advantages, and improve the ability to meet customers' diversified product needs, thereby improving the Company' s comprehensive strength of container manufacturing business sector. The Listed Company will continue to build an industrial cluster centering on shipping and related industry leasing, container manufacturing, investment and related services, to further enhance the core competitiveness and increase the interests of all shareholders.

  1. Impact on the key financial indicators of the Listed Company
    According to the Pro Forma Review Report of the Listed Company , the key financial data of the Listed

Company prior to and after the completion of the Transaction are as follows:

Unit: RMB0'000

Items of consolidated balance sheet

31 December 2020

Prior to the Transaction

After the Transaction (pro

forma)

Total assets

14,603,879.49

15,323,258.05

Total liabilities

12,166,878.78

12,582,671.09

Owners' equity

2,437,000.71

2,740,586.97

Equity attributable to owners of the parent

2,437,000.71

2,740,586.97

17

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Items of consolidated balance sheet

31 December 2020

Prior to the Transaction

After the Transaction (pro

forma)

Items of consolidated income statement

2020

Prior to the Transaction

After the Transaction (pro

forma)

Operating revenue

1,894,131.21

2,018,187.77

Net profit

213,051.68

214,127.64

Net profit attributable to owners of the parent

213,051.68

214,127.64

Key financial indicators

31 December 2020/2020

Prior to the Transaction

After the Transaction (pro

forma)

Basic earnings per share (RMB/share)

0.16

0.14

Diluted earnings per share (RMB/share)

0.16

0.14

Gross profit margin (%)

25.01

26.04

Consolidated gearing ratio (%)

83.31

82.11

Weighted average return on equity (%)

10.16

8.66

As the net profit attributable to the owner of the parent company and revenue of the Listed Company have effectively increased while the gearing ratio of the Listed Company has decreased after the Transaction, the asset structure has been further improved and the comprehensive strength of the company has been enhanced.

IX. Decision-making Process and Approval Status of the Transaction

  1. The decision-making process and approval procedures that have been fulfilled for the Transaction
    1. On 27 January 2021, COSCO Shipping Development held the 30th Meeting of the sixth Board of Directors, which reviewed and approved the Proposal on Acquisition of Assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;
    2. On 27 January 2021, COSCO Shipping Development held the 12th Meeting of the sixth Board of Supervisors, which reviewed and approved the Proposal on Acquisition of Assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;
    3. On 27 January 2021, COSCO Shipping Investment held a Board meeting, which reviewed and approved the proposals related to the Transaction;
    4. On 27 January 2021, China Shipping's shareholder COSCO SHIPPING made decisions, which approved China Shipping to purchase the non-public offering shares of COSCO SHIPPING Development;
    5. On 22 April 2021, COSCO Shipping Investment held a Board meeting again, which reviewed and approved the proposals related to the Transaction;
    6. On 23 April 2021, COSCO SHIPPING held a Board meeting, which reviewed and approved the proposals related to the Transaction;
    7. On 29 April 2021, the valuation report on the target assets under the Transaction has been filed with the competent state-owned assets supervision and administration authority;

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

  1. On 29 April 2021, COSCO Shipping Development held the 36th Meeting of the Sixth Session of the Board of Directors, which reviewed and approved the Proposal on Acquisition of assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;
  2. On 29 April 2021, COSCO Shipping Development held the 15th Meeting of the Sixth Session of the Board of Supervisors, which reviewed and approved the Proposal on Acquisition of assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;

10.On 29 April 2021, COSCO Shipping Investment (shareholder of target company) made decisions, which approved to transfer 100% of equity interests of target company to COSCO SHIPPING Development.

  1. The decision-making process and approval procedures to be fulfilled for the Transaction
    1. The formal transaction scheme shall be approved by the competent state-owned assets supervision and administration authority.
    2. The Transaction shall be granted by the Executive Officer of the SFC with Whitewash Waiver and consent for Special transaction;
    3. The general meeting of the Listed Company shall exempt COSCO Shipping Investment, China Shipping and their persons acting in concert from the tender offer obligation related to the Transaction;
    4. The transaction scheme shall be approved by the general meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting of the Listed Company;
    5. The Transaction shall be approved by the CSRC;
    6. After the completion of the Transaction, related parties shall be subject to performance of the obligation to submit information on foreign investment-related information to the competent commercial authorities in accordance with the Foreign Investment Law of the People's Republic of China and other relevant laws and regulations and regulatory documents.

The above approvals and authorizations are the prerequisites of the Transaction. The Restructuring plan shall not be implemented before it is reviewed and approved. Whether the Transaction will be approved and the final approval time is uncertain. Investors are advised to pay attention to the investment risks.

X. Important Undertakings Made by Relevant Parties in the Transaction

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

The undertaking party guarantees that the information provided is truthful, accurate

Listed Company:

and complete without false records, misleading statements or material omissions

COSCO

and assumes individual and joint legal responsibilities on the truthfulness, accuracy

and completeness of the information provided. If it causes losses to investors due to

SHIPPING

the false records, misleading statements or material omissions of the information

Development

provided, the undertaking party will assume compensation liabilities according to

laws.

Letter of

1. The undertaking parties guarantee that the information provided is truthful,

accurate and complete without false records, misleading statements or material

Undertaking on the

omissions and assume individual and joint legal responsibilities on the truthfulness,

Truthfulness,

Directors,

accuracy and completeness of the information provided. If it causes losses to

Accuracy and

investors due to the false records, misleading statements or material omissions of

Completeness of

supervisors and

the information provided, the undertaking parties will assume compensation

Information

senior

liabilities according to laws.

Provided

management of

the Listed

2. If the Restructuring is investigated by judicial authorities or the CSRC due to

Company

false representations, misleading statements or material omissions in the

information provided or disclosed in relation to the Restructuring, the undertaking

parties shall not transfer their interests in shares (if any) of COSCO SHIPPING

Development until the investigation results are published.

Indirect

1. The undertaking party will provide COSCO SHIPPING Development with

controlling

relevant information on the Restructuring in a timely manner and guarantee that the

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

shareholder of the

information provided is truthful, accurate and complete without false records,

Listed Company:

misleading statements or material omissions and assumes individual and joint legal

COSCO

responsibilities on the truthfulness, accuracy and completeness of the information

SHIPPING

provided. If losses are caused to COSCO SHIPPING Development or investors due

to the false records, misleading statements or material omissions of the information

provided, the undertaking party will assume compensation liabilities according to

laws.

2. If the Restructuring is investigated by judicial authorities or the CSRC due to

false representations, misleading statements or material omissions in the

information provided or disclosed in relation to the Restructuring, the undertaking

party shall not transfer its interests in shares of COSCO SHIPPING Development

until the investigation results are published.

1. The undertaking party will provide COSCO SHIPPING Development with

relevant information on the Restructuring in a timely manner and guarantee that the

information provided is truthful, accurate and complete without false records,

misleading statements or material omissions and assumes individual and joint legal

Counterparty of

responsibilities on the truthfulness, accuracy and completeness of the information

acquisition of

provided. If losses are caused to COSCO SHIPPING Development or investors due

assets through

to the false records, misleading statements or material omissions of the information

issuance of shares:

provided, the undertaking party will assume compensation liabilities according to

COSCO

laws.

SHIPPING

Investment

2. If the Restructuring is investigated by judicial authorities or the CSRC due to

false representations, misleading statements or material omissions in the

information provided or disclosed in relation to the Restructuring, the undertaking

party shall not transfer its interests in shares of COSCO SHIPPING Development

until the investigation results are published.

1. The undertaking party will provide COSCO SHIPPING Development with

relevant information on the Restructuring in a timely manner and guarantee that the

information provided is truthful, accurate and complete without false records,

misleading statements or material omissions and assumes individual and joint legal

responsibilities on the truthfulness, accuracy and completeness of the information

Subscriber of

provided. If losses are caused to COSCO SHIPPING Development or investors due

shares issued for

to the false records, misleading statements or material omissions of the information

raising ancillary

provided, the undertaking party will assume compensation liabilities according to

funds: China

laws.

Shipping

2. If the Restructuring is investigated by judicial authorities or the CSRC due to

false representations, misleading statements or material omissions in the

information provided or disclosed in relation to the Restructuring, the undertaking

party shall not transfer its interests in shares of COSCO SHIPPING Development

until the investigation results are published.

DFIC Qidong will provide COSCO SHIPPING Development with relevant

information on the Restructuring in a timely manner and guarantee that the

information provided is truthful, accurate and complete without false records,

Target Company:

misleading statements or material omissions and assumes individual and joint legal

responsibilities on the truthfulness, accuracy and completeness of the information

DFIC Qidong

provided. If losses are caused to COSCO SHIPPING Development or investors due

to the false records, misleading statements or material omissions of the information

provided, the undertaking party will assume compensation liabilities according to

laws.

DFIC Qingdao will provide COSCO SHIPPING Development with relevant

information on the Restructuring in a timely manner and guarantee that the

information provided is truthful, accurate and complete without false records,

Target Company:

misleading statements or material omissions and assumes individual and joint legal

DFIC Qingdao

responsibilities on the truthfulness, accuracy and completeness of the information

provided. If losses are caused to COSCO SHIPPING Development or investors due

to the false records, misleading statements or material omissions of the information

provided, the undertaking party will assume compensation liabilities according to

laws.

Target Company:

DFIC Ningbo will provide COSCO SHIPPING Development with relevant

information

on the Restructuring in a timely manner and guarantee that the

DFIC Ningbo

information provided is truthful, accurate and complete without false records,

20

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

misleading statements or material omissions and assumes individual and joint legal

responsibilities on the truthfulness, accuracy and completeness of the information

provided. If losses are caused to COSCO SHIPPING Development or investors due

to the false records, misleading statements or material omissions of the information

provided, the undertaking party will assume compensation liabilities according to

laws.

Universal Technology will provide COSCO SHIPPING Development with relevant

information on the Restructuring in a timely manner and guarantee that the

information provided is truthful, accurate and complete without false records,

Target Company:

misleading statements or material omissions and assumes individual and joint legal

Universal

responsibilities on the truthfulness, accuracy and completeness of the information

Technology

provided. If losses are caused to COSCO SHIPPING Development or investors due

to the false records, misleading statements or material omissions of the information

provided, the undertaking party will assume compensation liabilities according to

laws.

On 27 September 2018, Dong Fang International Container (Guangzhou) Co., Ltd.

("Guangzhou Container"), a subsidiary of COSCO SHIPPING Development,

received the Decision of Administrative Penalty (Nan Huan Fa Zi [2018] No. 207)

issued by the Environmental Protection and Water Bureau of Nansha District of

Guangzhou City. Guangzhou Container was fined RMB533,600 for the total

phosphorus concentration of waste water discharged from the master discharge

outlet exceeding the standards.

On 25 December 2018, Guangzhou Container received the Decision of

Administrative Penalty (Nan Huan Fa Zi [2018] No. 318) issued by the

Environmental Protection and Water Bureau of Nansha District of Guangzhou City.

Guangzhou Container was fined RMB300,000 for the average xylene concentration

of waste gas emitted exceeding the standards.

The relevant subsidiary of the Listed Company has paid the fine for the above

administrative penalties in time and rectified the violation of laws. The above

Listed Company

violations are not serious activities provided in the Atmospheric Pollution

and its directors,

Prevention Law of the People's Republic of China, the Solid Waste Environment

supervisors and

Pollution Prevention Law of the People's Republic of China and the Water Pollution

senior

Prevention Law of the People's Republic of China and will have no significant

management

effects on the Restructuring.

Statement on

COSCO SHIPPING Development and all of its directors, supervisors and senior

Compliance with

management have strictly abided by relevant laws and regulations of the People's

Laws and

Republic of China. Except the above matters, they have not been subject to any

Regulations and

other administrative or criminal punishments in the recent three years.

Integrity

COSCO SHIPPING Development and all of its directors, supervisors and senior

management have not been involved in any material civil litigation or arbitration in

relation to economic disputes, have not been under investigation by judicial

authorities or the CSRC as a result of suspected crime or violation of laws and

regulations and have not been subject to any administrative and regulatory measures

brought by CSRC or disciplinary actions carried out by any stock exchange for

overdue payment for large debts or failure in fulfilling undertakings during the last

three years. They have not been the subject of a public reprimand given by a stock

exchange in the last 12 months and have not been involved in other major

dishonesty.

China Shipping and all of its directors, supervisors and senior management have

strictly abided by relevant laws and regulations of the People's Republic of China.

Direct controlling

They have not been subject to any other administrative or criminal punishments,

shareholder of the

have not been involved in any material civil litigation or arbitration in relation to

Listed Company

economic disputes and have not been under investigation by judicial authorities or

and its directors,

the CSRC as a result of suspected crime or violation of laws and regulations and

supervisors and

have not been subject to any administrative and regulatory measures brought by

senior

CSRC

or disciplinary actions carried out by any stock exchange for overdue

payment for large debts or failure in fulfilling undertakings during the last five

management

years. They have not been the subject of a public reprimand given by a stock

exchange in the last 12 months and have not been involved in other major

dishonesty.

21

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

Indirect

COSCO SHIPPING and all of its directors and senior management have strictly

abided by relevant laws and regulations of the People's Republic of China. They

controlling

have not been subject to any other administrative or criminal punishments, have not

shareholder of the

Listed Company

been involved in any material civil litigation or arbitration in relation to economic

and its directors,

disputes and have not been under investigation by judicial authorities or the CSRC

supervisors and

as a result of suspected crime or violation of laws and regulations during the last

three years. They have not been the subject of a public reprimand given by a stock

senior

exchange

in the last 12 months and have not been involved in other major

management

dishonesty.

Counterparty of

COSCO SHIPPING Investment and all of its directors and senior management have

strictly abided by relevant laws and regulations of the People's Republic of China.

acquisition of

They have not been subject to any administrative (except for those apparently

assets through

unrelated to the securities market) or criminal penalties, have not been involved in

issuance of shares

and its directors

any material civil litigation or arbitration in relation to economic disputes and have

and senior

not been subject to any administrative and regulatory measures brought by CSRC

or disciplinary actions carried out by any stock exchange for overdue payment for

management

large debts or failure in fulfilling undertakings during the last five years.

DFIC Qidong and all of its directors, supervisors and senior management have

strictly abided by relevant laws and regulations of the People's Republic of China.

Target Company:

They have not been subject to any other administrative (except for those apparently

DFIC Qidong and

unrelated to the securities market) or criminal punishments, have not been involved

its directors,

in any material civil litigation or arbitration in relation to economic disputes, have

supervisors and

not been under investigation by judicial authorities or the CSRC as a result of

senior

suspected crime or violation of laws and regulations and have not been subject to

management

any administrative and regulatory measures brought by CSRC or disciplinary

actions carried out by any stock exchange for overdue payment for large debts or

failure in fulfilling undertakings during the last three years.

DFIC Qingdao and all of its directors, supervisors and senior management have

strictly abided by relevant laws and regulations of the People's Republic of China.

Target Company:

They have not been subject to any other administrative (except for those apparently

DFIC Qingdao

unrelated to the securities market) or criminal punishments, have not been involved

and its directors,

in any material civil litigation or arbitration in relation to economic disputes, have

supervisors and

not been under investigation by judicial authorities or the CSRC as a result of

senior

suspected crime or violation of laws and regulations and have not been subject to

management

any administrative and regulatory measures brought by CSRC or disciplinary

actions carried out by any stock exchange for overdue payment for large debts or

failure in fulfilling undertakings during the last three years.

DFIC Ningbo and all of its directors, supervisors and senior management have

strictly abided by relevant laws and regulations of the People's Republic of China.

Target Company:

They have not been subject to any other administrative (except for those apparently

DFIC Ningbo and

unrelated to the securities market) or criminal punishments, have not been involved

its directors,

in any material civil litigation or arbitration in relation to economic disputes, have

supervisors and

not been under investigation by judicial authorities or the CSRC as a result of

senior

suspected crime or violation of laws and regulations and have not been subject to

management

any administrative and regulatory measures brought by CSRC or disciplinary

actions carried out by any stock exchange for overdue payment for large debts or

failure in fulfilling undertakings during the last three years.

Universal Technology and all of its directors, supervisors and senior management

Target Company:

have strictly abided by relevant laws and regulations of the People's Republic of

Universal

China. They have not been subject to any other administrative (except for those

apparently unrelated to the securities market) or criminal punishments, have not

Technology and

its directors,

been involved in any material civil litigation or arbitration in relation to economic

disputes, have not been under investigation by judicial authorities or the CSRC as a

supervisors and

senior

result of suspected crime or violation of laws and regulations and have not been

subject to

any administrative and regulatory measures brought by CSRC or

management

disciplinary actions carried out by any stock exchange for overdue payment for large

debts or failure in fulfilling undertakings during the last three years.

Counterparty of

1. The shares of COSCO SHIPPING Development acquired by the company as a

Letter of

acquisition of

result of the Restructuring shall not be transferred within 36 months from the date

assets through

of completion of the issuance of such shares (the additional shares of the Listed

Undertaking on the

issuance of shares:

Company issued due to dividends and conversion of capital reserve to share capital

Lock-up Period of

Shares

COSCO

and other

relevant reasons shall also be subject to the above lock-up period

SHIPPING

arrangement).

Investment

22

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

  1. If the closing price of the shares of the Listed Company for 20 consecutive trading days is lower than the offering price of the shares under the Restructuring within 6 months after the completion of the Restructuring (in cases of ex-rights and ex- dividends matters of COSCO SHIPPING Development such as dividend distribution, bonus issue, conversion of capital reserve into share capital during this period, corresponding adjustment shall be made according to the relevant regulations of the CSRC and the SSE, which applies similarly hereunder), or if the closing price of the shares at the end of six months after the completion of the Restructuring is lower than the offering price of the shares under the Restructuring, the lock-up period of the shares of COSCO SHIPPING Development acquired by the company shall be automatically extended for 6 months.
  2. If the above lock-up period is inconsistent with the latest regulations or regulatory opinions of the securities regulatory authorities, the company will make corresponding adjustments according to the latest regulations or regulatory opinions of the relevant securities regulatory authorities.
  3. The company will faithfully fulfill the above commitments. In case of any failure to perform the obligations and responsibilities under this commitment, the company will assume the corresponding legal responsibilities in accordance with the relevant laws and regulations, departmental rules and normative documents.
  1. The shares of COSCO SHIPPING Development acquired by the company as a result of the Restructuring shall not be transferred within 36 months from the date of completion of the issuance of such shares (the additional shares of the Listed Company issued due to dividends and conversion of capital reserve to share capital and other relevant reasons shall also be subject to the above lock-up period arrangement).

Subscriber of

2. If the company directly or indirectly holds shares of COSCO SHIPPING

Development before the Restructuring, they shall not be transferred within 18

shares issued for

raising ancillary

months after the completion of the Restructuring.

funds: China

3. If the above lock-up period is inconsistent with the latest regulations or regulatory

Shipping

opinions of the securities regulatory authorities, the company will make

corresponding adjustments according to the latest regulations or regulatory opinions

of the relevant securities regulatory authorities.

The company will faithfully fulfill the above commitments. In case of any failure to

perform the obligations and responsibilities under this commitment, the company

will assume the corresponding legal responsibilities in accordance with the relevant

laws and regulations, departmental rules and normative documents.

If the company holds shares of COSCO SHIPPING Development before the

Restructuring, they shall not be transferred within 18 months after the completion

Indirect

of the Restructuring. If the above lock-up period is inconsistent with the latest

regulatory opinions of the securities regulatory authorities, the company will make

controlling

corresponding adjustments according to the latest regulatory opinions of the

shareholder of the

Listed Company:

relevant securities regulatory authorities.

COSCO

The company will faithfully fulfill the above commitments. In case of any failure to

SHIPPING

perform the obligations and responsibilities under this commitment, the company

will assume the corresponding legal responsibilities in accordance with the relevant

laws and regulations, departmental rules and normative documents.

1. During the period in which the company holds the controlling interests of COSCO

SHIPPING Development, the company and the companies under its control will not

take any actions or measures to be engaged or involved in the activities that

constitute or may constitute substantive competition with the principal businesses

Letter of

Direct controlling

of COSCO SHIPPING Development and its subsidiaries, and will not impair the

Undertaking on

shareholder of the

legal interests of COSCO SHIPPING Development and its subsidiaries, including

Avoiding

Listed Company:

but not limited to the future establishment of other subsidiaries or joint ventures or

Competitions

China Shipping

associates to be engaged in the businesses that constitute substantive competition

with the existing principal businesses of COSCO SHIPPING Development and its

subsidiaries, or be involved, directly or indirectly, in the existing principal

businesses of COSCO SHIPPING Development and its subsidiaries by any other

means.

23

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

2. If there may be substantive competition in principal business or substantive

conflicts in the interests between the company with the companies under its control

and COSCO SHIPPING Development, the company will give up or procure that the

companies under its control will give up such business opportunities that may cause

such competition, or transfer the business that may cause such competition in its

entirety from the company and the companies under its control to COSCO

SHIPPING Development at a fair market price at an appropriate time.

3. The company will not take advantage of the information obtained from COSCO

SHIPPING Development to assist the third parties to be engaged or involved in any

business activities that may result in substantive or potential competition with the

existing business of COSCO SHIPPING Development.

4. As of the signing date of this letter of undertaking, the company has been strictly

performing the Letter of Undertaking on Avoiding Competitions and Reducing

Connected Transactions issued on 11 December 2015 and the Letter of Undertaking

on Maintaining the Independence of COSCO SHIPPING Development Co., Ltd.,

Reducing Connected Transactions and Avoiding Competitions issued on 12

October 2020 and has not been involved in the violation of the undertaking. After

the completion of the Restructuring, the company will continue to strictly perform

the forgoing letters of undertaking to safeguard the interests of the Listed Company

and all shareholders of the Listed Company.

5. This letter of undertaking will be effective from the date when it is officially

signed by the company and is irrevocable. The company guarantees that it will

practically perform this undertaking and the Listed Company shall have the right to

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

1. During the period in which the company directly or indirectly holds the

controlling interests of COSCO SHIPPING Development, the company and the

companies under its control will not take any actions or measures to be engaged or

involved in the activities that constitute or may constitute substantive competition

with the principal businesses of COSCO SHIPPING Development and its

subsidiaries, and will not impair the legal interests of COSCO SHIPPING

Development and its subsidiaries, including but not limited to the future

establishment of other subsidiaries or joint ventures or associates to be engaged in

the businesses that constitute substantive competition with the existing principal

businesses of COSCO SHIPPING Development and its subsidiaries, or be involved,

directly or indirectly, in the existing principal businesses of COSCO SHIPPING

Development and its subsidiaries by any other means.

Indirect

2. If there may be substantive competition in principal business or substantive

conflicts in the interests between the company with the companies under its control

controlling

and COSCO SHIPPING Development, the company will give up or procure that the

shareholder of the

Listed Company:

companies under its control will give up such business opportunities that may cause

COSCO

such competition, or transfer the business that may cause such competition in its

entirety

from the company and the companies under its control to COSCO

SHIPPING

SHIPPING Development at a fair market price at an appropriate time.

3. The company will not take advantage of the information obtained from COSCO

SHIPPING Development to assist the third parties to be engaged or involved in any

business activities that may result in substantive or potential competition with the

existing business of COSCO SHIPPING Development.

4. As of the signing date of this letter of undertaking, the company has been strictly

performing the Letter of Undertaking of China COSCO SHIPPING Corporation

Limited on Avoiding Competitions issued on 5 May 2016, the Letter of Undertaking

on Avoiding Competitions issued on 6 May 2019 and the Letter of Undertaking on

Maintaining the Independence of COSCO SHIPPING Development Co., Ltd.,

Reducing Connected Transactions and Avoiding Competitions issued on 12

October 2020 and has not been involved in the violation of the undertaking. After

24

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

the completion of the Restructuring, the company will continue to strictly perform

the forgoing letters of undertaking to safeguard the interests of the Listed Company

and all shareholders of the Listed Company.

5. This letter of undertaking will be effective from the date when it is officially

signed by the company and is irrevocable. The company guarantees that it will

practically perform this undertaking and the Listed Company shall have the right to

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

1. The company and other companies under its control will do everything they could

to avoid and reduce potential connected transactions with the Listed Company; for

the unavoidable connected transactions or those occurring with a reasonable cause,

the company will enter into connected transaction agreements with COSCO

SHIPPING Development in compliance with the relevant laws, regulations and

regulatory documents as well as the articles of association of COSCO SHIPPING

Development and the rules regarding connected transactions and following the

general commercial principle of impartiality, fairness and openness, ensure the

fairness and compliance of the connected transactions, and carry out the procedures

on connected transactions and perform their information disclosure obligations in

accordance with the requirements of the relevant laws, regulations and regulatory

documents.

2. The company's undertakings on standardizing the connected transactions will

apply to the other companies under its control with equal effect; the company will

procure, within the range of its legal authority, that the other companies under its

Direct controlling

control will perform the obligations under the existing or potential connected

shareholder of the

transactions between them and the Listed Company.

Listed Company:

China Shipping

3. As of the signing date of this letter of undertaking, the company has been strictly

performing the Letter of Undertaking on Avoiding Competitions and Reducing

Connected Transactions issued on 11 December 2015 and the Letter of Undertaking

on Maintaining the Independence of COSCO SHIPPING Development Co., Ltd.,

Letter of

Reducing

Connected Transactions and Avoiding Competitions issued on 12

October 2020 and has not been involved in the violation of the undertaking. After

Undertaking on

the completion of the Restructuring, the company will continue to strictly perform

Standardizing and

the forgoing letters of undertaking to safeguard the interests of the Listed Company

Reducing Connected

and all shareholders of the Listed Company.

Transactions

4. This letter of undertaking will be effective from the date when it is officially

signed by the company and is irrevocable. The company guarantees that it will

practically perform this undertaking and the Listed Company shall have the right to

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

1. The company and other companies under its control will do everything they could

to avoid and reduce potential connected transactions with the Listed Company; for

the unavoidable connected transactions or those occurring with a reasonable cause,

the company will enter into connected transaction agreements with COSCO

Indirect

SHIPPING Development in compliance with the relevant laws, regulations and

regulatory documents as well as the articles of association of COSCO SHIPPING

controlling

Development and the rules regarding connected transactions and following the

shareholder of the

general commercial principle of impartiality, fairness and openness, ensure the

Listed Company:

fairness and compliance of the connected transactions, and carry out the procedures

COSCO

on connected transactions and perform their information disclosure obligations in

SHIPPING

accordance with the requirements of the relevant laws, regulations and regulatory

documents.

2. The company's undertakings on standardizing the connected transactions will

apply to the other companies under its control with equal effect; the company will

procure, within the range of its legal authority, that the other companies under its

25

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

control will perform the obligations under the existing or potential connected

transactions between them and the Listed Company.

3. As of the signing date of this letter of undertaking, the company has been strictly

performing the Letter of Undertaking of China COSCO SHIPPING Corporation

Limited on Standardizing and Reducing Connected Transactions issued on 5 May

2016 and the Letter of Undertaking on Maintaining the Independence of COSCO

SHIPPING Development Co., Ltd., Reducing Connected Transactions and

Avoiding Competitions issued on 12 October 2020 and has not been involved in the

violation of the undertaking. After the completion of the Restructuring, the company

will continue to strictly perform the forgoing letters of undertaking to safeguard the

interests of the Listed Company and all shareholders of the Listed Company.

4. This letter of undertaking will be effective from the date when it is officially

signed by the company and is irrevocable. The company guarantees that it will

practically perform this undertaking and the Listed Company shall have the right to

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

1. After the completion of the Restructuring, the company will continue to maintain

the independence of the Listed Company in terms of personnel, assets, business,

institutions and finances in accordance with the requirements of relevant laws,

regulations and regulatory documents, will not conduct any activities affecting the

personnel independence, assets independence and completeness, business

independence, institutions independence and financial independence of the Listed

Company, will not impair the interests of the Listed Company and other

shareholders and will practically safeguard the independence of the Listed Company

in terms of personnel, assets, business, institutions and finances.

2. As of the signing date of this letter of undertaking, the company has been strictly

Direct controlling

performing the Letter of Undertaking on Maintaining the Independence of the

shareholder of the

Listed Company issued on 11 December 2015 and the Letter of Undertaking on

Maintaining the Independence of COSCO SHIPPING Development Co., Ltd.,

Listed Company:

China Shipping

Reducing Connected Transactions and Avoiding Competitions issued on 12

October 2020 and has not been involved in the violation of the undertaking. After

the completion of the Restructuring, the company will continue to strictly perform

the forgoing letters of undertaking to safeguard the interests of the Listed Company

Letter of

and all shareholders of the Listed Company.

3. This letter of undertaking will be effective from the date when it is officially

Undertaking on

Maintaining the

signed by the company and is irrevocable. The company guarantees that it will

Independence of the

practically perform this undertaking and the Listed Company shall have the right to

Listed Company

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

1. After the completion of the Restructuring, the company will continue to maintain

the independence of the Listed Company in terms of personnel, assets, business,

institutions and finances in accordance with the requirements of relevant laws,

regulations and regulatory documents, will not conduct any activities affecting the

personnel independence, assets independence and completeness, business

Indirect

independence, institutions independence and financial independence of the Listed

controlling

Company, will not impair the interests of the Listed Company and other

shareholder of the

shareholders and will practically safeguard the independence of the Listed Company

Listed Company:

in terms of personnel, assets, business, institutions and finances.

COSCO

SHIPPING

2. As of the signing date of this letter of undertaking, the company has been strictly

performing the Letter of Undertaking of China COSCO SHIPPING Corporation

Limited on Maintaining the Independence of the Listed Company issued on 5 May

2016 and the Letter of Undertaking on Maintaining the Independence of COSCO

SHIPPING Development Co., Ltd., Reducing Connected Transactions and

Avoiding Competitions issued on 12 October 2020 and has not been involved in the

26

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

violation of the undertaking. After the completion of the Restructuring, the company

will continue to strictly perform the foregoing letters of undertaking to safeguard

the interests of the Listed Company and all shareholders of the Listed Company.

3. This letter of undertaking will be effective from the date when it is officially

signed by the company and is irrevocable. The company guarantees that it will

practically perform this undertaking and the Listed Company shall have the right to

supervise the performance of this letter of undertaking. If the company fails to

practically perform this letter of undertaking and it causes any actual losses to the

Listed Company, the company will compensate all direct or indirect losses of the

Listed Company arising therefrom.

Listed

Company

and its

directors,

supervisors

and

senior

management,

direct

controlling

shareholder of the

Listed

Company

1. The undertaking parties are not involved in the disclosure of inside information

and its

directors,

on the Restructuring and conducting inside trading with the information on the

supervisors

and

Restructuring;

senior

2. The undertaking parties are not involved in any prosecution or investigation for

Letter of

management,

indirect

suspected insider trading relating to the Restructuring;

Undertaking on not

Involved in the

controlling

3. The undertaking parties are not involved in any administrative penalty given by

shareholder of the

Disclosure of Inside

Information on the

Listed

Company

CSRC or criminal penalty given by judicial authority according to laws within the

Restructuring and

and its

directors,

last

36 months for suspected insider trading relating

to the Material Asset

supervisors

and

Restructuring;

Conducting Inside

Trading with the

senior

4. The undertaking parties are not involved in circumstances which would render

management,

Information on the

Restructuring

counterparties and

them being not allowed to participate in the Restructuring under Article 13 of

their directors and

Interim Regulations on the Supervision of Material Asset Restructuring Related

senior

Stocks and Unusual Transactions of Listed Companies.

management,

The undertaking parties confirm that they are willing to assume the corresponding

Target Companies

and their directors,

legal responsibilities if there are false representations in the above statements.

supervisors

and

senior

management,

relevant

intermediary

agencies and their

staff

As of the date of issuance of this letter of undertaking, (1) the company legally owns

the full rights of the Target Assets, and the ownership of the Target Assets is clear.

There is no mortgage, pledge, seizure, freezing or other restriction of rights, no trust,

entrusted shareholding or similar arrangement, and no commitment or arrangement

Counterparty of

prohibiting or restricting the transfer of the Target Assets;

(2) Shanghai Universal

Logistics Technology Co., Ltd, Dong Fang International Container (Qidong) Co.,

Letter of

acquisition of

Ltd.,

Dong Fang International Container (Ningbo) Co.,

Ltd. and Dong Fang

assets through

Undertaking on the

International Container (Qingdao) Co., Ltd. were legally established and have been

issuance of shares:

Ownership of the

validly existing, and there

is

no defect in

their contribution, and there is

no

Target Assets

COSCO

circumstance that would

or

might lead

to their dissolution, liquidation

or

SHIPPING

bankruptcy; (3) There is no litigation, arbitration or other dispute of any form in

Investment

which the Target Assets are the objects of dispute, there are no pending or potential

lawsuits, arbitrations or any other administrative or judicial proceedings that may

result in the seizure, freezing or restriction of the transfer of the Target Assets held

by the company by the relevant judicial or administrative authorities, and there is

no legal obstacle to the transfer or assignment of such assets.

Letter of

Directors and

1. I

undertake not to transfer

benefits to

other entities

or individuals for

no

consideration or with unfair conditions, and not to adopt other means to damage the

Undertaking on

senior

Company's interests.

Dilution of Current

management of

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Summary of Report on Acquisition of Assets and Raising Ancillary

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Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

Returns and Taking

the Listed

2. I undertake to constrain position-related expenses.

Remedial Measures

Company

3. I undertake not to utilize the Company's assets to engage in investment and

consumption activities that are not related to the performance of duties.

4. I undertake to link the remuneration system formulated by the board of directors

or the Remuneration and Appraisal Committee with the implementation of the

Company's measures to make remedies for returns.

5. I guarantee to link the conditions of the exercise of the Company's equity

incentives with the implementation of the Company's measures to make remedies

for returns.

6. From the issuance date of this undertaking to the completion of the

implementation of the Restructuring, if the CSRC makes other new regulatory

requirements relating to measures to make up for returns and related undertakings

and the foregoing undertakings fall short of meeting such new requirements of the

CSRC, I undertake to give supplementary undertakings in accordance with the latest

requirements of the CSRC.

7. I guarantee to practically fulfill the measures formulated by the Company in

relation to making up for returns and any undertakings with respect to the measures

in relation to making up for returns. In case of any breach of the above undertakings

and losses to the Company or investors, I agree to assume the compensation

liabilities for the Company or investors.

1. The company will not go beyond its power and interfere with the operation and

management activities of COSCO SHIPPING Development and shall not impair the

interests of COSCO SHIPPING Development.

2. The company will practically implement measures on making up for returns

prepared by COSCO SHIPPING Development and this undertaking. If it causes

Direct controlling

losses to COSCO SHIPPING Development or investors due to the violation of this

undertaking or the refusal to perform this undertaking, the company agrees to

shareholder of the

assume the corresponding legal responsibilities in accordance with laws and

Listed Company:

regulations as well as relevant rules of securities regulatory authorities.

China Shipping

3. From the issuance date of this undertaking to the completion of the

implementation of the Restructuring by COSCO SHIPPING Development, if the

CSRC makes other new regulatory requirements relating to measures to make up

for returns and related undertakings and the foregoing undertakings fall short of

meeting such new requirements of the CSRC, the company undertakes that it will

give supplementary undertakings in accordance with latest requirements of the

CSRC.

1. The company will not go beyond its power and interfere with the operation and

management activities of COSCO SHIPPING Development and shall not impair the

interests of COSCO SHIPPING Development.

2. The company will practically implement measures on making up for returns

prepared by COSCO SHIPPING Development and this undertaking. If it causes

Indirect

losses to the company or investors due to the violation of this undertaking or the

controlling

refusal to perform this undertaking, the company agrees to assume the

shareholder of the

corresponding legal responsibilities in accordance with laws and regulations as well

Listed Company:

as relevant rules of securities regulatory authorities.

COSCO

SHIPPING

3. From the issuance date of this undertaking to the completion of the

implementation of the Restructuring by COSCO SHIPPING Development, if the

CSRC makes other new regulatory requirements relating to measures to make up

for returns and related undertakings and the foregoing undertakings fall short of

meeting such new requirements of the CSRC, the company undertakes that it will

give supplementary undertakings in accordance with latest requirements of the

CSRC.

Letter of

Counterparty of

The company confirms that there are no disputes on the ownership of the properties

acquisition of

of the Target Companies without certificates. There is no mortgage, judicial seizure,

Undertaking on

assets through

freezing or other restriction of rights with no significant and adverse effects on the

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Name of

Undertaking

Major content of undertaking

undertaking issued

party(ies)

Relevant Matters on

issuance of shares:

production and operation of the Target Companies. It is applying for the ownership

the Transaction

COSCO

certificates for the office building and the comprehensive building of DFIC Ningbo

SHIPPING

and there are no substantial legal barriers in obtaining the ownership certificates.

Investment

The company undertakes that if COSCO SHIPPING Development and/or the Target

Companies suffers any losses (including but not limited to losses arising from

disputes over the ownership of the properties without certificates, the relocation as

a result of being ordered to demolish by competent authorities and administrative

punishment by competent authorities) due to the above properties without

certificates after the completion of the Transaction, such losses of COSCO

SHIPPING Development and/or the Target Companies will be fully compensated

by the company based on the request of COSCO SHIPPING Development.

XI. Opinions in Principle of the Controlling Shareholders of the Listed Company and the Persons Acting in Concert on the Restructuring

China Shipping, the direct controlling shareholder of the Listed Company, has issued the Opinions in Principle on the Restructuring and Commitment on the Shareholding Reduction Plan of China Shipping Group, stating that the Restructuring is conducive to enhancing the business scale of COSCO SHIPPING Development, enhancing the sustainable business capability of COSCO SHIPPING Development, and safeguarding the interests of COSCO SHIPPING Development and all its shareholders. The Company and its persons acting in concert agree to the Restructuring in principle. This Letter of Commitment shall be legally binding upon the Company from the date of signing. The Company is willing to bear all legal liabilities for all the economic losses, claims and additional expenses caused to COSCO SHIPPING Development due to the breach of the above commitments.

COSCO SHIPPING, the indirect controlling shareholder of the Listed Company has issued the Opinions in Principle on the Restructuring and Commitment on the Shareholding Reduction Plan of COSCO Shipping, stating that the Restructuring is conducive to enhancing the business scale of COSCO SHIPPING Development, enhancing the sustainable business capacity of COSCO SHIPPING Development, and safeguarding the interests of COSCO SHIPPING Development and all its shareholders. The Company and its persons acting in concert agree to the Restructuring in principle. This Letter of Commitment shall be legally binding upon the Company from the date of signing. The Company is willing to bear all legal liabilities for all the economic losses, claims and additional expenses caused to COSCO SHIPPING Development due to the breach of the above commitments.

In summary, the direct controlling shareholder and the indirect controlling shareholder of the Listed Company have agreed to this Restructuring in principle and have no objection to this Restructuring.

XII. Shareholding Reduction Plan of the Controlling Shareholders and the Persons Acting in Concert with them, the Directors, Supervisors and Senior Officers of the Listed Company from the Date of Resumption in Relation to the Restructuring to the Completion of Implementation

China Shipping, the direct controlling shareholder of the Listed Company, has made the following commitment for the shareholding reduction plan: From the date of resumption in relation to the Restructuring to the completion of implementation/termination of the Restructuring, the Company does not have the plan to reduce its shareholding in COSCO SHIPPING Development. The additional shares of COSCO SHIPPING Development acquired by the Company due to dividends and conversion of capital reserve to share capital of COSCO SHIPPING Development and other relevant reasons shall also be subject to the above arrangement. This Letter of Commitment shall be legally binding upon the Company from the date of signing. The Company is willing to bear all legal liabilities for all the economic losses, claims and additional expenses caused to COSCO SHIPPING Development due to the breach of the above commitments.

COSCO SHIPPING, the indirect controlling shareholder of the Listed Company, has made the following commitment for the shareholding reduction plan: From the date of resumption in relation to the Restructuring to the completion of implementation/termination of the Restructuring, the Company does not have the plan to reduce its shareholding in COSCO SHIPPING Development. The additional shares of COSCO SHIPPING Development acquired by the Company due to dividends and conversion of capital reserve to share capital of COSCO SHIPPING Development and other relevant reasons shall also be subject

29

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Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

to the above arrangement. This Letter of Commitment shall be legally binding upon the Company from the date of signing. The Company is willing to bear all legal liabilities for all the economic losses, claims and additional expenses caused to COSCO SHIPPING Development due to the breach of the above commitments.

As of the signing date of the Summary of the Report, none of the directors, supervisors and senior officers of the Listed Company has the plan to reduce its shareholding, and they have made the following commitment for the shareholding reduction plan: From the date of resumption in relation to the Restructuring to the completion of implementation/termination of the Restructuring, I do not have the plan to reduce the shareholding in COSCO SHIPPING Development. The additional shares of COSCO SHIPPING Development I acquire due to dividends and conversion of capital reserve to share capital of COSCO SHIPPING Development and other relevant reasons shall also be subject to the above arrangement. This Letter of Commitment shall be legally binding upon me from the date of signing. I am willing to bear the several and joint liabilities for the losses caused to COSCO SHIPPING Development due to the breach of the above commitments.

XIII. Arrangements for the protection of rights and interests of small and medium investors in the Transaction

In order to protect the legitimate rights and interests of investors, especially small and medium investors, the following arrangements and measures will be taken in the Transaction:

(I) Strict fulfilling of the information disclosure obligation of the Listed Company

The Company and the relevant information disclosure obligor will perform the obligation of information disclosure in strict accordance with the requirements of the Measures for Administration of the Restructuring and the Administrative Measures for the Information Disclosure of the Listed Companies, and make fair disclosure to all investors of the major events that may have a significant impact on the trading price of the shares of the Listed Company. After the disclosure of the Report, the Company will continue to perform its information disclosure obligations, and timely, accurately and fairly disclose to all investors the major events that may have a great impact on the trading price of the shares of the Listed Company and the progress of the Transaction in accordance with the requirements of relevant laws and regulations.

(II) Employing intermediaries with relevant qualifications

In the Transaction, the Company will employ professionally qualified independent financial advisors, legal advisors, audit firms and assessment agencies to supervise and provide professional opinions on the Transaction Scheme and the whole process, so as to ensure that the Transaction pricing is fair, equitable and reasonable and does not damage the interests of other shareholders.

  1. Strictly implementing the relevant review procedures
    The Company will strictly comply with the Company Law, the Measures for Administration of the

Restructuring and other relevant laws and regulations, and strictly implement the relevant review procedures in the whole process of the Transaction. The Transaction constitutes a connected transaction, and its implementation is subject to the relevant laws and regulations and the internal review and approval procedures of the Company in this regard. The interested directors have abstained from voting on the Transaction proposals, and the approval and independent opinions of the independent directors on the Transaction have been obtained in advance. The proposals related to the Transaction will be submitted to the general meeting of the Company for review and voting by the uninterested shareholders.

(IV) Arrangement for voting at general meeting and online voting

In accordance with the Measures for Administration of the Restructuring and other relevant regulations, the Board will issue an indicative announcement before the holding of general meeting to review the Transaction scheme to remind the shareholders of attending the general meeting to review the Transaction scheme. The Company will adopt the voting method combining on-site voting and online voting in accordance with the Provisions on Strengthening the Protection of the Rights and Interests of Shareholders of Public Shares and other relevant regulations of the CSRC, so as to provide convenience for shareholders attending the general meeting and fully protect the rights of the small and medium investors to exercise their voting rights.

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Funds through Issuance of Shares and Connected Transactions (Draft)

(V) Lock-up period arrangement

The counterparty for asset acquisition by issuing shares and the subscribers of the shares issued for raising ancillary funds have both issued the commitment on lock-up period. For details, please refer to "VI. Specific scheme for acquisition of assets through issuance of shares - (V) Lock-up period arrangement" under the "Notice on Material Events" and "VII. Specific scheme for raising ancillary funds - (IV) Lock-up period arrangement" under the "Notice on Material Events" in the Summay of this Report.

(VI) Ensuring the equity and fairness of the pricing of the Transaction

For this Transaction, the Listed Company have hired accounting, asset assessment agencies to conduct audits and assessments, so as to ensure the pricing of this Transaction is just, fair and reasonable. The price of this Transaction is based on the evaluation results issued by an asset assessment institution that meets the requirements of the Securities Law and filed by the authorized state-owned asset supervision and management institution, and is determined by the parties to the Transaction through negotiation. Independent Directors have issued an independent opinion on the fairness of the assessment and pricing involved in this Transaction.

(VII)The diluted returns in the current period due to the Restructuring and related remedial measures

1. The impact of this Transaction on the dilution of earnings per share in the current period According to the 2020 Audit Report and the Pro Forma Review Report, the earnings per share of the

Listed Company before and after the Transaction is as follows:

Item

Year of 2020

Before the Transaction

After the Transaction

(Pro Forma)

Net profit attributable to the owner of the parent company

213, 051.68

214, 127.64

(RMB'0,000)

Basic earnings per share (RMB)

0.16

0.14

Note: The above pro forma data does not take into account the impact of the financing of ancillary funds

According to the measurement result of the above table, after the completion of this Transaction, there will be dilution on the current returns of the Listed Company, the main reasons for which include: (1) FIL, a subsidiary of the Listed Company, is the world's second largest container leasing company, and in 2020, DFIC Qidong, DFIC Qingdao and DFIC Ningbo had sold certain container products through its parent company COSCO SHIPPING Investment to FIL. After the purchase of such container products, FIL carried out the container rental business and formed a fixed asset in its balance sheet. When preparing "The Pro Forma Review Report", the gross profit of this part of the Target Companies' business had been offset by FIL's fixed assets formed by the purchase of the containers through COSCO SHIPPING Investment, which had reduced the original value of FIL's fixed assets and reduced the gross profit of the Target Companies, resulting in the pro forma net profit being less than the sum of the net profit of the Target Companies and COSCO SHIPPING Development; (2) the total share capital of the Listed Company after completion of this transaction will increase accordingly.

2. Measures taken to prevent and respond to the dilution of current returns due to this Transaction and to improve future returns by the Listed Company

(1) Remedial measures to make up the diluted current returns

In order to cope with the risk of the dilution of its current returns due to this transaction, the Listed Company has developed the following measures to make up the diluted current returns based on its own business characteristics. But making remedial measures do not represent that the Listed Company is making guarantees for future profits, and investors should not make their decisions accordingly, for which risk investors should pay attention to.

  • Actively strengthening business management and improving continuous operation capacity

Through this Transaction, the Company will consolidate the target companies' container manufacturing business, improve the location layout, increase product varieties, and strengthen scientific reaserch and development capabilities, so as to consolidate and improve their competitive position in the industry. After this Transaction, the Company will strengthen the business management of the target companies, further play synergies of the production, sales and management of the target companies and the

31

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Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Listed Company, improve their operating efficiency, thus improving the continuous operation capability of the Listed Company.

  • Continuous improvement of corporate governance to provide institutional guarantee for the Company's development

The Company has established and improved its legal governance structure to standardize its operation; set up a complete independent operation mechanism that includes general meetings, board of directors, supervisors and management; put in place independent, efficient and intensive functional institutions that adapt to the Company's production and operation, and formulated corresponding job responsibilities to create a clear and mutually restricted responsibility system between the various functional departments. With reasonable and effective institutions, the general meeting of shareholders, board of directors, supervisors and management have achieved good balance in operation under clearly defined powers and responsibilities, mutual checks, forming a more reasonable, complete, and effective corporate governance and management framework. The Company will continue to abide by the provisions of relevant laws, regulations and normative documents such as the Company Law and Securities Law, to constantly improve its structure of governance, and to earnestly protect the rights and interests of investors, especially small and medium investors, providing institutional guarantee for the Company's development.

  • Strictly implementing profit distribution policies to improve investor return mechanism

The Company will strictly implement the provisions of relevant laws, regulations and normative documents including the Company Law, the Notice on further Implementation of Cash Dividends in the Listed Companies, and Guideline No. 3 of Listed Companies Guidelines - Cash Dividend of Listed Companies, follow the provisions on profit distribution in the Articles of Association of COSCO SHIPPING Development Co., Ltd., continue to implement a continuous, stable and proactive profit distribution policy, further improve the profit distribution system, and promote more profit distribution to shareholders when appropriate, so as to allow continuous, stable, and scientific returns to investors, and effectively protect the legitimate rights and interests of public investors.

(2) Commitments about making up the diluted current returns

The controlling shareholders, directors, and senior officers of the Listed Company have made, according to the relevant provisions of CSRC, relevant commitments to ensure that remedial measures for this Transaction are effectively implemented, which are as follows:

  • The direct controlling shareholder of the Listed Company, China Shipping makes the following commitments:

"1. The company will not exceed its authority to interfere in the operation and management of COSCO SHIPPING Development, and will not infringe on the interests of COSCO SHIPPING Development.

  1. The company will earnestly fulfill the remedial measures formulated by COSCO SHIPPING Development and these commitments. If it violates or refuses to fulfill these commitments, causing losses to COSCO SHIPPING Development or its investors, the company agrees to undertake corresponding legal responsibilities according to the relevant regulations of the law, regulations and securities regulators.
  2. During the period from the issuance date of this commitment letter to the completion of the implementation of the Resrtucturing by COSCO SHIPPING Development, if any new regulatory requirement is put forward by CSRC concerning the remedial measures or the commitments, and the aforesaid commitments cannot meet the requirement of CSRC, the company undertakes it will then issue additional commitments in accordance with the latest regulations of CSRC."
  • The indirect controlling shareholder of the Listed Company, COSCO SHIPPING makes the

following commitments:

"1. The company will not exceed its authority to interfere in the operation and management of COSCO SHIPPING Development, and will not infringe on the interests of COSCO SHIPPING Development.

2. The company will earnestly fulfill the remedial measures formulated by COSCO SHIPPING Development and these commitments. If it violates this commitment or refuses to fulfill these commitments, causing losses to COSCO SHIPPING Development or its investors, the company agrees to undertake

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

corresponding legal responsibilities according to the relevant regulations of the law, regulations and securities regulators.

3. During the period from the issuance date of this commitment letter to the completion of the implementation of the Restructuring by COSCO SHIPPING Development, if any new regulatory requirement is put forward by CSRC concerning the remedial measures or the commitments, and the aforesaid commitments cannot meet the requirement of CSRC, the company undertakes it will then issue additional commitments in accordance with the latest regulations of CSRC."

  • Directors and senior officers of the Listed Company make the following commitments:

"1. I am personally committed not to conveying any benefit to other entities or individuals without pay or with unfair conditions, or damaging the interests of the Bank otherwise.

  1. I am personally committed to imposing constraints on position-related expenditures.
  2. I am personally committed not to making any investment or consumption irrelevant to my performance of duties using the company's assets.
  3. I am personally committed to linking the salary system formulated by the Board or the Nomination and Remuneration Committee with the implementation of the company's remedial measures.
  4. I am personally committed to linking proposed vesting condition of equity incentive with the implementation of the company's remedial measures.
  5. During the period from the issuance date of this commitment letter to the completion of the Restructuring, if any new regulatory requirement is put forward by CSRC concerning the remedial measures or the commitments, and the aforesaid commitments cannot meet the requirement of CSRC, I am personally committed to making additional commitments in accordance with the latest requirement of CSRC.
  6. I am personally committed to effectively fulfill the company's relevant remedial measures and the commitments made thereon. If I violate these commitments and cause losses to the company or its investors, I am willing to bear the responsibility for compensation to the company or its investors in accordance with the law."

XIV. Qualification of the independent financial advisor for the Transaction in the securities business

The Listed Company has employed CICC as the independent financial advisor for the Transaction. CICC was established with the approval of the CSRC in accordance with the laws, and is qualified to provide financial advisory, sponsoring and underwriting services.

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Funds through Issuance of Shares and Connected Transactions (Draft)

Notice on Material Risks

Investors shall also take the following risks into particular consideration when evaluating the Restructuring of the Company.

I. Risks related to the Transaction

  1. Risk that the Transaction may be suspended, discontinued or canceled
    1. In the process of planning and implementing the Transaction, the Listed Company has developed a strict management system for insider information and both parties to the Transaction have taken strict confidentiality measures to minimize the number of persons with access to the insider information to reduce the possibility of insider information dissemination. The stock price fluctuations of the Company within 20 trading days before the suspension of stock trading resulting from planning the restructuring did not reach the threshold stipulated in Article 5 of the Notice No. 128. However, the possibility of the insider trading by the relevant institutions and individuals using insider information of the Transaction cannot be eliminated. Therefore, there is a risk that the Transaction will be suspended, terminated or canceled due to the abnormal fluctuation of the Company's stock price or the abnormal transaction of the Company's stock;
    2. There is a risk that the Transaction will be suspended, discontinued or canceled due to the unforeseeable sharp decline in performance of the Target Companies or other material adverse events;
    3. There is certain time span from the signing date of the relevant restructuring agreement to the final implementation of the Restructuring, during which the market environment may change substantially and thus affect the operation decisions of the Listed Company, the counterparty and the Target Assets in the Restructuring, and it is possible that the Transaction may be suspended, discontinued or canceled;
    4. Other unforeseeable events that may result in the suspension, discontinuation or cancellation of the Transaction.

If the Restructuring is suspended, discontinued or canceled due to any of the above or other reasons, and the Listed Company plans to restart the restructuring, the Transaction Scheme, the transaction pricing and other terms and conditions related to the transaction may be materially different from the restructuring plan disclosed in the summary of the Report. Investors are advised to pay attention to the relevant risks.

(II) Risk related to approvals

The filing, approval and authorization required for the Transaction include but are not limited to:

  1. Approval of the competent state-owned assets supervision and management authority on the formal plan of the Transaction;
  2. Whitewash waiver and consent for special transaction for the Transaction granted by the Executive Officer of the SFC;
  3. Waiver of the general meeting of the Listed Company, exempting COSCO SHIPPING Investment and China Shipping and persons acting in concert with them from the tender offer obligation related to the Transaction;
  4. Approval of the general meeting, Classified Shareholder Meeting of A Shares and Classified Shareholder Meeting of H Shares of the Listed Company on the Transaction plan;
  5. Approval of the CSRC on the Transaction;
  6. After the completion of this Transaction, the relevant parties still need to fulfill the obligation of reporting information related to foreign investment to the competent commerce department in accordance with the Foreign Investment Law of the People's Republic of China and other relevant laws and regulations and regulatory documents.

As of the signing date of the Summary of the Report, the above approvals have not been obtained. Whether the Company can get and when it gets the final approval are uncertain. The Company will provide

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COSCO SHIPPING Development Co., Ltd.

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Funds through Issuance of Shares and Connected Transactions (Draft)

timely updates on the progress of the Restructuring. Investors are advised to pay attention to the approval risks of the Transaction.

  1. Risk of failure to implement supporting fund-raising or the financing amount being lower than expected
    The Listed Company intends to raise ancillary funds in the form of non-public offering of shares to no more than 35 (inclusive of 35) qualified specific investors including China Shipping, with the total proceeds not exceeding RMB1.464 billion and not exceed 100% of the transaction price of the assets to be purchased by issuing shares in the Restructuring, and the number of shares issued not exceeding 30% (3,482,437,500 shares) of the total share capital of the Listed Company before the Transaction. The final number of shares to be issued is subject to the number approved by the China Securities Regulatory Commission, and is determined by the Company's board of directors or a person authorized by the board of directors in accordance with the authorization of the general meeting of shareholders and the actual situation at the time of the issuance. Due to the impact of stock market price fluctuations, investor expectations and regulatory review, there are uncertainties in the implementation of the fund-raising. In case of failure to implement fund-raising or the financing amount being lower than expected, the Listed Company may need to raise the required funds through its own funds or other financing methods, which will have an impact on the use of funds and financial position of the Company. Investors are advised to pay attention to the relevant risks.

II. Risks related to the Target Assets

(I) Risk related to macroeconomic fluctuations

The Target Companies mainly engage in container manufacturing and sales business. The prosperity of the container manufacturing industry is closely related to the global economic development and container freight trade. The operating result, financial position and development prospects of the Target Companies are affected by the fluctuations in global macroeconomic and shipping demand to a large extent. Under the backdrop of continuous development of the global COVID-19 pandemic, the overall slowdown of the global economy, the cyclical fluctuations of the macro economy, and the existence of risks of trade frictions among major countries, any decline in the demand for global shipping and container may have an adverse impact on the operating conditions of the Target Companies.

(II) Risk related to the container manufacturing industry

At present, the global container manufacturers are basically located in China, and the industry is dominated by several large enterprises. Therefore, high concentration in the industry leads to fierce competition. If there is any major change in the competition pattern and status among the major manufacturers, it will directly cause the fluctuation in the overall situation of the container manufacturing industry. If the Target Companies cannot effectively cope with such changes, its operating results and financial position may be adversely affected. In addition, due to the outbreak of COVID-19, the container manufacturing industry has experienced regional and structural demand fluctuations. If there is any decline in demand in the future, the operating results and financial position of the Target Companies may be adversely affected.

  1. Risk related to change in industry policies
    The Target Companies engage in the manufacturing industry, for which, in recent years, the relevant

governmental authorities of China have launched a series of policies and measures to promote the transformation and upgrading of the manufacturing industry and improve the level of intelligent manufacturing, so as to enhance the core competitiveness of the manufacturing industry. If there is any significant change to the industry policies in the future, there may be great impact on the production standard and business model of container manufacturing industry. If the Target Companies fail to take effective measures to address the major changes of industrial policies in the future and fails to continuously improve its core competitiveness, the production and operation of the Target Companies may be adversely affected.

(IV) Risk related to the change in environmental protection policies and standards

Container manufacturing involves pollutant emissions including solid waste, wastewater and exhaust, especially the emission of volatile organic compounds (VOCs) produced by container spraying. In order to fully implement environmental protection, the container industry has already implemented environmental standards, led by the Ministry of Ecology and Environment in the formulation of which. And there are also regulations and policies on VOCS pollution prevention in various areas. If our country's relevant

35

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

environmental policies or standards change significantly in the future, environmental protection requirements for the container manufacturing industry may be enhanced greatly, which may lead to further increased environmental investment, or lead to reduced production capacity as a result of temporary shutdown and transformation to meet environmental protection requirements, thereby resulting in the adverse impact on the short-term business performance of Target Companies.

(V)Risk of performance decline of the Target Companies.

It is uncertain whether the Target Companies can obtain sufficient valuable orders in the market after the Transaction is completed. If affected by market changes, international environment and other factors after the Transaction is completed, the capacity of the Target Companies cannot be digested and the expected synergies or economies of scale effect cannot be generated after the acquisition, there exists the risk of performance decline of the Target Companies.

In addition, if the global pandemic of COVID-19 can be effectively controlled in the future, the structure and regional distribution of global available containers is adjusted, and the increase in container turnover rate leads to an increase in the number of available containers in the market, container demand and sales prices may tend to stabilize or decline in the short term, thus producing a phased impact on the container manufacturing industry, leading to the risk of decline in the performance of the Target Companies.

(VI) Risk of fluctuation in raw material supply and price

The raw materials used by the Target Companies in the production process include steel, flooring, paint, etc. If the main raw material supplier of the Target Companies cannot guarantee the quantity or quality of raw materials purchased by the Target Companies due to external force majeure, or large price fluctuation of the main raw materials is caused due to major changes in the macroeconomic environment, the production and operation of the Target Companies will be adversely affected.

(VII) Risk of changes in asset and liability structure of the Target Companies

Affected by the recovery of the container market, the business scale of the target companies in 2020 had increased rapidly, leading to an increase in demand for operating funds. In order to meet operational needs, DFIC Qingdao, DFIC Ningbo, and DFIC Qidong borrowed more short-term loans in 2020, causing their debt-to-asset ratios at the end of 2020 to increase compared to the end of 2019. At the same time, as a result that other payables and other current liabilities have increased significantly due to funds related to allocation and capital pools, Universal Technology's debt-to-asset ratio at the end of 2020 increased significantly compared with the end of 2019. If there is an adverse change in the macroeconomic situation or credit crunch, and the collection of sales payment slows down, the target companies may face greater capital pressure risk in the future. In this case, if the target companies cannot obtain funds for development through other channels, their business development may be adversely affected.

(VIII) Risk related to ownership certificates of some properties to be obtained

As of the date of signing the Summary of the Report, some properties of the target companies have not yet obtained the ownership certificate. The Target Companies have been actively improving the defects of these properties, but there are still uncertainties that the target companies are unable to obtain the ownership certificate as scheduled and therefore unable to continue to occupy or use the specific property. For details, please refer to "IV. Basic information of Target Assets - 1. Basic information of Target Assets - (1) Dong Fang International Container (Qidong) Co., Ltd.#(寰宇東方國際集裝箱(啟東)有限公司) - 5). Main assets, external guarantees and major liabilities, contingent liabilities", "(2) Dong Fang International Container (Qingdao) Co., Ltd. #(寰宇東方國際集裝箱(青島)有限公司) -5). Main assets, external guarantees and major liabilities, contingent liabilities" and "(3) Dong Fang International Container (Ningbo) Co., Ltd.#(寰 宇東方國際集裝箱(寧波)有限公司) - 5). Main assets, external guarantees and major liabilities, contingent liabilities" of the Report.

(IX) Risk related to related transactions

During the Reporting Period, due to historical reasons and business models of the Target Companies, they have conducted indirect sales of certain products through the related party COSCO SHIPPING Investment, leading to a relatively high ratio of related sales. After the completion of this Transaction, the Target Companies are expected to suspend indirect sales through COSCO SHIPPING Investment, to reduce

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COSCO SHIPPING Development Co., Ltd.

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the corresponding related transactions. In order to further standardize and reduce the related transactions after this Transaction, COSCO SHIPPING and China Shipping have issued commitments to avoid and reduce the future related transactions that may occur with the Listed Company; for related transactions that cannot be avoided or have reasonable reasons, the general business principles of equity, fairness, and openness will be followed in accordance with relevant laws, regulations, and normative documents, as well as the Articles of Association and related transaction systems of the Listed Company, to ensure the fairness and compliance of such related transactions, and relevant procedures for related transaction and information disclosure obligations in accordance with the requirements of relevant laws, regulations and normative documents will be followed. If related transactions run against the principles of marketization and fairness in the future, or COSCO SHIPPING and China Shipping violate their relevant commitments, it will have an impact on the interests of non-related shareholders.

(X) Integration risk after the completion of acquisition

After the completion of this Transaction, the Target Companies will become wholly-owned subsidiaries of the Listed Company, and the Listed Company will integrate the management system, strategic planning, business system, corporate culture of target companies into its original ones.

At the same time, due to significant expansion in its scale of the asset and the team, the Listed Company needs to make certain adjustments to the organizational structure. If the organizational structure and management of the Listed Company cannot adapt to the business changes and the expansion in asset and staff upon the Restructuring, and cannot form effective management and control of the restructured business and exert a synergistic effect, the Company's production and operation efficiency may be affected adversely by a certain degree.

There is risk in whether the implementation of the integration of Listed Company and the target companies can be carried out smoothly, and whether they can achieve the expected effect after integration.

(XI) Risk related to the failure in fulfilling the performance commitments

In this Transaction, the counterparty to the sale of assets, COSCO SHIPPING Investment, has made performance commitments on the target assets. For details, please refer to Acquisition of assets"VI. Specific scheme for Acquisition of assets through issuance of shares - (9) Performance commitments and compensation" in "Notice on Material Events" in the Summary of this Report. The target companies' management will operate diligently and do its utmost to ensure the achievement of the aforementioned performance commitments. However, changes in factors such as the macroeconomic environment, industry development trends, industrial policies, and unexpected events during the performance commitment period may adversely affect the operation and management of the target companies. If the operating conditions of the Target Companies fail to meet expectations, it may result in the failure to fulfill the performance commitments, which will affect the overall operating performance of the Listed Company. Investors are reminded to pay attention to the risk that the performance commitments of the target assets cannot be realized.

III. Other Risks

(1) Risk of stock market volatility

The stock market price not only depends on the business performance of the enterprise, but also on factors such as macroeconomic cycle, interest rate, supply and demand of funds, etc. In addition, it will also fluctuate due to changes in the international and domestic political and economic, and the investors' psychological factors. Therefore, stock trading is a risky investment activity for which investors should be fully prepared. The Transaction is subject to the approval of the CSRC, with uncertain time limit to obtain the approval. During the uncertain period, the stock market price may fluctuate. Investors are advised to pay attention to relevant risks.

(2) Other risks

It is possible that the Company may be subject to adverse impact due to other uncontrollable factors such as politics, economy, natural disasters and epidemics. Investors are advised to pay attention to relevant risks.

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Definitions

In the Summary of this Report, unless the context otherwise requires, the expressions below shall have the following meanings:

  1. General terms

"Listed Company, Company,

COSCO SHIPPING Development Co., Ltd.(A-share stock code: 601866.SH;

COSCO

SHIPPING

H-share stock code: 02866.HK), formerly known as China Shipping

Development"

Container Lines Company Limited

"CSCL"

China Shipping

Container

Lines

Co., Ltd.,

the predecessor of Listed

Company

"CSCL"

China Shipping

Container

Lines

Company

Limited, the corresponding

abbreviation before renaming of Listed Company is completed

"Shanghai Universal"

Shanghai Universal Logistics Equipment Co., Ltd., indirect wholly-owned

subsidiary of the Listed Company

"China

Shipping,

direct

China Shipping Group Company Limited, known as China Shipping (Group)

controlling shareholder"

Company before the Restructuring

"China Shipping"

China Shipping (Group) Company, the predecessor of China Shipping Group

Company Limited

"China Seaman Company"

China Seaman Foreign Technology Services Company, the predecessor of

China Shipping Group Company Limited

"COSCO

SHIPPING,

indirect

controlling

China COSCO SHIPPING Corporation Limited

shareholder"

"COSCO

SHIPPING

COSCO SHIPPING Investment Holdings Co., Ltd., formerly known as

Investment, the counterparty"

COSCO SHIPPING Financial Holdings Co., Ltd.

"CS Financial"

COSCO SHIPPING Financial Holdings Co., Limited, the former name of

COSCO SHIPPING Investment Holdings Co., Limited

"China

Shipping

(Hong

China Shipping

(Hong Kong) Holdings Co., Ltd., the former name of

Kong) "

COSCO Shipping Investment Holdings Co., Limited

"COSCO SHIPPING Lines"

COSCO SHIPPING Lines Co., Ltd.

"DFIC Qidong"

Dong Fang International Container (Qidong) Co., Ltd.#(寰宇東方國際集裝

箱(啟東)有限公司)

"Qidong Singamas"

Qidong Singamas Energy Equipment Co., Ltd., the former name of Dong

Fang International Container (Qidong) Co., Ltd.

"DFIC Qingdao"

Dong Fang International Container (Qingdao) Co., Ltd. #(寰宇東方國際集

裝箱(青島)有限公司)

"Qingdao Pacific Container"

Qingdao Pacific

Container Co., Ltd., the former name of Dong Fang

International Container (Qingdao) Co., Ltd.

"Qidong Port"

Dong Fang International Port (Qidong) Co., Ltd. #(寰宇東方國際港務(啟

東)有限公司), a wholly-owned subsidiary of DFIC Qingdao

"DFIC Ningbo"

Dong Fang International Container (Ningbo) Co., Ltd.#(寰宇東方國際集裝

箱(寧波)有限公司)

"Ningbo Pacific Container"

Ningbo Pacific Container Co., Ltd., the former name of Dong Fang

International Container (Ningbo) Co., Ltd.

"Universal Technology"

Shanghai Universal Logistics Technology Co., Ltd.#(上海寰宇物流科技有

限公司)

"Dong

Fang

International

Dong Fang International Container (Hong Kong) Co., Ltd. , a wholly-owned

(Hong Kong)"

subsidiary of Shanghai Universal Logistics Equipment Co., Ltd.

"Singamas

Container

Singamas Container Technical & Development (Shanghai) Co. Ltd., a

Technical"

former name of Shanghai Universal Logistics Technology Co., Ltd.

"Singmas

Container

Singmas Container Holdings (Shanghai) Limited, the former name of

(Shanghai)"

Shanghai Universal Logistics Technology Co., Ltd.

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Dong Fang International Container (Qidong) Co., Ltd. # (寰宇東方國際集

裝箱(啟東)有限公司), Dong Fang International Container (Qingdao) Co.,

"Target

Companies, trading

Ltd. # (寰宇東方國際集裝箱(青島)有限公司), Dong Fang International

target"

Container (Ningbo) Co., Ltd. # (寰宇東方國際集裝箱(寧波)有限公司),

Shanghai Universal Logistics Technology Co., Ltd. # (上海寰宇物流科技有

限公司)

Dong Fang International Container (Qidong) Co., Ltd. # (寰宇東方國際集

"target container factories"

裝箱(啟東)有限公司), Dong Fang International Container (Qingdao) Co.,

Ltd. # (寰宇東方國際集裝箱(青島)有限公司), Dong Fang International

Container (Ningbo) Co., Ltd. # (寰宇東方國際集裝箱(寧波)有限公司)

"Target Assets"

100% equity of the target companies held by the counter party

"Singamas Container"

Singamas Container Holdings Limited

"FIL"

Florens International Limited

"Share

subscribers

of

No more than 35 (inclusive of 35) specific eligible investors including China

ancillary funds"

Shipping

Report on Acquisition of Assets and Raising Ancillary Funds through

"Report"

Issuance of Shares and Connected Transactions (Draft) of COSCO

SHIPPING Development Co., Ltd.

"Summary of the Report"

Summary of Report on Acquisition of Assets and Raising Ancillary Funds

through Issuance of Shares and Connected Transactions (Draft) of COSCO

SHIPPING Development Co., Ltd.

COSCO SHIPPING Development's issuance of shares to purchase 100%

"Transaction, Restructuring"

equity of DFIC Qidong, 100% equity of DFIC Qingdao, 100% equity of

DFIC Ningbo, and 100% equity of Universal Technology held by COSCO

SHIPPING Investment and to raise ancillary funds

Articles of Association

The Articles of Association of COSCO Shipping Development Co., Ltd.

"Company Law"

Company Law of People's Republic of China

"Securities Law"

Securities Law of People's Republic of China

"Measures for Administration

Measures for Administration of the Restructuring of Listed Companies

of the Restructuring"

"Listing Rules"

Rules Governing the Listing of Stocks on Shanghai Stock Exchange

Standard No.26

The Standards on the Contents and Format of the Information Disclosure of

the Companies that Publicly Offer Securities No. 26 - Material Assets

Reorganization of Listed Companies

"Notice No. 128"

Notice on Regulating Information Disclosure of Listed Companies and the

Conduct of Stakeholders (CSRC [2007] No. 128)

"Administrative Measures for

Administrative Measures for the Issuance of Securities by Listed Companies

the Issuance of Securities"

The Pro Forma Consolidated Financial Statements and Review Report of

"Pro Forma Review Report"

COSCO SHIPPING Development Co., Ltd. (AYHMZZ [2021] No.

61227808_B05), issued by Ernst & Young

Asset Valuation Report on Value of All Shareholders' Equity Interests in

Dong Fang International Container (Qidong) Co., Ltd. Involved in the

Proposed Acquisition of 100% of the Equity Interests in Four Companies

"Asset

Valuation

Held by COSCO SHIPPING Investment Holdings Co., Ltd. through the

Issuance of Shares by COSCO SHIPPING Development Co., Ltd. (Zhong

Reports"

Tong Ping Bao Zi[2021]No.12085); Asset Valuation Report on Value

of All Shareholders' Equity Interests in Dong Fang International Container

(Qingdao) Co., Ltd. Involved in the Proposed Acquisition of 100% of the

Equity Interests in Four Companies Held by COSCO SHIPPING Investment

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Funds through Issuance of Shares and Connected Transactions (Draft)

Holdings Co., Ltd. through the Issuance of Shares by COSCO SHIPPING

Development Co., Ltd. (Zhong Tong Ping Bao Zi [2021] No. 12086); Asset

Valuation Report on Value of All Shareholders' Equity Interests in Dong Fang

International Container (Ningbo) Co., Ltd. Involved in the Proposed

Acquisition of 100% of the Equity Interests in Four Companies Held by

COSCO SHIPPING Investment Holdings Co., Ltd. through the Issuance of

Shares by COSCO SHIPPING Development Co., Ltd. (Zhong Tong Ping Bao

Zi [2021] No.12087) Asset Valuation Report on Value of All Shareholders'

Equity Interests in Shanghai Universal Logistics Technology Co., Ltd.

Involved in the Proposed Acquisition of 100% of the Equity Interests in Four

Companies Held by COSCO SHIPPING Investment Holdings Co., Ltd.

through the Issuance of Shares by COSCO SHIPPING Development Co.,

Ltd. (Zhong Tong Ping Bao Zi [2021] No. 12088)

Exemption granted by the Executive Officer of the SFC under Rule 26 of the

Codes on Takeovers and Mergers and Share Buy-backs on COSCO

"Whitewash Waiver"

SHIPPING Investment's obligation to make a mandatory general offer for all

securities of the Listed Company that COSCO SHIPPING Investment and its

concert parties have not yet owned or agreed to acquire, in accordance with

Rule 26 of the Codes on Takeovers and Mergers and Share Buy-backs for its

acquisition of consideration shares

According to the Rules 25 of the Codes on Takeovers and Mergers and Share

"Special transaction"

Buy-backs, raising ancillary funds through non-public issuance of shares

constitutes a special transaction, which must obtain the consent of the SFC

"CSRC"

China Securities Regulatory Commission

"SFC"

Securities and Futures Commission

"Shanghai Stock Exchange"

Shanghai Stock Exchange

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"Stock Exchange, Exchange"

One or two of the Shanghai Stock Exchange and the Stock Exchange

"SASAC"

State-owned Assets Supervision and Administration Commission of the State

Council

"CICC,

Independent

China International Capital Corporation Limited

Financial Advisor"

"China Merchants Securities,

China Merchants Securities Co., Ltd.

Financial Advisor"

"Legal advisor"

Grandall Law Firm (Shanghai)

"China Tong Cheng"

China Tong Cheng Asset Appraisal Co., Ltd.

"Ernst & Young"

Ernst & Young Hua Ming Certified Public Accountants (Special General

Partnership)

"ShineWing"

ShineWing Certified Public Accountants (Special General Partnership)

"Reporting Period"

Year of 2019 and 2020

"Yuan, 10,000

yuan, 100

RMB Yuan, RMB10,000, RMB100 million

million yuan"

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Funds through Issuance of Shares and Connected Transactions (Draft)

II. Professional terms

"container(s)"

Strong, hard

and

large

loading

containers

with

different

specifications exclusively for turnover

twenty-foot equivalent unit, a standard unit of measurement of the

"TEU"

volume of a container with a length of 20 feet, height of 8 feet and 6

inches and width of 8 feet

forty-foot equivalent unit of a reefer container, a standard unit of

"FHE"

measurement of the volume of a reefer container with a lenghth of 40

feet, height of 8 feet and 6 inches and width of 8 feet

a type of general purpose containers, which are used to load mormal

"dry container(s)"

cargo except for liquid cargo, cargo requiring temperature regulation

and special cargo

a type of containers, which are accompanied with refrigerating

"reefer container(s)"

machine, and

its

inner

walls are

covered

with low

thermal-

conductivity materials for the purposes of loading frozen, insulated

and fresh cargo

a type of containers, which do not comfirm to the international

"special container(s)"

shipping container standards, and are designed to suit special cargo

and transport modes

Volatile Organic Compounds, according to the definition of the World

Health Organization, are various organic compounds with a boiling

"VOCs"

point of 50 ° C to 260 ° C at room temperature. In our country, VOCs

refer to organic compounds having a saturated vapor pressure greater

than 70Pa at room temperature and a boiling point below 260℃ under

normal pressure, or all volatile organic compounds having a vapor

pressure greater than or equal to 10Pa and has volatile below 20℃

"a party involved in the international movement of goods in whatever

function that has been approved by or on behalf of a national Customs

administration as complying with WCO or equivalent supply chain

"Authorized

Economic

security standards. Authorized Economic Operators include inter alia

Operator (AEO)"

manufacturers, importers, exporters, brokers, carriers, consolidators,

intermediaries, ports, airports, terminal operators, integrated

operators, warehouses, distributors" as defined in the Framework of

Standards to Secure and Facilitate Global Trade formulated by the

World Customs Organization (WCO)

Unless otherwise specified, two decimal places are reserved for all the numbers in the Summary of the Report. There may be a discrepancy between the total and the sum of the breakdowns due to rounding.

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Chapter 1 Overview of the Transaction

I. Background and Purpose of the Transaction

  1. Background of the Transaction
    1. State policies encourage the development of mergers, acquisitions and restructuring

In recent years, the State Council has issued the Opinions on Promoting Enterprise Mergers and Restructuring (GF [2010] No. 27), the Opinions on Further Optimizing the Market Environment for Enterprise Mergers and Restructuring (GF [2014] No. 14) and many other relevant documents, with an aim to remove the institutional barriers to enterprise merger and restructuring, improve the management and service of merger and restructuring, encourage enterprises to actively integrate through mergers, equity and asset purchases, deepen enterprise reform, optimize industrial organizational structure, solve the problem of excess industrial capacity, accelerate the transformation of the development model, improve the quality and efficiency of development, promote technological progress and independent innovation, and make enterprises bigger and stronger.

Since 2018, based on the guiding principles of the 19th CPC National Congress, the CSRC has launched a series of service measures in the field of listed company merger and restructuring, and successively issued and revised a number of measures and implementation guidelines. The Restructuring is an important way to strengthen the integration of enterprise resources and improve the quality and efficiency of development, as well as an important measure to improve the competitiveness of the Listed Company and promote the healthy development of the industry.

2. The recovery of container industry drives the container demand to rise

At the macro level, the container demand is highly correlated with container trade volume and affected by the macroeconomic cyclical fluctuations, international trade, shipping situation and other factors. Since the second half of 2020, with the gradual alleviation of COVID-19 domestically, the speed of resumption of production and work has been gradually accelerated, and the port container shipping and trade has shown a recovery trend. At the same time, affected by the COVID-19 pandemic, the efficiency of container turnover in major ports in Europe and the United States has decreased, resulting in a structural and regional shortage of available containers worldwide. Under the influence of these factors, the container manufacturing industry saw demand exceed supply in the second half of 2020, which led to the rise of container prices.

In addition, in recent years, China has continuously enlarged the field and scope of opening-up, and actively participated in multilateral and bilateral regional investment and trade cooperation mechanisms. This will facilitate the further improvement of regional and global trade networks, and is expected to stimulate the growth of container shipping market demand, which in turn will promote the purchase of containers and further promote the recovery of the industry.

  1. Expand and strengthen container manufacturing business is in line with the future development strategies of the Listed Company

The principal businesses of COSCO SHIPPING Development are shipping and related industry leasing, container manufacturing, investment and services. During the 14th Five-Year Plan period, COSCO SHIPPING Development will expand and strengthen the container manufacturing sector and the related industrial chain business, so as to support the real economy development and achieve the goal of building China into a manufacturing power and quality power. Through the Transaction, COSCO SHIPPING Development will effectively integrate the Target Companies with the existing businesses and assets, to effectively supplement its container manufacturing resources and deployment, and therefore enhance the overall business competitiveness. The Transaction is a key action for implementing the future development strategies of COSCO SHIPPING Development.

  1. Purpose of the Transaction
    1. To eliminate the weakness in geographical location and industrial deployment and integrate the quality production capacity and customer resources

Shanghai Universal is the key operating entity in the container manufacturing sector of COSCO SHIPPING Development. Compared with other major competitors in the industry, the container factory under Shanghai Universal has no refrigerated container products and does not cover all the important coastal container delivery ports. A large number of newly built containers need to be redeployed to other surrounding

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areas, affecting business efficiency and increasing operating costs. COSCO SHIPPING Investment completed the acquisition of the equity of the container manufacturing enterprise of Singamas Container in August 2019. The acquisition of the Target Companies by COSCO SHIPPING Development from COSCO SHIPPING Investment and the integration of the relevant businesses will help the Listed Company improve its geographical deployment, increase product categories, further integrate production capacity and customer resources, consolidate and enhance its competitive position in the industry, expand business scale and market share, and enhance its core competitiveness.

2. To fully exert the scale advantage and synergy, and improve the overall industrial chain layout COSCO SHIPPING Development is committed to giving full play to the advantages of shipping

logistics industry and serving the upstream and downstream industrial chains. The Listed Company ranks top in the world in terms of the scale of ship leasing business and container leasing business at present. The integration of the Target Companies into the overall business system through the Transaction will promote the integration of the core upstream and downstream industrial chains of container manufacturing and container leasing, expand the business scale and influence of the Listed Company in the container manufacturing and leasing industry, enabling it to better adapt to the market demand, and form a sound interaction of coordinated development and resource sharing.

3. To effectively solve the problem of horizontal competition with the Target Companies

On 6 May 2019, COSCO SHIPPING Investment signed an Equity Transfer Agreement with Singamas Container to acquire 100% of the equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology. On the same day, COSCO SHIPPING Investment and Shanghai Universal signed an Equity Custodian Agreement, based on which COSCO SHIPPING Investment shall place the equity of the Target Companies in custody with Shanghai Universal as of the date of completion of the registration of industrial and commercial change for COSCO SHIPPING Investment to become a shareholder of the Target Companies. COSCO SHIPPING provided a written commitment, stating that "the Company undertakes to transfer the equity of the Target Companies to COSCO SHIPPING Development at a fair and reasonable market price through legal procedures and appropriate means within three years from the Closing Date of the Acquisition". In August 2019, the transaction for COSCO SHIPPING Investment to acquire the equity of the Target Companies was completed and settled.

As of the signing date of the Summary of the Report, the Listed Company and the Target Companies are the subsidiaries of COSCO SHIPPING. The principal business of the Target Companies is container manufacturing, which overlapped with the principal business of the Listed Company. The Transaction will promote COSCO SHIPPING to fulfill its relevant commitments, help to eliminate the horizontal competition among the Listed Company and the Target Companies, and effectively safeguard the legitimate rights and interests of the Listed Company and all its small and medium shareholders.

  1. To reflect the Group's strong support for the Company's development through the subscription of ancillary funds raised
    Aiming to create an "6+1" industrial cluster of shipping, logistics, finance, equipment manufacturing, shipping services, socialized industries and Internet + related businesses based on business model innovation, COSCO SHIPPING further promotes the integration of shipping related businesses, and strives to build a world-leading integrated logistics supply chain service provider. The Company is an important part of the shipping finance industry cluster of COSCO SHIPPING, which participated in the fundraising through the wholly-owned subsidiary, China Shipping, and actively increased its holdings of the Company's shares, reflecting the strong support for the Company's development and demonstrating the firm confidence of COSCO SHIPPING in the Company's long-term development prospects.
  2. To optimize the capital structure and safeguard the interests of shareholders

As of the end of 2018, the end of 2019 and the end of 2020, the debt-asset ratio of COSCO SHIPPING Development was 86.91%, 83.25% and 83.31% respectively, which was still relatively high despite a decline. The overall debt-asset ratio of the Target Companies is lower than that of COSCO SHIPPING Development. Upon the completion of the acquisition, COSCO SHIPPING Development can achieve a decline in its debt- asset ratio. Besides, the ancillary funds raised in the Transaction will supplement the working capital of the Listed Company, thus further optimizing the capital structure of COSCO SHIPPING Development, and safeguarding the interests of the Listed Company and its shareholders.

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  1. The transaction and the assets acquired by COSCO SHIPPING Investment previously

1. The subject of the Transaction is the same as the assets acquired by COSCO SHIPPING Investment previously

COSCO SHIPPING Investment officially completed the acquisition of the equity of a container manufacturing related company under Singamas Container in August 2019, the underlying assets of which include 100% equity of DFIC Qidong, 100% equity of DFIC Qingdao and Qidong Port (a wholly-owned subsidiary of DFIC Qingdao and was included in the scope of acquisition through DFIC Qingdao), 100% equity of DFIC Ningbo, and 100% equity of Universal Technology.

In this Transaction, the Listed Company intends to issue shares to COSCO SHIPPING Investment to purchase 100% equity of DFIC Qidong, 100% equity of DFIC Qingdao and Qidong Port (a wholly-owned subsidiary of DFIC Qingdao and was included in the scope of acquisition through DFIC Qingdao), 100% equity of DFIC Ningbo, and 100% equity of Universal Technology, having the same subject as the assets acquired by COSCO SHIPPING Investment, a subsidiary of COSCO SHIPPING.

2. COSCO SHIPPING does not retain relevant assets that may cause horizontal competition with the Listed Company

As the underlying assets of COSCO SHIPPING Investment's initial acquisition will result in potential horizontal competition between COSCO SHIPPING and the Listed Company, in order to solve the aforementioned potential horizontal competition, COSCO SHIPPING Investment and Shanghai Universal, a wholly-owned subsidiary of the Listed Company, signed on 6 May 2019 the Equity Custodian Agreement, stipulating that after the relevant target assets have completed the industrial and commercial change registration and transferred to COSCO SHIPPING Investment, the equity of target assets will be entrusted to Shanghai Universal for management. In addition, COSCO SHIPPING issued a commitment to COSCO SHIPPING Development on 6 May 2019, undertaking to transfer the equity of the Target Companies to COSCO SHIPPING Development at a fair and reasonable market price through legal procedures and appropriate means within three years from the Closing Date of the Acquisition. On 2 August 2019, COSCO SHIPPING Investment completed the acquisition and delivery of the equity of the Target Companies. Therefore, according to the aforementioned commitment, COSCO SHIPPING shall complete the transfer of the equity of the Target Companies by 2 August 2022.

This Transaction is for COSCO SHIPPING to fulfill its related commitments, which will help eliminate the problem of horizontal competition among the Listed Company and the Target Companies, and effectively protect the legitimate rights and interests of the Listed Company and its small and medium shareholders. After the completion of this Transaction, COSCO SHIPPING and other companies controlled by it (excluding COSCO SHIPPING Development and its subsidiaries) will no longer retain the container manufacturing business, and therefore will not constitute horizontal competition.

  • 3. Overview of the previous acquisition of COSCO SHIPPING, including the reasons for the acquisition, final transaction price, evaluation, etc.

    (1) Reasons for the previous acquisition

    Shanghai Universal, a subsidiary of COSCO SHIPPING Development, is a unified production management platform for COSCO SHIPPING's container manufacturing business. Shanghai Universal has three container manufacturing companies, namely Dong Fang International Container (Jinzhou) Co., Ltd.# (東方國際集裝箱(錦州)有限公司) (hereinafter referred to as "DFIC Jinzhou"), Dong Fang International Container (Lianyungang) Co., Ltd. # (東方國際集裝箱(連雲港)有限公司) (hereinafter referred to as

  • DFIC Lianyungang"), and Dong Fang International Container (Guangzhou) Co., Ltd. # (東方國際集裝箱 (廣州)有限公司) (hereinafter referred to as " DFIC Guangzhou "), which are located in Jinzhou, Liaoning, Lianyungang, Jiangsu and Guangzhou, Guangdong, respectively. Except for the excellent geographical location of DFIC Guangzhou, both DFIC Jinzhou and DFIC Lianyungang are not located in the main container delivery ports. Therefore, a large number of new containers need to be transferred to Qingdao, Shanghai, Ningbo and other surrounding areas for delivery every year. In addition, the container factory of Shanghai Universal does not have refrigerated container products, facing a prominent shortage in product category and lacking the ability to serve customers' diversified product needs.

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Due to the shortcomings of Shanghai Universal's container factory including poor geographic location and incomplete product lines, it has encountered problems like not delivering containers in time, high costs of delivery, lacking production capacity for non-standard containers such as refrigerated containers, and not having related business in East China, resulting in orders loss and other issues, which has significantly affected the overall competitiveness of Shanghai Universal. In order to optimize the distribution of resources in some key regions, enhance location advantages, enhance the ability to serve customers' diversified product needs, and improve the comprehensive strength of the container manufacturing and leasing industry chain, COSCO SHIPPING Development intends to further expand and strengthen container manufacturing sector through mergers and acquisitions.

In 2019, after Singamas Container intended to sell the equity of its container manufacturing enterprises, COSCO SHIPPING Investment, a subsidiary of COSCO SHIPPING, acquired the Target Companies. It was more difficult for COSCO SHIPPING Development to acquire directly due to the main reason that Singamas Container put forward requirements on transaction time and hoped to obtain cash considerations: (1) As of 31 December 2018, COSCO SHIPPING Development's debt-asset ratio was 86.91%. If COSCO SHIPPING Development directly used cash for acquisitions, it would take up a lot of funds and might further increase the debt-asset ratio upon M&A financing, which was not conducive to the optimization of the debt-asset structure of the Listed Company; (2) If COSCO SHIPPING Development acquired through the issuance of shares, the transaction process would be greatly extended, and it could not meet the requirements of Singamas Container for cash delivery. To this end, as a state-owned indirect controlling shareholder that actively fulfills its shareholder responsibilities, in order to help COSCO SHIPPING Development to seize market opportunities of mergers and acquisitions and enhance the competitiveness of its container manufacturing business, taking into account the needs of various parties for transaction procedures, consideration payment and other factors, COSCO SHIPPING first acquired the Target Companies through its subsidiary COSCO SHIPPING Investment and entrusted Shanghai Universal to manage them, so that COSCO SHIPPING Development could purchase such assets by issuing shares when appropriate.

(2) Appraisal of the previous acquisition and the final transaction price

According to the Master Equity Transfer Agreement signed by COSCO SHIPPING Investment and Singamas Container, the transfer price of the target equity of the previous acquisition was based on the appraisal value of the Target Companies determined in the valuation report and negotiated between the transferor (i.e., Singamas Container) and the transferee (i.e. COSCO SHIPPING Investment).

According to the Asset Valuation Report issued by China Tong Cheng, with September 30, 2018 as the valuation benchmark date, the appraisal result calculated by asset-based method as the final appraisal conclusion, the total appraisal value of all shareholders' equity of the Target Companies was approximately RMB3,820,205,700, with a transaction price of RMB3.8 billion negotiated by the two parties, while the final transfer price would be subject to further adjustments in the profit and loss during the transition period, the profit and loss after delivery, and the time limit and method specified in the terms of the agreement.

According to the Master Equity Transfer Agreement, COSCO SHIPPING Investment and Singamas Container agreed that the period from the valuation benchmark date to the audit benchmark date of the profit and loss of each target company shall be the transitional period (i.e., 30 September 2018 to 31 July 2019), in which period, the profit and loss of the target equity shall be owned or borne by the transferor itself. At the same time, COSCO SHIPPING Investment and Singamas Container agreed that the total orders to be produced of each target company as of the closing date shall not exceed 20,000 TEU, and the raw material inventory shall not exceed the raw materials corresponding to the remaining number of boxes of each target company. Both parties shall estimate the profit and loss of the unproduced order and follow the distribution principle to determine the "profit and loss after closing". After further adjustments to the profit and loss during the transition period, post-closing profit and loss, and the time limit and methods of payment specified in the terms of the agreement, the total transaction consideration paid by COSCO SHIPPING Investment was RMB3,501,753,400.

4. The previous transaction price and the transaction price

(1) The previous transaction price and asset evaluation

According to the Asset Evaluation Report issued by China Tong Cheng Asset Assessment Co., Ltd., as

of 30 September 2018, the valuation reference date of the previous transaction, the appraised value of all

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

shareholders' equity of the Target Companies was RMB3,820,205,700, and the carrying amount of net assets of the Target Companies (in terms of the parent) was RMB3,394,409,600, therefore, the corresponding price- to-book ratio (PB) was 1.13 times.

(2) The price of the Transaction and asset evaluation

In the Restructuring, the evaluation reference date of target assets shall be 31 December 2020. The transaction price shall be determined through negotiation by the parties to the transaction on the basis of the appraisal result issued by an appraisal institution in accordance with the provisions of the Securities Law, and filed with the competent state-owned assets supervision and administration authority.

For the purpose of the Restructuring, China Tong Cheng has issued the Asset Evaluation Reports (Zhong Tong Ping Bao Zi [2021] No. 12085, Zhong Tong Ping Bao Zi [2021] No. 12086, Zhong Tong Ping Bao Zi [2021] No. 12087 and Zhong Tong Ping Bao Zi [2021] No. 12088), these evaluation reports have been filed with the competent state-owned assets supervision and administration authority. According to the filed appraisal result, as of the evaluation reference date, the values of all shareholders' equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively, the details of which are as follows:

Unit: RMB'0,000

Subject

Carrying amount of net

Appraised

Value-added

Value-added

Acquisition

Consideratio

assets as at evaluation

value

amount

rate

ratio

n of target

reference date

assets

Value of all

shareholders' equity of

143,150.78

157,074.05

13,923.27

9.73%

100.00%

157,074.05

DFIC Qidong

Value of all

shareholders' equity of

111,667.67

133,293.64

21,625.97

19.37%

100.00%

133,293.64

DFIC Qingdao

Value of all

shareholders' equity of

48,223.00

60,637.24

12,414.24

25.74%

100.00%

60,637.24

DFIC Ningbo

Value of all

shareholders' equity of

3,518.97

5,182.78

1,663.81

47.28%

100.00%

5,182.78

Universal Technology

Total

306,560.42

356,187.71

49,627.29

16.19%

100.00%

356,187.71

Upon friendly negotiations among the parties to the transaction, the total transfer price of target assets was determined to be RMB3,561,877,100 based on the above circumstances, of which the transfer price of 100% equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively.

II. Overview of the Transaction Scheme

(I) Acquisition of assets through issuance of shares

The Listed Company intends to purchase 100% of the equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology held by COSCO Shipping Investment by means of issuing shares to COSCO Shipping Investment.

(II) Raising ancillary funds

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The total proceeds of the ancillary funds raised shall not exceed RMB1.464 billion, and not exceed 100% of the transaction price of the assets to be purchased by issuing shares in the Restructuring, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the Transaction (i.e. not exceed 3,482,437,500 shares). The final number of shares to be issued shall not exceed the upper limit of the number of shares to be issued approved by the CSRC, which shall be determined by the Board of the Company or its authorized person based on the authorization of the general meeting and the actual situation at the time of the issuance. China Shipping intends to subscribe for RMB600 million, which shall not exceed the upper limit of the total proceeds of the ancillary funds approved by the CSRC to be raised.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

The aforesaid number of shares to be issued shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date for raising ancillary funds to the date of issuance of shares.

If the latest regulatory opinions of the securities regulatory authorities are adjusted, the Listed Company may make corresponding adjustments to the issues related to the raising of the ancillary funds according to the latest regulatory opinions of the relevant securities regulatory authorities. The Transaction consists of two parts, namely, Acquisition of assets through issuance of shares and raising ancillary funds. The raising of ancillary funds shall be subject to the implementation of Acquisition of assets through issuance of shares, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares.

  1. Specific Scheme for Acquisition of assets through Issuance of Shares
    (I) Transaction consideration and payment method
    The Listed Company intends to purchase 100% of the equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology held by COSCO Shipping Investment by means of issuing shares to COSCO Shipping Investment.

The price of the Transaction shall be determined on the basis of the appraisal result issued by China Tong Cheng, an appraisal institution in accordance with the provisions of the Securities Law and confirmed by the competent state-owned assets supervision and administration authority. The evaluation reference date of the target assets in the Transaction is 31 December 2020. According to the Asset Evaluation Reports (Zhong Tong Ping Bao Zi [2021] No. 12085, Zhong Tong Ping Bao Zi [2021] No. 12086, Zhong Tong Ping Bao Zi [2021] No. 12087 and Zhong Tong Ping Bao Zi [2021] No. 12088) issued by China Tong Cheng, the valuation of target assets on the evaluation reference date is as follows:

Unit: RMB0'000

Target

Carrying amount

Appraised value of

Increase or

Value-added

Acquisition

Consideratio

of 100% equity

100% equity

n of target

Companies

decrease

rate

ratio

interests

interests

assets

DFIC

143,150.78

157,074.05

13,923.27

9.73%

100.00%

157,074.05

Qidong

DFIC

111,667.67

133,293.64

21,625.97

19.37%

100.00%

133,293.64

Qingdao

DFIC

48,223.00

60,637.24

12,414.24

25.74%

100.00%

60,637.24

Ningbo

Universal

3,518.97

5,182.78

1,663.81

47.28%

100.00%

5,182.78

Technology

Total

306,560.42

356,187.71

49,627.29

16.19%

100.00%

356,187.71

In conclusion, the total appraised value of all the shareholders' equity of the Target Companies was RMB3,561,877,100, and the total consideration of target assets was RMB3,561,877,100.

(II) Class and nominal value of shares to be issued

The shares to be issued for purchasing assets are domestic listed RMB ordinary shares (A shares) with a nominal value of RMB1.00 per share.

(III) Pricing base date, pricing basis and offering price

According to the Measures for Administration of Restructuring, the price of shares issued by the Listed Company shall not be lower than 90% of the market reference price. The market reference price will be one of the average trading prices of the Company's shares in the 20, 60 or 120 trading days prior to the date of announcement of the resolutions of the board meeting reviewing the Restructuring. The average trading price of the Company's Shares for certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting = total trading amount of the Company's Shares for the certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting ÷ total trading volume of the Company's Shares for the certain consecutive trading days prior to the date of announcement of the resolutions of the board meeting.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

The average trading prices of A shares of the Listed Company in the 20, 60 or 120 trading days prior to the pricing base date are set out in the following table:

Unit: RMB/share

Calculation range of average trading

Average trading price

90% of the average trading price

price of shares

20 trading days prior

3.09

2.79

60 trading days prior

2.94

2.65

120 trading days prior

2.78

2.51

The pricing base date for the shares to be issued for the Transaction shall be the date of announcement of the resolutions of the first board meeting considering the relevant matters of the Transaction, i.e., 28 January 2021. After negotiation with the counter party, the offering price of the shares shall be RMB2.51/share, i.e., 90% of the average trading price of the A shares of the Listed Company in 120 trading days prior to the pricing base date.

The offering price shall be adjusted according to the following formula in cases of ex-rights and ex- dividends matters such as dividend distribution, bonus issue, conversion of capital reserve into share capital or allotment during the period from the pricing base date to the date of issuance, with the calculation result rounded up and accurate to cent. The adjustment formula for the offering price is as follows:

In case of distribution of stock dividend or conversion of capital reserve into share capital: P1=P0/1+n);

In case of allotment: P1=P0+A×k/1+k;

In case of two items above implemented simultaneously: P1=P0+A×k/1+n+k;

In case of distribution of cash dividend: P1=P0-D;

In case of three items above implemented simultaneously: P1=(P0-D+A×k/1+n+k.

Where: P0 is the effective offering price before adjustment, N is the dividend rate or conversion rate for share capital increase, K is the allotment rate, A is the allotment price, D is the cash dividend paid per share, and P1 is the effective offering price after adjustment.

(IV) Target subscriber and number of shares to be issued 1. Target subscriber

The target subscriber for Acquisition of assets through issuance of shares shall be COSCO SHIPPING Investment.

2. Number of shares to be issued

The number of shares to be issued for Acquisition of assets through issuance of shares = the transaction price of the target assets/the offering price of the shares to be issued for purchasing assets. The number of shares to be issued shall be rounded to the nearest whole share, and the Listed Company is not required to pay for the fraction which is less than one share issued by the Listed Company. The final number of shares to be issued shall be subject to the approval of the CSRC.

According to the above calculation formula, the total number of shares to be issued by the Listed Company to the counter party shall be 1,419,074,539 shares, the details of which are as follows:

Unit: RMB0'000; shares

No.

The counter party

Target assets transferred

Transaction consideration

Number of shares acquired

1

100% equity of DFIC

157,074.05

625,793,027

Qidong

2

100% equity of DFIC

133,293.64

531,050,358

COSCO SHIPPING

Qingdao

3

Investment

100% equity of DFIC

60,637.24

241,582,629

Ningbo

4

100% equity of Universal

5,182.78

20,648,525

Technology

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

No.

The counter party

Target assets transferred

Transaction consideration

Number of shares acquired

Total

356,187.71

1,419,074,539

The number of shares to be issued shall be adjusted accordingly in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date for Acquisition of assets through issuance of shares to the date of issuance.

(V) Lock-up period arrangement

The shares acquired by COSCO SHIPPING Investment as a result of the Restructuring shall not be transferred within 36 months from the date of completion of the issuance of such shares. If the closing price of the shares of the Listed Company for 20 consecutive trading days is lower than the offering price of the shares under the Restructuring within 6 months after the completion of the Restructuring (In cases of ex- rights and ex-dividends matters such as dividend distribution, bonus issue, conversion of capital reserve into share capital during this period, COSCO SHIPPING Development shall make corresponding adjustments according to the relevant regulations of the CSRC and the SSE), or if the closing price of the shares at the end of six months after the completion of the Restructuring is lower than the offering price of the shares under the Restructuring, the lock-up period of the shares acquired by COSCO SHIPPING Investment shall be automatically extended for 6 months.

China Shipping and COSCO SHIPPING, the direct and indirect controlling shareholder of COSCO SHIPPING Development, undertook that the shares of COSCO SHIPPING Development held before the Restructuring shall not be transferred within 18 months after the completion of the Restructuring.

The bonus shares and conversion of capital reserve into share capital of the Listed Company that the counter party is entitled to based on the Transaction after the completion of the purchasing of assets by issuing shares shall also be subject to the above lock-up period. If the above lock-up period is inconsistent with the latest regulations or regulatory opinions of the securities regulatory authorities, the counter party may make corresponding adjustments according to the latest regulations or regulatory opinions of the relevant securities regulatory authorities.

After the expiration of the above lock-up period, the transfer of the Listed Company's shares acquired by the counter party shall be handled in accordance with the relevant regulations of the CSRC and the SSE.

(VI) Listing place

The listing place of the shares issued for the Transaction shall be the SSE.

(VII) Profit and loss arrangement for the transitional period

The period from the evaluation reference date (exclusive) to the closing audit date (inclusive) shall be the transitional period. Where any increase in the owner's equity attributable to the parent as a result of the target assets being profitable during the transitional period and other reasons, the increased part shall belong to the Listed Company; Where any decrease in the owner's equity attributable to the parent as a result of losses incurred to target assets during the transitional period and other reasons, the decreased part shall be borne by the Listed Company.

(VIII) Arrangement for accumulated undistributed profits

The undistributed profits accumulated before the completion of the purchasing of assets by issuing shares shall be shared by all shareholders of the Listed Company after the completion of the purchasing of assets by issuing shares according to the proportion of shares held by all the shareholders after the completion of the purchasing of assets by issuing shares.

(IX) Performance commitment and compensation 1. Scope of the performance compensation

In the Transaction, the asset-based approach and income approach were used to evaluate the target assets, and the appraisal result of asset-based approach was selected as the final evaluation conclusion, while income approach was used to evaluate some patents held by DFIC Qidong and Universal Technology.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

According to the Asset Evaluation Report issued by China Tong Cheng (Zhong Tong Ping Bao Zi [2021] No. 12085), the appraised value of 100% equity of DFIC Qidong as of the evaluation reference date (i.e. 31 December 2020) was RMB1,570,740,500, of which the appraised value of the patented technologies evaluated by the income approach (hereinafter referred to as the "DFIC Qidong Performance Compensation Assets") was RMB4,362,300, and the corresponding transaction consideration of the patented technologies evaluated and priced by the income approach was RMB4,362,300. According to the Asset Evaluation Report issued by China Tong Cheng (Zhong Tong Ping Bao Zi [2021] No. 12088), the appraised value of 100% equity of Universal Technology as of the evaluation reference date (i.e. 31 December 2020) was RMB51,827,800, of which the appraised value of the patented technologies evaluated by the income approach (hereinafter referred to as the "Universal Technology Performance Compensation Assets", together with the DFIC Qidong Performance Compensation Assets, collectively referred to as the "Performance Compensation Assets") was RMB15,714,100, and the corresponding transaction consideration of the patented technologies evaluated and priced by the income approach was RMB15,714,100.

COSCO SHIPPING Investment, the counter party of the Transaction, agreed to make a commitment to the level of fulfillment of the performance of the assets that were evaluated and priced by the income approach among the target assets during the performance compensation period.

2. Performance compensation arrangements

(1) Performance compensation period

The performance compensation period of the Transaction shall be three consecutive financial years

following the completion of the Transaction (inclusive of the year of completion of the Transaction). If the Transaction is completed prior to 31 December 2021 (inclusive), the performance compensation period of the Transaction shall be 2021, 2022 and 2023. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), the compensation period shall be 2022, 2023 and 2024.

(2) Performance commitment

COSCO SHIPPING Investment made a commitment that the income sharing amount realized from the Performance Compensation Assets during the performance compensation period shall be not lower than the following standards:

According to the Asset Evaluation Report (Zhong Tong Ping Bao Zi [2021] No. 12085) and its evaluation instructions, the income from patent products related to the DFIC Qidong Performance Compensation Assets during each year of the remaining useful life of the DFIC Qidong Performance Compensation Assets shall be shared, and the calculation process is shown in the following table:

Unit: RMB0'000

No.

Item

2021

2022

2023

2024

1

Income from patent products

14,646.10

12,890.51

13,173.19

14,863.30

2

Sharing rate

1.38%

1.10%

0.88%

0.70%

3

Sharing amount

202.12

141.80

115.92

104.04

4

Discount period

0.5

1.5

2.5

3.5

5

Discount rate

17.18%

17.18%

17.18%

17.18%

6

Present value of sharing amount

186.72

111.79

77.99

59.73

Total present value of sharing amount

436.23

Based on the above, if the Transaction shall be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment make a commitment that the audited income sharing amount of the DFIC Qidong Performance Compensation Assets in 2021, 2022 and 2023 shall not be less than RMB2,021,200, RMB1,418,000 and RMB1,159,200, respectively. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment makes a commitment that the audited income sharing amount of the DFIC Qidong Performance Compensation Assets in 2022, 2023 and 2024 shall not be less than RMB1,418,000, RMB1,159,200 and RMB1,040,400, respectively (hereinafter referred to as the

50

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

"DFIC Qidong Commitment Income Sharing Amount").

The above income sharing amount of the Performance Compensation Assets = income from patent products related to the Performance Compensation Assets × income sharing rate.

At the end of each financial year during the performance compensation period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to review DFIC Qidong and issue a special review opinion. If the audited income sharing amount of the DFIC Qidong Performance Compensation Assets achieved by DFIC Qidong during the performance commitment period (hereinafter referred to as the "Achieved Income Sharing Amount") is lower than the DFIC Qidong Commitment Income Sharing Amount, COSCO SHIPPING Investment shall compensate the Listed Company with the shares of the Listed Company acquired through the Transaction as priority and cash as supplement.

According to the Asset Evaluation Report (Zhong Tong Ping Bao Zi [2021] No. 12088) and its evaluation instructions, the income from patent products related to the Universal Technology Performance Compensation Assets during each year of the remaining useful life of Universal Technology Performance Compensation Assets shall be shared, and the calculation process is shown in the following table:

Unit: RMB0'000

No.

Item

2021

2022

2023

2024

1

Income from patent products

55,769.61

47,706.92

48,789.08

52,824.37

2

Sharing rate

1.34%

1.07%

0.86%

0.69%

3

Sharing amount

747.32

510.46

419.58

364.49

4

Discount period

0.5

1.5

2.5

3.5

5

Discount rate

17.82%

17.82%

17.82%

17.82%

6

Present value of sharing amount

688.48

399.15

278.46

205.32

Total present value of sharing amount

1,571.41

Based on the above, if the Transaction shall be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment make a commitment that the total audited income sharing amount of the Universal Technology Performance Compensation Assets in 2021, 2022 and 2023 shall not be less than RMB7,473,200, RMB5,104,600 and RMB4,195,800, respectively. If the Transaction fails to be completed prior to 31 December 2021 (inclusive), COSCO SHIPPING Investment makes a commitment that the total audited income sharing amount of the Universal Technology Performance Compensation Assets in 2022, 2023 and 2024 shall not be less than RMB5,104,600, RMB4,195,800 and RMB3,644,900, respectively (hereinafter referred to as "Universal Technology Commitment Income Sharing Amount").

The above income sharing amount of the Performance Compensation Assets = income from patent products related to the Performance Compensation Assets × income sharing rate.

At the end of each financial year during the performance compensation period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to review Universal Technology and issue a special review opinion. If the audited income sharing amount of the Universal Technology Performance Compensation Assets achieved by Universal Technology during the performance commitment period (hereinafter referred to as the "Achieved Income Sharing Amount") is lower than the Universal Technology Commitment Income Sharing Amount, COSCO SHIPPING Investment shall compensate the Listed Company with the shares of the Listed Company acquired through the Transaction as priority and cash as supplement.

(3) Performance compensation method

If the accumulated actual Achieved Income Sharing Amount of the Performance Compensation Assets of DFIC Qidong or Universal Technology at the end of the current year during the commitment period is

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Funds through Issuance of Shares and Connected Transactions (Draft)

lower than the accumulated committed income sharing amount at the end of the current year, COSCO SHIPPING Investment shall compensate the Listed Company, and the calculation formula for the number of shares to be compensated by COSCO SHIPPING Investment is as follows:

Amount to be compensated in the current year = (total accumulated committed income sharing amount of the Performance Compensation Assets in the corresponding Target Companies as at the end of the current year - total accumulated Achieved Income Sharing Amount of the Performance Compensation Assets in the corresponding Target Companies as of the end of the current year) ÷ sum of the committed income sharing amount of the Target Companies where the Performance Compensation Assets are located in each year as of the end of the current year × the transaction consideration of the Performance Compensation Assets evaluated by the income approach ×the proportion of equity in the Target Companies held by COSCO SHIPPING Investment sold to the Listed Company by it - the accumulated amount compensated as of the end of the current year (if any). The actual Achieved Income Sharing Amount of the Perfomance Compensation Assets of DFIC Qidong and the Perfomance Compensation Assets of Universal Technology shall be calculated separately, and the amount to be compensated in the current year shall also be calculated separately.

Number of shares to be compensated in the current year = amount to be compensated in the current year ÷ offering price for Acquisition of assets through issuance of shares

The amount to be compensated for calculated in each year shall be taken as zero if it is less than zero, i.e. the amount compensated shall not be carried back.

For the portion to which the number of shares is not enough to compensate in the current period, it shall be be compensated by COSCO SHIPPING Investment in cash. The calculation formula of the cash amount is as follows:

Cash amount to be compensated in the current period = amount to be compensated in the current period

  • number of shares compensated in the current period (without taking into account of the impact of ex-rights and ex-dividends ) × offering price for Acquisition of assets through issuance of shares

During the performance compensation period, if the Listed Company implements conversion of capital reserve into share capital or distribution of dividends in shares, the number of shares to be compensated in the current year by COSCO SHIPPING Investment shall be adjusted accordingly: number of shares to be compensated in the current year (after adjustment) = number of shares to be compensated in the current year (prior to adjustment) × (1 + proportion of conversion of capital reserve into share capital or distribution of dividends in shares).

During the performance compensation period, if the Listed Company implements cash distribution, COSCO SHIPPING Investment shall return the cash distribution amount obtained from the shares to be compensated in the current year together with the compensation shares to the Listed Company. The calculation formula shall be: return amount = distributed cash dividend per share × number of shares to be compensated in the current year. The above return amount shall not be deemed as the amount compensated, and shall not affect the maximum compensation by COSCO SHIPPING Investment.

COSCO SHIPPING Investment guarantees that the shares of the Listed Company acquired through the Transaction shall be used in priority to fulfill performance compensation commitments. Prior to the completion of the fulfillment of performance compensation obligations, COSCO SHIPPING Investment shall not pledge the shares of the Listed Company acquired through the Transaction.

(4) Impairment testing compensation at the end of the period

Upon the expiry of the performance compensation period, the Listed Company shall decide and engage an accounting firm in accordance with the provisions of the Securities Law to conduct an impairment testing on the Performance Compensation Assets and issue an impairment testing report. In case of the amount of impairment of a certain Performance Compensation Asset at the end of the period > total number of shares compensated for such Performance Compensation Assets during the performance compensation period (without taking into account of the impact of ex-rights and ex-dividends) × the offering price of shares to be

52

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

issued for acquisition of assets this time + total cash compensated by COSCO SHIPPING Investment for such Performance Compensation Asset, COSCO SHIPPING Investment shall compensate the Listed Company for the impairment of such assets separately.

The amount of compensation for the impairment testing of a certain Performance Compensation Asset

  • the impairment amount of such Performance Compensation Asset at the end of the period - total number of shares compensated for such Performance Compensation Assets during the performance compensation period × the offering price for Acquisition of assets through issuance of shares - total cash compensated for such Performance Compensation Asset during the performance compensation period.

Upon the expiry of the performance compensation period, In the event of the aforementioned impairment, COSCO SHIPPING Investment shall compensate the Listed Company with the shares acquired through the Transaction as priority and cash as supplement by COSCO SHIPPING Investment if the shares acquired through the Transaction are insufficient to compensate. The calculation formula for the number of shares compensated for impairment of the Performance Compensation Assets is as follows:

Number of shares compensated for impairment of the Performance Compensation Assets = amount of compensation for impairment testing of the Performance Compensation Assets ÷ the offering price for Acquisition of assets through issuance of shares

If the Listed Company implements conversion of capital reserve into share capital or distribution of dividends in shares during the performance commitment period, the number of shares to be compensated shall be adjusted accordingly: number of shares to be compensated (after adjustment) = number of shares to be compensated in the current year × (1 + proportion of conversion of capital reserve into share capital or distribution of dividends in shares).

Cash amount to be compensated in the current period = amount to be compensated in the current period

  • number of shares compensated in the current period (without taking into account of the impact of ex-rights and ex-dividends )× offering price for Acquisition of assets through issuance of shares.

(5) Maximum compensation

The total amount of share compensation and cash compensation paid to the Listed Company by COSCO SHIPPING Investment to the Listed Company shall not exceed the transaction consideration obtained for such Performance Compensation Asset under the Transaction due to the actual achieved income sharing amount for a certain Performance Compensation Asset is lower than the committed income sharing amount or the impairment of the Performance Compensation Assets upon expiry.

IV. Specific Scheme for Raising Ancillary funds

(I) Class and nominal value of shares to be issued

The shares to be issued for raising ancillary funds are RMB ordinary shares (A shares) with a nominal value of RMB1.00 per share.

(II) Target subscriber and number of shares to be issued

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The total proceeds of the ancillary funds raised shall not exceed RMB1.464 billion, and not exceed 100% of the transaction price of the assets to be purchased by issuing shares in the Restructuring, and the number of shares to be issued shall not exceed 30% of the total share capital of the Listed Company before the Transaction (i.e. not exceed 3,482,437,500 shares). The final number of shares to be issued shall not exceed the upper limit of the number of shares to be issued approved by the CSRC, which shall be determined by the Board of the Company or its authorized person based on the authorization of the general meeting and the actual situation at the time of the issuance. China Shipping intends to subscribe for RMB600 million, which shall not exceed the upper limit of the total proceeds of the ancillary funds approved by the CSRC to be raised.

The above-mentioned number of shares to be issued shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during

53

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

the period from the pricing base date of raising ancilliary funds to the date of issuance of shares.

If the latest regulatory opinions of the securities regulatory authorities are adjusted, the Listed Company may make corresponding adjustments to the issues related to the raising of the ancillary funds according to the latest regulatory opinions of the relevant securities regulatory authorities. The Transaction consists of two parts, namely, Acquisition of assets through issuance of shares and raising ancillary funds. The raising of ancillary funds shall be subject to the implementation of Acquisition of assets through issuance of shares, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares.

  1. Pricing base date, pricing basis and offering price
    The shares issued for raising ancillary funds will be issued by way of inquiry. The pricing base date

shall be the first day of the offering period for raising ancillary funds. The offering price shall not be lower than 80% of the average trading price of the A shares of the Company for the 20 trading days prior to the pricing base date and the latest audited net asset per share of the Company before the issuance. The final offering price will be determined by the Board of the Listed Company or its authorized person within the authority granted by the general meeting in consultation with the Independent Financial Adviser (lead underwriter) for the Transaction based on the inquiry result and in accordance with the relevant laws, administrative regulations and normative documents after the Transaction is approved by the CSRC. The specific timing of raising ancillary funds will be determined by the Company and the Independent Financial Adviser (lead underwriter) for the Transaction based on the plan for the use of proceeds and the specific market conditions. China Shipping will not participate in the market inquiry process but will accept the inquiry result, and its subscription price is the same as the subscription price of other target subscribers. If the offering price cannot be determined through the aforementioned market inquiry, China Shipping will subscribe at the above-mentioned floor price.

The offering price under the raising of ancillary funds shall be adjusted accordingly in accordance with the relevant rules of the CSRC and SSE in cases of ex-rights and ex-dividends matters of the Listed Company such as dividend distribution, bonus issue, allotment or conversion of capital reserve into share capital during the period from the pricing base date to the date of issuance.

(IV) Lock-up period arrangement

The Listed Company intends to raise ancillary funds in the form of non-public offering shares from no more than 35 (inclusive of 35) qualified specific investors including China Shipping. The shares subscribed for by China Shipping shall not be transferred within 36 months from the closing date of the issuance, while the shares subscribed for by other specific investors shall not be transferred within 6 months from the closing date of the issuance. China Shipping and COSCO SHIPPING, the direct controlling shareholder and indirect controlling shareholder of COSCO SHIPPING Development, undertook that the shares of COSCO SHIPPING Development directly and indirectly held before the Restructuring shall not be transferred within 18 months after the completion of the Restructuring.

If the above lock-up period is inconsistent with the regulatory opinions of the securities regulatory authorities, the Company and related parties may make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authorities.

(V) Listing place

The listing place of the shares issued for raising ancillary funds shall be the SSE.

(VI) Use of ancillary funds raised

The Transaction intends to raise ancillary funds not exceeding RMB1.464 billion. The raised funds are intended to be used for the production line technology renovation project of DFIC Qidong, container production line technology renovation project of DFIC Qingdao, logistics equipment renovation project of DFIC Ningbo, information system upgrade and construction project of Universal Technology and supplementing the working capital of the Listed Company after deducting the fees of intermediaries and other related expenses. In particular, the proportion of supplementing the working capital of the Listed Company does not exceed 25% of the transaction consideration of Acquisition of assets through issuance of shares.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

The specific uses of the ancillary funds raised are as follows:

Unit: RMB0'000

Project name

Implementing

Total investment amount

Raised funds to be invested

entity

Production line technology

DFIC Qidong

22,021.44

19,400.00

renovation project

Container production line

DFIC Qingdao

22,628.59

20,000.00

technology renovation project

Logistics equipment renovation

DFIC Ningbo

10,396.00

9,200.00

project

Information system upgrade and

Universal

9,742.20

8,800.00

construction project

Technology

Supplementing of the working

COSCO

SHIPPING

89,000.00

89,000.00

capital of the Listed Company

Development

Total

146,400.00

Prior to receiving the raised ancillary funds, the Listed Company may, where appropriate, use the aforesaid ancillary funds with its own or self-raised funds based on the market conditions and its actual conditions first. The Listed Company will implement relevant decision procedures in accordance with the relevant regulations of the CSRC and SSE, and use the raised ancillary funds to replace the funds invested previously.

The purchasing of assets by issuing shares is not subject to the successful implementation of raising ancillary funds, and whether the ancillary funds will be raised does not affect the implementation of the Company's purchasing of assets by issuing shares. If the Listed Company fails to successfully raise ancillary funds or the actual amount of funds raised is less than the amount required for the purpose of fund-raising, the Company will fill the funding gap through its own or self-raised funds. The Company will make appropriate adjustments to the investment order, amount and specific method of investment for the above mentioned purpose of fund-raising according to the net funds raised and the actual demand for funds raised.

(VII) Arrangement for accumulated undistributed profits

The undistributed profits accumulated before the completion of raising ancillary funds shall be shared by all shareholders of the Listed Company after the completion of raising ancillary funds according to the proportion of shares held by all the shareholders after the completion of raising ancillary funds.

V. Valuation and Consideration of the Target Assets

In the Restructuring, the evaluation benchmark date of target assets shall be 31 December 2020. The price of the Transaction shall be determined through negotiation by the parties to the transaction on the basis of the appraisal result issued by an appraisal institution in accordance with the provisions of the Securities Law, and filed with the competent state-owned assets supervision and administration authority.

For the purpose of the Restructuring, China Tong Cheng has issued the Asset Evaluation Reports (Zhong Tong Ping Bao Zi [2021] No. 12085, Zhong Tong Ping Bao Zi [2021] No. 12086, Zhong Tong Ping Bao Zi [2021] No. 12087 and Zhong Tong Ping Bao Zi [2021] No. 12088), these evaluation reports have been filed with the competent state-owned assets supervision and administration authority. According to the filed appraisal result, as of the evaluation reference date, the values of all shareholders' equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively, the details of which are as follows:

Unit: RMB0'000

Subject

Carrying amount of net

Appraised

Value-added

Value-added

Acquisition

Consideratio

assets as at evaluation

value

amount

rate

ratio

n of target

reference date

assets

Value of all

shareholders' equity

143,150.78

157,074.05

13,923.27

9.73%

100.00%

157,074.05

of DFIC Qidong

55

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Subject

Carrying amount of net

Appraised

Value-added

Value-added

Acquisition

Consideratio

assets as at evaluation

value

amount

rate

ratio

n of target

reference date

assets

Value of all

shareholders' equity

111,667.67

133,293.64

21,625.97

19.37%

100.00%

133,293.64

of DFIC Qingdao

Value of all

shareholders' equity

48,223.00

60,637.24

12,414.24

25.74%

100.00%

60,637.24

of DFIC Ningbo

Value of all

shareholders' equity

3,518.97

5,182.78

1,663.81

47.28%

100.00%

5,182.78

of Universal

Technology

Total

306,560.42

356,187.71

49,627.29

16.19%

100.00%

356,187.71

Upon friendly negotiations among the parties to the transaction, the total transfer price of target assets was determined to be RMB3,561,877,100 based on the above circumstances, of which the transfer price of 100% equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology were RMB1,570,740,500, RMB1,332,936,400, RMB606,372,400 and RMB51,827,800, respectively.

VI. The Transaction Constitutes a Connected Transaction

The counter party of the purchasing of assets by issuing shares, COSCO SHIPPING Investment, is a wholly-owned subsidiary of China Shipping, the direct controlling shareholder of the Listed Company. According to the relevant provisions of the Listing Rules, the acquisition of assets by issuing shares constitutes a connected transaction.

Subscribers of the shares issued for raising ancillary funds include China Shipping, which is the direct controlling shareholder of the Listed Company. According to the relevant provisions of the Listing Rules, the raising of ancillary funds constitutes a connected transaction.

In conclusion, the Transaction constitutes a connected transaction. When the Listed Company convened the Board meeting to review the relevant proposals of the Transaction, all related directors had abstained from voting. In considering relevant proposals at the general meetings of the Listed Company, related shareholders shall abstain from voting.

VII. The Transaction does not Constitute a Material Asset Reorganization

In the Transaction, the Listed Company intended to purchase 100% equity of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology, respectively. According to the 2020 audited financial data of the Listed Company and each of the Target Companies, and the consideration of the target assets in the Transaction, the relevant financial ratio is calculated as follows:

Unit: RMB0'000

Calculation

Financial

COSCO

Financial data of

Consideration of the

indicator (higher of

Percentage of

SHIPPING

target assets

financial data and

indicator

Development

(total)

Transaction

transaction

indicators

consideration)

Total assets

14,603,879.49

806,107.58

356,187.71

806,107.58

5.52%

Net assets

2,437,000.71

310,101.22

356,187.71

356,187.71

14.62%

Operating

1,894,131.21

819,992.08

-

819,992.08

43.29%

revenue

In accordance with the Measures for Administration of Restructuring, if a listed company conducts purchase and sale of the same assets or related assets continuously during a period of 12 months, the relevant amount shall be computed on a cumulative basis. Assets transactions in which a material assets reorganization report has been prepared and disclosed in accordance with the Measures for Administration of Restructuring shall be not required to be included in the calculation on a cumulative basis. Where the target assets in the Transaction traded are owned or controlled by the same counter party or relate to the same business or similar businesses, or other circumstances identified by the CSRC, they may be identified as the

56

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

same assets or related assets. Since the equity transfer and increasing capital through the introduction of strategic investors of COSCO SHIPPING Leasing Co., Ltd., a wholly-owned subsidiary of the Listed Company in which a material assets reorganization report has not been prepared and disclosed under "III. Purchases or sales of material assets by the Listed Company in the recent twelve months" of "Chapter 13 Other Material Events" in the Report were not the same assets or related assets with the target assets in the Transaction, the aforesaid transaction content is independent of the Transaction and without any related relationship. Therefore, the aforesaid transactions shall not be required to be included in the calculation on a cumulative basis.

According to the above calculations, for the purpose of the target assets in the Transaction, the higher of total assets and the transaction consideration, the higher of the net assets and the transaction consideration, and the total operating income accounted for less than 50% of the respective financial data of the Listed Company. According to the Measures for Administration of Restructuring, the Transaction does not constitute a material asset reorganization of the Listed Company. However, the Transaction involves the issuance of shares, and is therefore subject to the review by the Merger and Reorganization Vetting Committee and approval by the CSRC.

VIII. The Transaction does not Constitute a Listing by Reorganization

The controlling shareholders and actual controllers of the Listed Company remain unchanged before and after the Transaction. The Transaction will not result in the change of the control of the Listed Company. The controlling shareholders or actual controllers or the Listed Company were not changed in 36 months before the transaction. Therefore, according to the relevant provisions of the Measures for Administration of Restructuring, the transaction does not constitute a listing by reorganization.

IX. Decision-making Process and Approval Status of the Transaction

  1. The decision-making process and approval procedures that have been fulfilled for the Transaction
    1. On 27 January 2021, COSCO Shipping Development held the 30th Meeting of the sixth session of the Board of Directors, at which the Proposal on Acquisition of Assets through Issuance of Shares and Raising Ancillary Funds and the Connected Transactions was considered and approved;
    2. On 27 January 2021, COSCO Shipping Development held the 12th Meeting of the sixth session of the Board of Supervisors, at which the Proposal on Acquisition of Assets through Issuance of Shares and Raising Ancillary Funds and the Connected Transactions was considered and approved;
    3. On 27 January 2021, COSCO Shipping Investment held a Board meeting, at which the proposals related to the Transaction was considered and approved;
    4. On 27 January 2021, China Shipping's shareholder COSCO SHIPPING made decisions, which approved China Shipping to purchase the non-public offering shares of COSCO SHIPPING Development;
    5. On 22 April 2021, COSCO Shipping Investment held a Board meeting again, which reviewed and approved the proposals related to the Transaction;
    6. On 23 April 2021, COSCO SHIPPING held a Board meeting, which reviewed and approved the proposals related to the Transaction;
    7. On 29 April 2021, the valuation report on the target assets under the Transaction has been filed with the competent state-owned assets supervision and administration authority;
    8. On 29 April 2021, COSCO Shipping Development held the 36th Meeting of the Sixth Session of the Board of Directors, which reviewed and approved the Proposal on Acquisition of assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;
    9. On 29 April 2021, COSCO Shipping Development held the 15th Meeting of the Sixth Session of the Board of Supervisors, which reviewed and approved the Proposal on Acquisition of assets through issuance of shares and Raising Ancillary Funds and the Connected Transactions;

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

10.On 29 April 2021, COSCO Shipping Investment (shareholder of target company) made decisions, which approved to transfer 100% of equity interests of target company to COSCO SHIPPING Development.

  1. The decision-making process and approval procedures to be fulfilled for the Transaction
    1. The formal transaction scheme shall be approved by the competent state-owned assets supervision and administration authority.
    2. The Transaction shall be granted by the Executive Officer of the SFC with Whitewash Waiver and consent for Special transaction;
    3. The general meeting of the Listed Company shall exempt COSCO Shipping Investment, China Shipping and their persons acting in concert from the tender offer obligation related to the Transaction;
    4. The transaction scheme shall be approved by the general meeting, A Shareholders' Class Meeting and H Shareholders' Class Meeting of the Listed Company;
    5. The Transaction shall be approved by the CSRC;
    6. After the completion of the Transaction, related parties shall be subject to performance of the obligation to submit information on foreign investment-related information to the competent commercial authorities in accordance with the Foreign Investment Law of the People's Republic of China and other relevant laws and regulations and regulatory documents.

The above approvals and authorizations are the prerequisites of the Transaction. The Restructuring plan shall not be implemented before it is reviewed and approved. Whether the Transaction will be approved and the final approval time is uncertain. Investors are advised to pay attention to the investment risks.

X. Impact of the Restructuring on the Listed Company

(I) Impact on the shareholding structure of the Listed Company

As of the execution date of the Summary of Report, the total share capital of the Listed Company was 11,608,125,000 shares. Based on the transaction price of target assets in the Transaction of RMB3,561,877,100 and the offering price of shares of RMB2.51 per share, the Listed Company will issue additional of 1,419,074,539 shares. The Listed Company's total share capital will increase to 13,027,199,539 shares after the completion of the Transaction (without taking into account of the raising of ancillary funds), the details of which are as follows:

Prior to the Transaction

After the Transaction

Shareholder

Number of shares

Class of

Shareholdi

Number of shares

Shareholdi

ng ratio

Class of shares

ng ratio

held (shares)

shares

held (shares)

(%)

(%)

China

Shipping

Group

Company

4,410,624,386

A shares

38.00%

4,410,624,386

A shares

33.86%

Limited

China

COSCO

SHIPPING

47,570,789

A shares

0.41%

47,570,789

A shares

0.37%

Corporation Limited

COSCO

SHIPPING

-

-

-

1,419,074,539

A shares

Investment Holdings

11.67%

100,944,000

H shares

0.87%

100,944,000

H shares

Co., Ltd.note 1

Other shareholders

3,473,929,825

A shares

60.72%

3,473,929,825

A shares

54.11%

3,575,056,000

H shares

3,575,056,000

H shares

Total

11,608,125,000

-

100.00%

13,027,199, 539

-

100.00%

Note 1: COSCO SHIPPING Investment indirectly holds 100,944,000 H shares of the Company through its subsidiary

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

Ocean Fortune Investment Limited.

After the completion of the Transaction, China Shipping shall remain the direct controlling shareholder of the Listed Company, COSCO SHIPPING shall remain the indirect controlling shareholder of the Listed Company, and SASAC shall remain the actual controller of the Listed Company. Therefore, the Transaction will not result in the change of the controlling shareholder or actual controller of the Listed Company.

(II) Impact on the principal businesses of the Listed Company

Prior to the Transaction, the principal businesses of the Listed Company are shipping and related industry leasing, container manufacturing, investment and services. The Transaction is for acquiring all the equity held by COSCO Shipping Investment in the Target Companies, which mainly engages in the container manufacturing business. There is no material change to the principal businesses of the Listed Company after the Transaction.

Through the Transaction, the Listed Company can effectively eliminate horizontal competition, further increase the global market share of container manufacturing business, strengthen scientific reaserch and development capabilities, fill and optimize the deployment of resources in some key regions and enhance location advantages, and improve the ability to meet customers' diversified product needs, thereby improving the Company' s comprehensive strength of container manufacturing business sector. The Listed Company will continue to build an industrial cluster centering on shipping and related industry leasing, container manufacturing, investment and related services, to further enhance the core competitiveness and increase the interests of all shareholders.

  1. Impact on the key financial indicators of the Listed Company
    According to the Pro Forma Review Report of the Listed Company issued by ERNST & YOUNG, the

key financial data of the Listed Company prior to and after the completion of the Transaction are as follows:

Unit: RMB0'000

Items of consolidated balance sheet

31 December 2020

Prior to the Transaction

After the Transaction (pro

forma)

Total assets

14,603,879.49

15,323,258.05

Total liabilities

12,166,878.78

12,582,671.09

Owners' equity

2,437,000.71

2,740,586.97

Equity attributable to owners of the parent

2,437,000.71

2,740,586.97

Items of consolidated income statement

2020

Prior to the Transaction

After the Transaction (pro

forma)

Operating revenue

1,894,131.21

2,018,187.77

Net profit

213,051.68

214,127.64

Net profit attributable to owners of the parent

213,051.68

214,127.64

Key financial indicators

31 December 2020/2020

Prior to the Transaction

After the Transaction (pro

forma)

Basic earnings per share (RMB/share)

0.16

0.14

Diluted earnings per share (RMB/share)

0.16

0.14

Gross profit margin (%)

25.01

26.04

Consolidated gearing ratio (%)

83.31

82.11

Weighted average return on equity (%)

10.16

8.66

59

COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

After the Transaction, the Company's asset size and capital strength have been enhanced; the Company's income level has increased and the market size has expanded; in addition, the Company's gearing ratio has decreased and the capital structure has been optimized.

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COSCO SHIPPING Development Co., Ltd.

Summary of Report on Acquisition of Assets and Raising Ancillary

Funds through Issuance of Shares and Connected Transactions (Draft)

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COSCO SHIPPING Development Co., Ltd

29 April 2021

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Cosco Shipping Development Co. Ltd. published this content on 29 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2021 14:45:03 UTC.