Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

COSCO SHIPPING Development Co., Ltd. Capital/Financing Update 2006

Jan 10, 2006

50782_rns_2006-01-10_ded6a46b-6050-43d5-9af6-c2e50ae1c6fe.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [220 x 64] intentionally omitted <==

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 2866)

DISCLOSEABLE TRANSACTION CONSTRUCTION OF VESSELS AND CONNECTED TRANSACTION PURCHASE OF CONTAINERS

Construction of Vessels

The board of directors (the “Board”) of China Shipping Container Lines Company Limited (the “Company”) is pleased to announce that on 10 January 2006, the Company entered into four agreements (the “Vessel Agreements”) with China Ship Building & Offshore International Co., Ltd. (“China Vessel”) and Dalian Ship Building Industry Co., Ltd. (“Dalian Vessel”) for the construction of four 4,250 twenty-foot equivalent units (“TEU”) container vessels. The total cash consideration for the construction of the four vessels is US$230.8 million (equivalent to approximately HK$1,791.008 million). The entering into of the Vessel Agreements constitutes a discloseable transaction of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Purchase of Containers

The Board is also pleased to announce that China Shipping Container Lines (Asia) Co., Ltd. (“CS Asia”), a subsidiary of the Company, and Dong Fang International Container (Lianyungang) Co., Ltd. (“DFIC”) entered into a container purchase agreement (the “Container Agreement”) on 10 January 2006 whereby CS Asia had agreed to purchase and DFIC had agreed to sell an aggregate of 13,500 TEU of steel type general purpose containers (the “Containers”) at a total cash consideration of US$18,997,600 (equivalent to approximately HK$147,421,376).

DFIC is a connected person (as defined under the Listing Rules) of the Company. Hence, the Container Agreement constitutes a connected transaction of the Company under the Listing Rules. CS Asia had previously purchased an aggregate of 20,000 TEU of steel type general purpose containers (the “Previous Containers”) from DFIC at a total cash consideration of US$31,306,000 (equivalent to approximately HK$242,934,560) as referred to in the two announcements of the Company dated 31 October 2005 and 30 November 2005. The aggregate consideration payable for the purchase of the Containers and the Previous Containers does not exceed 2.5% of any of the applicable percentage ratios. Under Rule 14A.32 of the Listing Rules, the Container Agreement is therefore exempted from the independent shareholders’ approval requirement applicable to connected transactions under the Listing Rules, but is still subject to the relevant disclosure and reporting requirements.

I. Construction of Vessels: General

On 10 January 2006, the Company (as the buyer) entered into the Vessel Agreements with China Vessel and Dalian Vessel (as the sellers) for the construction of four 4,250 TEU container vessels. The total cash consideration for the construction of the four vessels is US$230.8 million (equivalent to approximately HK$1,791.008 million). The entering into of the Vessel Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules. Dalian Vessel is a Chinese shipbuilder and China Vessel is a ship trading agent of Dalian Vessel. To the best of the knowledge, information and belief of the directors of the Company (the “Directors”) having made all reasonable enquires, China Vessel, Dalian Vessel and China Ship Building Industry Corporation, their ultimate beneficial owner, are independent third parties that are not connected persons of the Company, and are not connected with the Directors, chief executive(s) or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the Listing Rules). The terms of the Vessel Agreements were determined on an arm’s length basis and on normal commercial terms, and the Directors, including the independent non-executive Directors, consider them to be fair and reasonable and to be in the interests of the Company and the shareholders of the Company (the “Shareholders”) as a whole based on market information available to the Company and the Directors’ experience in the container shipping industry.

Terms of the Vessel Agreements

The price of each of the four vessels will be payable in Renminbi in five instalments. The first instalment for the four vessels, amounting to 20% of the total price (being a total sum of US$46.16 million (equivalent to approximately HK$358.2016 million)), is payable within 15 business days after the signing of the Vessel Agreements. The second, third and fourth instalments for the four vessels, each of which amounting to 20% of the total price (being a sum of US$46.16 million (equivalent to approximately HK$358.2016 million)), are payable at various stages of the construction of such vessels and within five business days of receipt of the relevant work progress report and invoice by the Company. The final instalment for the four vessels, amounting to 20% of the total price (being a sum of US$46.16 million (equivalent to approximately HK$358.2016 million)), is payable within five business days of the receipt of all the original documentation in relation to the completion of such vessels by the Company.

The first vessel is expected to be delivered on or before 30 September 2008 with the others to be delivered on or before 31 October 2008, 31 December 2008 and 31 March 2009 respectively. Finance Terms The Company intends to arrange for bank borrowings for approximately 70% of the total consideration for the construction of the four vessels with the balance to be funded by internal resources. It is expected that the financing will be finalized in the near future. Should such financing not be arranged, the full purchase price of each vessel will be funded from internal resources. Information about the Group The Company and its subsidiaries (the “Group”) are principally engaged in the operation and management of international and domestic container marine transportation. According to current market forecast, demand for container marine transportation in the Australian trade lanes and PRC domestic trade lanes will maintain their growing trend in the next few years. The Directors are of the view that the construction and ownership of the four 4,250 TEU container vessels will assist the Group in satisfying market demand, consolidating and expanding the Group’s market share and maintaining the Group’s continuous development and market competitiveness. Under the Listing Rules, the entering into of the Vessel Agreements for the construction of the four vessels constitutes a discloseable transaction of the Company. A circular giving details of the transaction under the Vessel Agreements will be despatched to the Shareholders, for their information only, in due course. II. Purchase of Containers The Container Agreement

  • (a) Date 10 January 2006

  • (b) Parties Seller: DFIC, a connected person of the Company Buyer: CS Asia, a wholly-owned subsidiary of the Company

  • (c) The Containers Pursuant to the Container Agreement, CS Asia had agreed to purchase and DFIC had agreed to sell an aggregate of 13,500 TEU of new steel type general purpose containers.

  • (d) Consideration Pursuant to the Container Agreement, CS Asia had agreed to purchase the Containers from DFIC at a total cash consideration of US$18,997,600 (equivalent to approximately HK$147,421,376). Details of the consideration payable for each type of container and other terms of sale are set out below: (i) Type: 20 feet general purpose container Unit price per Container: US$1,498 Place of delivery: such depots designated by CS Asia in Shanghai, Ningbo, Qingdao, Tianjin and/or Dalian Number of units: 5,500

Consideration: US$8,239,000 (equivalent to approximately HK$63,934,640)

  • (ii) Type: 20 feet general purpose container Unit price per Container: US$1,548 Place of delivery: such depots designated by CS Asia in Shenzhen and surrounding areas Number of units: 2,000 Consideration: US$3,096,000 (equivalent to approximately HK$20,024,960)

  • (iii) Type: 40 feet general purpose container Unit price per Container: US$2,476.8 Place of delivery: such depots designated by CS Asia in Shenzhen and surrounding areas Number of units: 1,500 Consideration: US$3,715,200 (equivalent to approximately HK$28,829,952)

(iv) Type: 40 feet general purpose container (high type) Unit price per Container: US$2,631.6 Place of delivery: such depots designated by CS Asia in Shenzhen and surrounding areas Number of units: 1,500 Consideration: US$3,947,400 (equivalent to approximately HK$30,631,824)

The total consideration was determined on the basis of arm’s length negotiations between CS Asia and DFIC, after CS Asia taking into account the unit prices currently quoted by independent third parties. The unit prices quoted by independent third parties to CS Asia were higher than the unit prices charged by DFIC set out above.

(e) Delivery Time The Containers are to be delivered during the period from 15 January 2006 to 7 February 2006.

* The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China Shipping Container Lines Company Limited”.

– 1 –

(f) Payment The total cash consideration for the Containers shall be paid to DFIC within 60 days after the signing of the Container Agreement. Such consideration will be funded from bank facilities available to CS Asia.

Reason for the purchase

As the shipping capacity of the Group has increased significantly (i.e. the shipping capacity of the Group has reached 347,851 TEU as at the date of this announcement), the Group is in great need of additional containers to support its increased shipping volume at this stage. The Board (including the independent non-executive directors) believes that the terms of the Container Agreement (including the consideration) are fair and reasonable, in the interests of the Company and the shareholders of the Company as a whole and no less favourable to the Company than terms available from independent third parties. Particulars of the Container Agreement will be disclosed in the Company’s annual report for the year ending 31 December 2006.

General information

The Group is principally engaged in the operation and management of international and domestic container marine transportation.

DFIC is principally engaged in the design, manufacture and sale of containers.

DFIC is a wholly-owned subsidiary of China Shipping (Group) Company, which is the controlling shareholder of the Company. Therefore, DFIC is a connected person of the Company. Hence, the Container Agreement constitutes a connected transaction of the Company under the Listing Rules. CS Asia had previously purchased the Previous Containers from DFIC at a total cash consideration of US$31,306,000 (equivalent to approximately HK$242,934,560) as referred to in the two announcements of the Company dated 31 October 2005 and 30 November 2005. The aggregate consideration payable for the purchase of the Containers and the Previous Containers does not exceed 2.5% of any of the applicable percentage ratios. Under Rule 14A.32 of the Listing Rules, the Container Agreement is therefore exempted from the independent shareholders’ approval requirement applicable to connected transactions under the Listing Rules, but is still subject to the relevant disclosure and reporting requirements.

By order of the Board of China Shipping Container Lines Company Limited Li Kelin Chairman

Shanghai, the People’s Republic of China

10 January 2006

The Board as at the date of this announcement comprises of Mr. Li Kelin, Mr. Jia Hongxiang, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive directors, Mr. Li Shaode, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Zhang Guofa and Mr. Xu Hui, being non-executive directors, and Mr. Hu Hanxiang, Mr. Gu Nianzu, Mr. Wang Zongxi and Mr. Lam Siu Wai, Steven, being independent non-executive directors.

The exchange rate adopted in this announcement for illustration purposes only is US$1.00=HK$7.76

“Please also refer to the published version of this announcement in South China Morning Post.”

– 2 –