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COSCO SHIPPING Development Co., Ltd. Capital/Financing Update 2007

Aug 9, 2007

50782_rns_2007-08-09_d540e01b-bc28-46ad-b72f-45b3dbe8b4ae.pdf

Capital/Financing Update

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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.

WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 2866)

(1) Proposed A Share Issue

(2) Proposed Bonus Issue

(3) Proposed appointment of independent non-executive Director, adjustment of the composition of the Supervisory Committee and change in the Chairman of the Remuneration Committee

(4) Proposed amendments to the Articles of Association

(5) Adoption of certain rules of procedure and the Fair Decision-Making System for Connected Transactions

(6) Resumption of trading

This announcement is issued pursuant to Rule 13.09(1) of the Listing Rules.

At the request of the Company, trading in the H Shares was suspended with effect from 9:30 a.m. on 9 August 2007 pending the release of this announcement. An application has been made by the Company to the Hong Kong Stock Exchange for trading in the H Shares to resume from 9:30 a.m. on 10 August 2007.

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PROPOSED A SHARE ISSUE

The Board is pleased to announce that at the Board meeting held on 8 August 2007, it was resolved that, subject to Shareholders’ approval at the EGM and the separate Class Meetings, the Company will apply (i) to the relevant authorities for regulatory approvals for the allotment and issue of not more than the higher of (a) 1,507,500,000 A Shares; or (b) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared, to qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with), by way of public offering of new shares and/or such other manner as shall be approved by the relevant authorities; and (ii) to the Shanghai Stock Exchange for the listing of and dealings in its A Shares. The A Share Issue is subject to approvals from (i) Shareholders at the EGM and separate Class Meetings; and (ii) the CSRC and other relevant authorities.

The net proceeds from the A Share Issue, after deducting related expenses, will be used to (i) construct container vessels; (ii) purchase assets related to container transportation business ; (iii) strengthen the Company’s working capital base, and (vi) repay bank loans. The Company has not yet made any decision in relation to the percentage of proceeds to be applied to each of the above categories of use of proceeds.

PROPOSED BONUS ISSUE

It is proposed that the Company distributes part of the distributable profits of the Group up to and including 30 June 2007 in the amount of RMB 3,316,500,000 by way of a Bonus Issue to Shareholders on the basis of 5.5 Bonus Shares for every 10 existing Shares of par value RMB 1.00 each.

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, ADJUSTMENT OF THE COMPOSITION OF THE SUPERVISORY COMMITTEE AND CHANGE IN THE CHAIRMAN OF THE REMUNERATION COMMITTEE

In order to comply with the relevant recommended best practice under Appendix 14 of the Listing Rules and the relevant requirements applicable to PRC listed issuers, the Board proposes to appoint Mr. Shen Chongying as an additional independent non-executive Director. Thus the number of independent non-executive Directors is proposed to be increased from 4 to 5.

Moreover, Mr.Yao Guojian is proposed to be removed from his position as a Shareholder approved supervisor and the vacancy will be filled by a supervisor to be elected at the employees’ representative meeting. Thus, after the removal and election, although the total number of supervisors will not be changed, the number of employee appointed supervisors will be increased from 1 to 2.

Mr. Zhang Jianhua has been removed from his position as the Chairman of the Remuneration Committee of the Board and Mr. Shen Kangchen, who is one of the independent non-executive Directors, has been appointed to succeed Mr. Zhang Jianhua as the Chairman of the Remuneration Committee. Mr. Zhang Jianhua will continue to be a member of the Remuneration Committee.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ADOPTION OF CERTAIN RULES OF PROCEDURE AND THE FAIR DESICION-MAKING SYSTEM FOR CONNECTED TRANSACTIONS

In light of the proposed Bonus Issue and A Share Issue and to further improve corporate governance, the Board proposes to make certain amendments to the Articles of Association and adopt Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair Decision-Making System for Connected Transactions, pursuant to the requirements of the applicable PRC laws and regulations and the relevant rules of the Shanghai Stock Exchange on which the A Shares will be listed. Details of the proposed amendments to the Articles of Association and the adoption of Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair Decision-Making System for Connected Transactions, will be set out in the circular to be dispatched to Shareholders.

The proposed amendments and the adoption of such system and rules of procedure shall come into effect upon the revised Articles of Association of the Company coming into effect and are subject to the approval of Shareholders at the EGM.

CIRCULAR

A circular containing, among other things, details of the A Share Issue, the Bonus Issue, the proposed amendments to the Articles of Association, the adoption of Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair DecisionMaking System for Connected Transactions, and the notices of the EGM and separate Class Meetings will be despatched to Shareholders as soon as practicable.

There is no assurance that the A Share Issue will proceed. Investors are advised to exercise caution in dealing in the H Shares. Further details about the A Share Issue will be disclosed by the Company in the PRC in due course and relevant information will be disclosed in Hong Kong concurrently in accordance with the Listing Rules.

This announcement is issued pursuant to Rule 13.09(1) of the Listing Rules.

At the request of the Company, trading in the H Shares was suspended with effect from 9:30 a.m. on 9 August 2007 pending the release of this announcement. An application has been made by the Company to the Hong Kong Stock Exchange for trading in the H Shares to resume from 9:30 a.m. on 10 August 2007.

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1. PROPOSED A SHARE OFFERING AND LISTING

(a) General

At the Board meeting held on 8 August 2007, subject to Shareholders’ approval at the EGM and the separate Class Meetings, the Company will apply (i) to the relevant authorities for regulatory approvals for the allotment and issue of not more than the higher of (a) 1,507,500,000 A Shares; or (b) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared, to qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with), by way of public offering of new shares and/or such other manner as shall be approved by the relevant authorities; and (ii) to the Shanghai Stock Exchange for the listing of and dealings in its A Shares. At present, the H Shares of the Company are listed on the main board of the Hong Kong Stock Exchange.

(b) Structure of the A Share Issue

Type of securities to be issued: A Shares Nominal value: RMB1.00 each

Proposed stock exchange Shanghai Stock Exchange for listing:

Number of A Shares to be issued: Not more than the higher of (i) 1,507,500,000 A Shares; or (ii) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared.

The final number of A Shares to be issued shall be determined by the Board based on the approval to be obtained from the CSRC and as authorized by the Shareholders at the EGM and separate Class Meetings, having regard to the relevant market conditions.

Plan of distribution of distributable profits:

New Shareholders to be issued with A Shares under the A Share Issue will not be entitled to the distributable profits of the Group up to and including 30 June 2007.

Matters relating to the above distribution of distributable profits shall be decided by the Board in accordance with the authorization of the Shareholders at the EGM and separate Class Meetings.

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The Group’s distributable profits from1 July 2007 to the day immediately prior to the completion of the A Share Issue shall be shared by all new and existing Shareholders of the Company after the A Share Issue in proportion to their respective shareholdings.

Target subscribers:

  • Methods of issue

Price determination method:

Qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with).

The proposed A Share Issue shall be conducted via a combination of placement through (i) allotment to strategic investors; (ii) offline offering to investors subject to market consultation; and (iii) placement through online subscription; or other methods of issue approved by the CSRC.

The issue price range will be determined based on prevailing market conditions of the PRC securities market at the time when the A Share Issue takes place, by way of market pricing consultation mechanism or any other price determination method approved by the CSRC.

The issue price and the amount to be raised from the A Share Issue cannot be ascertained as at the date of this announcement and the circular because the market consultation can only be conducted after all the requisite approvals have been obtained. The Company will make an announcement following the determination of the issue price and the amount to be raised from the A Share Issue, and provide further information as to the basis for determination of the issue price.

Use of proceeds:

The net proceeds from the A Share Issue, after deducting related expenses, will be used to (i) construct container vessels; (ii) purchase assets related to container transportation business; (iii) strengthen the Company’s working capital base, and (vi) repay bank loans. The Company has not yet made any decision in relation to the percentage of proceeds to be applied to each of the above categories of use of proceeds.

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(c) Shareholders’ approval and other approvals

At the annual general meeting of the Company held on 26 June 2007, the Shareholders granted a general mandate to the Board to issue, allot and deal with additional Domestic Shares and H Shares in the Company not exceeding 20% of each of its existing Domestic Shares (i.e. 722,000,000 Domestic Shares) and H Shares (i.e. 484,000,000 H Shares) of the Company in issue as at the date of the special resolution. To date, the Company has not issued any Shares under the general mandate.

However, the number of A Shares to be issued will exceed 20% of each of its existing Domestic Shares and H Shares, thus, under the Listing Rules, the approvals from both the EGM and the separate Class Meetings shall be required for the A Share Issue.

Therefore, the A Share Issue is subject to approvals from (i) Shareholders at the EGM and the separate Class Meetings; and (ii) the CSRC and other relevant authorities.

The Bonus Issue is conditional on the approval of the A Share Issue by the Shareholders at the EGM and the separate Class Meetings, but the A Share Issue is not conditional on the approval of the Bonus Issue by the Shareholders at the EGM and the separate Class Meetings.

The EGM and the separate Class Meetings will be held as soon as practicable to, among other things, (i) approve the A Share Issue; (ii) authorize the Board to determine and implement the specific plan for the A Share Issue (including, but not limited to, timetable of issue, the final number of A Shares to be issued, method of issue, issue price and target subscribers); and (iii) authorize the Board to enter into documents in relation to the A Share Issue (including, but not limited to, the prospectus, the summary of the prospectus, Sponsor Agreement, Listing Agreement and various announcements).

The Shareholders’ approval in respect of the A Share Issue, if obtained from the EGM and the separate Class Meetings, shall be effective for a period of 12 months from the date of such approval. In addition, the examination and consent of the Shanghai Stock Exchange for the listing of and dealings in the A Shares on the Shanghai Stock Exchange is also required.

(d) Reasons for and benefits of the A Share Issue

The Company believes that the A Share Issue will establish a new financing platform for the Company, upgrade the brand recognition of the Company, promote the strategy of improving the quality of the shipping routes, fund the Company’s ongoing business development and improve the Company’s competitiveness and profit return to the Shareholders. The Board believes that the A Share Issue will benefit the Company and Shareholders as a whole.

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(e) Effect of the A Share Issue and/or the Bonus Issue on the Company’s shareholding structure

Set out below is the shareholding structure of the Company as at the date of this announcement, immediately upon completion of (1) the Bonus Issue ; (2) the A Share Issue ( assuming the Bonus Issue is not approved); and (3) the A Share Issue, based on the assumption that an aggregate of 2,336,625,000 A Shares will be issued (assuming that the Bonus Issue is completed before the A Share Issue). However, investors are cautioned that the final offer size of the A Share Issue is subject to (i) approval from Shareholders at the EGM and separate Class Meetings; (ii) approvals from the CSRC and other relevant authorities, and (iii) adjustment by the Board, and will be dependent on the prevailing conditions of the PRC securities market at the time when the A Share Issue takes place by way of customary domestic pricing consultation mechanism or any other price determination method approved by the CSRC.

Immediately
upon completion Immediately
of the A Share Issue upon completion
As at the date Immediately (assuming of the Bonus Issue
of this upon completion the Bonus Issue and the
announcement of the Bonus Issue is not approved) A Share Issue
Number of Shares Number of Shares Number of Shares Number of Shares
(%) (%) (%) (%)
(1)Domestic Shares
– held by China Shipping 3,610,000,000 5,595,500,000 3,610,000,000 5,595,500,000
(Group) Company (59.87%) ( 59.87%) (47.89%) ( 47.89%)
– A Shares 0 0 1,507,500,000 2,336,625,000
(0%) ( 0%) (20.00%) (20%)
(2)H Shares 2,420,000,000 3,751,000,000 2,420,000,000 3,751,000,000
(40.13%) ( 40.13%) (32.11%) (32.11%)
(3)Total Number of Shares 6,030,000,000 9,346,500,000 7,537,500,000 11,683,125,000
(100%) (100%) (100%) ( 100%)

As advised by Jingtian & Gongcheng, according to the current relevant PRC laws and regulations and the relevant requirements of the CSRC and the Shanghai Stock Exchange, Domestic Shares issued before completion of the A Share Issue may be converted to qualified tradable shares, and thus become A Shares. Except for the relevant requirements relating to lock-up period under the relevant laws and regulations and the listing rules of the Shanghai Stock Exchange, such A Shares shall carry the same rights as the other A Shares issued by the Company. It is expected that the conversion of Domestic Shares into A Shares will not involve any payment of compensation by the holders of such Domestic Shares to the holders of the A Shares issued under the A Share Issue.

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2. PROPOSED BONUS ISSUE

(a) Bonus Issue

It is proposed that the Company distributes part of the distributable profits of the Group up to and including 30 June 2007 in the amount of RMB 3,316,500,000 by way of a Bonus Issue to Shareholders on the basis of 5.5 Bonus Shares for every 10 existing Shares of par value RMB 1.00 each.

Matters relating to the Bonus Issue shall be decided by the Board in accordance with the authorization of the Shareholders at the EGM and separate Class Meetings.

(b) Conditions of the Bonus Issue

The proposed Bonus Issue is conditional upon the following:

  • (i) the passing of special resolutions to approve the Bonus Issue and the A Share Issue at the EGM and the separate Class Meetings;

  • (ii) the Listing Committee of the Hong Kong Stock Exchange granting listing of, and permission to deal in, the Bonus H Shares; and

(iii) the granting of approval of the Bonus Issue by the relevant PRC approval authorities.

3. PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, ADJUSTMENT OF THE COMPOSITION OF THE SUPERVISORY COMMITTEE AND CHANGE IN THE CHAIRMAN OF THE REMUNERATION COMMITTEE

(a) Appointment of Independent Non-Executive Director

In order to comply with the relevant recommended best practice under Appendix 14 of the Listing Rules and the relevant requirements applicable to PRC listed issuers, the Board proposes to appoint Mr. Shen Chongying as an additional independent nonexecutive Director. A resolution for the appointment of Mr. Shen Chongying as an independent non-executive Director will be proposed at the EGM. Thus the number of independent non-executive Directors will be increased from 4 to 5. His appointment will come into effect after his appointment is approved at the EGM and after the revised Articles of Association of the Company comes into effect.

(b) Adjustment of the Composition of the Supervisory Committee

Mr.Yao Guojian is proposed to be removed from his position as a Shareholder approved supervisor and the vacancy will be filled by a supervisor to be elected at the employees’ representative meeting. Thus, after the removal and election, although the total number of supervisors will not be changed, the number of employee appointed supervisors is proposed to be increased from 1 to 2.

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(c) Change in the Chairman of Remuneration Committee

Mr. Zhang Jianhua has been removed from his position as the Chairman of the Remuneration Committee of the Board, and Mr. Shen Kangchen, who is one of the independent non-executive Directors has been appointed to succeed Mr. Zhang Jianhua as the Chairman of the Remuneration Committee. Mr. Zhang Jianhua will continue to be a member of the Remuneration Committee.

4. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE ADOPTION OF RULES AND PROCEDURES OF SHAREHOLDERS’ GENERAL MEETINGS, RULES AND PROCEDURES OF MEETINGS OF THE BOARD OF DIRECTORS, RULES AND PROCEDURES OF MEETINGS OF THE SUPERVISORY COMMITTEE AND THE FAIR DESICION-MAKING SYSTEM FOR CONNECTED TRANSACTIONS

In light of the proposed Bonus Issue and A Share Issue and to further improve corporate governance, the Board proposes to make certain amendments to the Articles of Association and adopt Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair Decision-Making System for Connected Transactions, pursuant to the requirements of the applicable PRC laws and regulations and the relevant rules of the Shanghai Stock Exchange on which the A Shares will be listed.

The proposed amendments and the adoption of such system and rules of procedure shall come into effect upon the revised Articles of Association of the Company coming into effect and are subject to the approval of Shareholders at the EGM. Details of the proposed amendments to the Articles of Association, Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair Decision-Making System for Connected Transactions will be set out in the circular to be despatched to Shareholders.

5. CIRCULAR

A circular containing, among other things, details of the A Share Issue, the Bonus Issue, the proposed amendments to the Articles of Association, the adoption of Rules and Procedures of Shareholders’ General Meetings, Rules and Procedures of Meetings of the Board of Directors, Rules and Procedures of Meetings of the Supervisory Committee and the Fair DecisionMaking System for Connected Transactions and notices to Shareholders convening the EGM and the separate Class Meetings will be despatched to Shareholders as soon as practicable.

There is no assurance that the A Share Issue will proceed. Investors are advised to exercise caution in dealing in the H Shares. Further details about the A Share Issue will be disclosed by the Company in the PRC in due course and relevant information will be disclosed in Hong Kong concurrently in accordance with the Listing Rules.

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DEFINITIONS

In this announcement, the following expressions have the following meanings, unless the context requires otherwise:

  • “A Shares” the ordinary shares to be subscribed for in RMB, which are proposed to be allotted and issued by the Company to qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with), and to be listed on the Shanghai Stock Exchange;

  • “A Share Issue” the proposed allotment and issue of not more than the higher of (i)1,507,500,000 A Shares; or (ii) 20% of the enlarged issued share capital of the Company immediately after completion of the proposed A Share Issue and the Bonus Issue, assuming that the Bonus Issue is declared, to qualified strategic investors and investors subject to market consultation who comply with the requirements of the CSRC, and natural persons, legal persons and other investors who have opened A share accounts with the Shanghai Stock Exchange (except those who are prohibited by the PRC laws, regulations and other regulatory requirements which an issuer is required to comply with), by way of public offering of new shares and/or such other manner as shall be approved by the relevant authorities, which are proposed to be listed on the Shanghai Stock Exchange;

  • “Articles of Association” the articles of association of the Company, as amended, modified or otherwise supplemented from time to time;

  • “Board” the board of Directors of the Company; “Bonus H Shares” new H Shares to be issued pursuant to the Bonus Issue; “Bonus Issue” part of the distributable profits of the Group up to and including 30 June 2007 in the amount of RMB 3,316,500,000 to be distributed by the Company, by way of a Bonus Issue to Shareholders on the basis of 5.5 Bonus Shares for every 10 existing Shares of par value RMB 1.00 each;

  • “Bonus Shares” new Shares to be issued pursuant to the Bonus Issue;

  • “Class Meetings” the Domestic Shareholders Class Meeting and the Foreign Shareholders Class Meeting;

  • “Company” 中海集裝箱運輸股份有限公司 (China Shipping Container Lines Company Limited), a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Hong Kong Stock Exchange;

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“CSRC” 中國證券監督管理委員會(China Securities Regulatory
Commission);
“Directors” the directors of the Company, including the executive, non-executive
and independent non-executive directors of the Company;
“Domestic Shareholders the class meeting for holders of Domestic Shares to be held as
Class Meeting” soon as practicable to approve, inter alia, the A Share Issue;
“Domestic Shares” shares issued by the Company, the par value of which is RMB 1.00
each and is denominated in Renminbi, and which are subscribed for
in Renminbi;
“EGM” the extraordinary general meeting of the Company to be held as soon
as practicable to approve, inter alia, the A Share Issue;
“Foreign Shareholders the class meeting for holders of H Shares to be held as soon as
Class Meeting” practicable to approve, inter alia, the A Share Issue;
“Group” the Company and its subsidiaries ;
“Hong Kong Stock The Stock Exchange of Hong Kong Limited;
Exchange”
“H Shares” overseas listed shares of RMB1.00 each in the share capital of the
Company, which are listed on the main board of the Hong Kong
Stock Exchange and traded in Hong Kong dollars;
“Jingtian & Gongcheng” the Company’s PRC legal counsel;
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited;
“PRC” the People’s Republic of China, excluding, for the purpose of this
announcement only, the Hong Kong Special Administrative Region,
the Macau Special Administrative Region and Taiwan;
“Remuneration Committee” the remuneration committee of the Board;
“RMB” Renminbi, the lawful currency of the PRC;
“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
Kong);

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“Share(s)”

ordinary share(s) (including H Shares and Domestic Shares) of par value RMB1.00 each in the issued share capital of the Company;

“Shareholder(s)”

holder(s) of the Company’s Shares;

“Supervisory Committee”

the supervisory committee of the Company.

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

Shanghai, the People’s Republic of China 9 August 2007

The Board as at the date of this announcement comprises of Mr. Li Shaode, Mr. Zhang Guofa, Mr. Huang Xiaowen and Mr. Zhao Hongzhou, being executive Directors, Mr. Ma Zehua, Mr. Zhang Jianhua, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Xu Hui, being non- executive Directors, and Mr. Hu Hanxiang, Mr. Jim Poon (aslo known as Pan Zhanyuan), Mr. Wang Zongxi and Mr. Shen Kangchen, being independent non-executive Directors.

  • 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 under the English name “China Shipping Container Lines Company Limited”.

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