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COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2008
Jun 10, 2008
50782_rns_2008-06-10_9800cc93-c621-4cc0-b481-121499478c56.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.
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 2866)
ACQUISITION OF VESSELS
The Board is pleased to announce that on 10 June 2008, CSCL (HK), a wholly owned subsidiary of the Company, entered into the Agreements with the Vendors to purchase eight Vessels. The aggregate consideration payable for the Acquisition under the Agreements is US$559,840,000 (equivalent to approximately HK$4,366,752,000).
As the relevant percentage ratios applicable to the Acquisition for the purpose of Chapter 14 of the Listing Rules exceed 5% but are less than 25%, it constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules. A circular containing further details of the Acquisition will be despatched to the Shareholders in due course.
A. ACQUISITION OF ThE VESSELS UNdEr ThE AgrEEmENTS
1. date: 10 June 2008
2. Parties
Purchaser: CSCL (HK)
Vendors: (i) China Shipbuilding Trading Co., Ltd.; and
(ii) Shanghai Jiangnan Changxing Heavy Industry Co., Ltd.
3. general Nature of the Agreements
Pursuant to the Agreements, the Vendors have agreed to design, build, launch, equip, complete and sell, and CSCL (HK) has agreed to purchase, the Vessels.
4. Consideration and Payment Terms
The aggregate consideration payable for the Acquisition under the Agreements is US$559,840,000 (equivalent to approximately HK$4,366,752,000), subject to adjustment, if any (as described below). The said consideration was agreed after arm’s length negotiations between the parties by reference to recent transacted prices for similar container vessels in the PRC, which CSCL (HK) is aware of. The said consideration will be funded from bank financing and internal resources of the Group.
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The consideration for each Vessel will be payable in US$ by CSCL (HK) to the Vendors in five equal instalments of US$13,996,000 (equivalent to approximately HK$109,168,800) in accordance with the following milestones as stated in each Agreement:
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(a) First instalment: To be remitted within seven working days after signing of the Agreement;
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(b) Second instalment: After commencement of the construction work of the Vessel, to be remitted by telegraphic transfer within five working days after CSCL (HK)’s receipt from the Vendors of the original payment request approved by CSCL (HK);
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(c) Third instalment: After keel laying of the Vessel, to be remitted by telegraphic transfer within five working days after CSCL (HK)’s receipt from the Vendors of the original payment request approved by CSCL (HK);
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(d) Fourth instalment: After launching of the Vessel, to be remitted by telegraphic transfer within five working days after CSCL (HK)’s receipt from the Vendors of the original payment request approved by CSCL (HK); and
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(e) Fifth instalment: After delivery of the Vessel to CSCL (HK), to be remitted within five working days after CSCL (HK)’s receipt of the full set of the original delivery documents of the Vessel.
The consideration for each Vessel is subject to adjustment if: (i) there is any delay in the delivery of such Vessel; (ii) the actual deadweight of such Vessel is less than the guaranteed deadweight of such Vessel by a certain figure; (iii) the actual speed of such Vessel is less than the guaranteed speed of such Vessel by a certain figure; (iv) the actual fuel consumption of such Vessel exceeds the guaranteed fuel consumption of such Vessel by a certain percentage; and/or (v) the actual container capacity of such Vessel is less than the guaranteed container capacity of such Vessel by a certain figure.
Under each Agreement, CSCL (HK) and the Vendors further agreed to adjust the consideration in light of the fluctuation of the exchange rate of US$ against RMB announced by the People’s Bank of China. The reference exchange rate under each Agreement is US$1.00 to RMB7.1763. If RMB appreciates, the consideration for each Vessel will be upwardly adjusted and vice versa.
There is no cap on the aforesaid adjustment to the consideration under each Agreement.
5. delivery Time
The respective delivery date for each Vessel is on or before 31 October 2011, 30 November 2011, 31 December 2011, 31 January 2012, 28 February 2012, 31 March 2012, 31 May 2012 and 30 June 2012.
6. guarantee in relation to the Acquisition
Under each Agreement, the Vendors guarantee the principal dimensions and performance (including speed, fuel consumption, deadweight and container capacity) of the relevant Vessel.
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Under each Agreement, the Vendors guarantee that the relevant Vessel is free from Defect(s), provided that: (i) such Defect(s) arise within 12 months from the date the relevant Vessel is delivered to CSCL (HK); and (ii) such Defect(s) are not the result of any misuse by CSCL (HK).
B. rEASONS FOr ANd BENEFITS OF ThE ACQUISITION
The purchase of the Vessels will expand fleet size for foreign trade businesses, strengthen shipping capacity in the Europe, Mediterranean and North America market, satisfy the development plan and operational needs of the Group, improve the Group’s economic benefits and strengthen the Group’s market competitiveness.
The Board (including the independent non-executive Directors) believes that the terms of the Agreements are fair and reasonable, on normal commercial terms and in the interest of the Shareholders and the Company as a whole.
C. gENErAL INFOrmATION
1. Principal Business Activities
(a) The Group
The Group is principally engaged in the operation and management of international and domestic container marine transportation.
(b) China Shipbuilding Trading Co., Ltd.
China Shipbuilding Trading Co., Ltd. is principally engaged in the import and export business and trading of vessels.
(c) Shanghai Jiangnan Changxing Heavy Industry Co., Ltd.
Shanghai Jiangnan Changxing Heavy Industry Co., Ltd. is principally engaged in designing, building, launching and equipping vessels.
The Board confirms that, to the best of its knowledge, information and belief after having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.
2. Implications under the Listing rules
As the relevant percentage ratios applicable to the Acquisition for the purpose of Chapter 14 of the Listing Rules exceed 5% but are less than 25%, it constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules. A circular containing further details of the Acquisition will be despatched to the Shareholders in due course.
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d. dEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
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“Acquisition” the acquisition of the Vessels by CSCL (HK) from the Vendors pursuant to the Agreements
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“Agreement(s)” eight ship building contracts entered on 10 June 2008 between CSCL (HK) and the Vendors, pursuant to which the Vendors have agreed to design, build, launch, equip, complete and sell, and CSCL (HK) has agreed to purchase, the Vessels
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“Board” the board of Directors
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“Company” China Shipping Container Lines Company Limited (中海集裝箱運輸 股份有限公司), a joint stock limited company established in the PRC, of which 3,751,000,000 H shares are listed on the Stock Exchange and 7,932,125,000 A shares are listed on the Shanghai Stock Exchange
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“CSCL (HK)” China Shipping Container Lines Company (Hong Kong) Co., Ltd. (中海 集裝箱運輸 (香港) 有限公司), a limited company incorporated in Hong Kong and a wholly-owned subsidiary of the Company
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“Defect(s)” all damage and breakdown to the hull structure, materials, mechanical equipments and electronic devices caused by design error, shipbuilding quality issue and deficiency of material and equipment of the Vendors and/or their subcontractors
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“Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong Special Administrative Region of the PRC
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“percentage ratios” has the meaning ascribed to such term under the Listing Rules
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“PRC” the People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” the holder(s) of H shares of the Company
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“Stock Exchange” The Stock Exchange of Hong Kong Limited
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“TEU” twenty-foot equivalent units, a standard unit of measurement of the volume of a container with a length of 20 feet, height of 8 feet and 6 inches and width of 8 feet
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“US$” United States Dollars, the lawful currency of the United States of America
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“Vendors”
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(i) China Shipbuilding Trading Co., Ltd. (中國船舶工業貿易公司 a limited liability company incorporated in the PRC; and
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(ii) Shanghai Jiangnan Changxing Heavy Industry Co., Ltd. (上海江南 長興重工有限責任公司), a limited liability company incorporated in the PRC
“Vessel(s)” eight ocean going single screw diesel engine driven fully cellular container vessels, each with a capacity of 4,250 TEU, to be acquired by CSCL (HK) from the Vendors under the Agreements
By order of the Board of China Shipping Container Lines Company Limited Ye Yumang Company Secretary
Shanghai, the People’s Republic of China 10 June 2008
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. Lin Jianqing, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Xu Hui, being non- executive Directors, and Mr. Hu Hanxiang, Mr. Jim Poon (also known as Pan Zhanyuan), Mr. Wang Zongxi, Mr. Shen Kangchen and Mr. Shen Zhongying, being independent non-executive Directors.
The exchange rate adopted in this announcement for illustration purposes only is US$1.00=HK$7.80.
- The Company is registered as a non-Hong Kong 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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