AI assistant
COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2011
May 27, 2011
50782_rns_2011-05-27_db5807ca-51a9-4a81-813e-73e1fef14252.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
==> picture [425 x 94] intentionally omitted <==
(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 02866)
CONNECTED TRANSACTION: INCREASE OF CAPITAL CONTRIBUTION TO CHINA SHIPPING FINANCE COMPANY LTD.
The Board is pleased to announce that on 27 May 2011, the Company entered into the Capital Increase Agreement, pursuant to which, China Shipping, Guangzhou Maritime Transport, the Company, CSDC and CS Haisheng have agreed to increase their respective capital contribution in the amount of RMB75 million, RMB60 million, RMB75 million, RMB75 million and RMB15 million, respectively, to CS Finance Company by way of cash in proportion to their existing shareholdings in CS Finance Company. Upon the completion of the foregoing increase of capital contribution, the registered capital of CS Finance Company will increase from RMB300 million to RMB600 million while the respective shareholding of China Shipping, Guangzhou Maritime Transport, the Company, CSDC and CS Haisheng in CS Finance Company will remain as 25%, 20%, 25%, 25% and 5%.
As at the date of this announcement, China Shipping holds approximately 47.03% of the issued share capital of the Company and Guangzhou Maritime Transport is a wholly owned subsidiary of China Shipping, together they hold 45% in CS Finance Company. CS Finance Company is thus an associate of a connected person of the Company. Accordingly, the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
Since the applicable percentage ratio set out in the Listing Rules for the Company’s capital contribution to CS Finance Company under the Capital Increase Agreement exceeds 0.1% but is less than 5%, the Capital Increase is subject to the reporting and announcement requirements and is exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
1
CAPITAL INCREASE AGREEMENT
The main terms of the Capital Increase Agreement are summarized as follows:
Date
27 May 2011
Parties
-
(a) China Shipping;
-
(b) Guangzhou Maritime Transport;
-
(c) the Company;
-
(d) CSDC; and
-
(e) CS Haisheng.
Capital Increase
The Board is pleased to announce that on 27 May 2011, the Company entered into the Capital Increase Agreement, pursuant to which, China Shipping, Guangzhou Maritime Transport, the Company, CSDC and CS Haisheng have agreed to increase their respective capital contribution in the amount of RMB75 million, RMB60 million, RMB75 million, RMB75 million and RMB15 million, respectively, to CS Finance Company by way of cash in proportion to their existing shareholdings in CS Finance Company.
Upon the completion of the foregoing increase of capital contribution, the registered capital of CS Finance Company will increase from RMB300 million to RMB600 million while the respective shareholding of China Shipping, Guangzhou Maritime Transport, the Company, CSDC and CS Haisheng in CS Finance Company will remain as 25%, 20%, 25%, 25% and 5%.
Payment
Each of the JV Partners shall fulfill their payment obligations by way of cash contribution in one lump-sum within 15 Business Days after execution of the Capital Increase Agreement and obtaining the approval of the CBRC on the Capital Increase.
The Company intends to use its internal resources to satisfy its requisite capital contribution to CS Finance Company.
2
INFORMATION ON CS FINANCE COMPANY
CS Finance Company is a limited liability company established in the PRC which is principally engaged in the provision of financial and financing advisory services, credit verification services and related consultancy and agency business to the JV Partners and their respective associates.
Based on the audited financial statement of CS Finance Company which were prepared in accordance with the PRC GAAP, CS Finance Company has recorded audited net profit before and after taxation and extraordinary items attributable to the Company’s 25% equity interest in CS Finance Company in the amount of approximately RMB12,985,100.05 and RMB9,720,143.74, respectively, for the year ended 31 December 2010.
INFORMATION ON THE PARTIES TO THE CAPITAL INCREASE AGREEMENT
(a) China Shipping
China Shipping is a large shipping conglomerate that operates across different regions, sectors and countries.
(b) Guangzhou Maritime Transport
Guangzhou Maritime Transport is principally engaged in non-container vessel leases, hotel services, ancillary shipping services, health-hygiene, property management, project supervision and back-up support businesses.
(c) The Company
The Company is principally engaged in the operation and management of international and domestic container marine transportation.
(d) CSDC
CSDC is principally engaged in coastal, ocean and Yangtze River cargo transportation, international passenger transportation, vessel-chartering, cargo agency and cargo transportation agency businesses.
(e) CS Haisheng
CS Haisheng is principally engaged in domestic coastal and near-sea route cargo transportation and cargo (containing liquid dangerous goods) transportation between ports in the middle and lower reaches of the Yangtze River.
3
REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE
The reasons for the further capital contribution by the JV Partners to CS Finance Company are that the Capital Increase will enhance CS Finance Company’s ability to further expand its business and increase its overall profitability that in turn will create higher returns for the shareholders of the Company.
The Board (including the independent non-executive Directors) considers the terms of the Capital Increase Agreement are fair and reasonable and in the interest of the shareholders of the Company as a whole.
IMPLICATIONS UNDER THE LISTING RULES
As at the date of this announcement, China Shipping holds approximately 47.03% of the issued share capital of the Company and Guangzhou Maritime Transport is a wholly owned subsidiary of China Shipping, together they hold 45% in CS Finance Company. CS Finance Company is thus an associate of a connected person of the Company. Accordingly, the Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.
Since the applicable percentage ratio set out in the Listing Rules for the Company’s capital contribution to CS Finance Company under the Capital Increase Agreement exceeds 0.1% but is less than 5%, the Capital Increase is subject to the reporting and announcement requirements and is exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.
Those Directors who have a material interest in the transaction (by virtue of being the principal management staff or directors of China Shipping or its subsidiaries) have abstained from voting at the Board meeting for approval of the relevant transaction.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
| “associate(s)” | has the meaning ascribed thereto under the Listing Rules |
|---|---|
| “Board” | the board of Directors |
| “Business Day(s)” | a day, (excluding Saturdays, Sundays, public holidays and days |
| on which a tropical cyclone warning no. 8 or above or a “black” | |
| rainstorm warning signal is hoisted in Hong Kong at any time | |
| between the hours of 9.00 a.m. and 5.00 p.m. on weekdays and | |
| 9.00 a.m. and 12.00 noon on Saturdays) on which licensed banks | |
| in the PRC are open for general business | |
| “Capital Increase” | the proposed contribution of additional capital in the total amount |
| of RMB300,000,000 by the JV Partners to CS Finance Company | |
| “Capital Increase Agreement” | the capital increase agreement entered into between the JV |
| Partners on 27 May 2011 |
4
| “CBRC”China Banking Regulatory Commission (中國銀行業監督管理委員會)“China Shipping”China Shipping (Group) Company (中國海運(集團)總公司),a wholly PRC state-owned enterprise, which is the controllingshareholder of the Company, having an approximately 47.03%shareholding interest“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 inthe PRC, of which 3,751,000,000 H shares are listed on the StockExchange and 7,932,125,000 A shares are listed on the ShanghaiStock Exchange“connected person”has the meaning ascribed thereto under the Listing Rules“CSDC”China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited company established in the PRC,whose H shares and A shares are listed on the Stock Exchange andthe Shanghai Stock Exchange respectively, and in which ChinaShipping has an approximately 46.36% shareholding interest“CS Finance Company”China Shipping Finance Company Ltd. (中海集團財務有限責任公司), a limited liability company established by the JV Partnersin the PRC“CS Haisheng”China Shipping (Hainan) Haisheng Shipping and Enterprise Co.,Ltd. (中海(海南)海盛船務股份有限公司), a joint stock limitedcompany established in the PRC, whose A shares are listed on theShanghai Stock Exchange, and in which China Shipping has anapproximately 27.49% shareholding interest“Directors”directors of the Company“Group”the Company and its subsidiaries“Guangzhou MaritimeTransport”Guangzhou Maritime Transport (Group) Co. Ltd. (廣州海運(集團)有限公司), a limited liability company incorporated in thePRC, which is a wholly-owned subsidiary of China Shipping“JV Partners”China Shipping, Guangzhou Maritime Transport, the Company,CSDC and CS Haisheng“Listing Rules”The Rules Governing the Listing of Securities on the StockExchange“percentage ratios”has the meaning ascribed thereto under the Listing Rules | “CBRC”China Banking Regulatory Commission (中國銀行業監督管理委員會)“China Shipping”China Shipping (Group) Company (中國海運(集團)總公司),a wholly PRC state-owned enterprise, which is the controllingshareholder of the Company, having an approximately 47.03%shareholding interest“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 inthe PRC, of which 3,751,000,000 H shares are listed on the StockExchange and 7,932,125,000 A shares are listed on the ShanghaiStock Exchange“connected person”has the meaning ascribed thereto under the Listing Rules“CSDC”China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited company established in the PRC,whose H shares and A shares are listed on the Stock Exchange andthe Shanghai Stock Exchange respectively, and in which ChinaShipping has an approximately 46.36% shareholding interest“CS Finance Company”China Shipping Finance Company Ltd. (中海集團財務有限責任公司), a limited liability company established by the JV Partnersin the PRC“CS Haisheng”China Shipping (Hainan) Haisheng Shipping and Enterprise Co.,Ltd. (中海(海南)海盛船務股份有限公司), a joint stock limitedcompany established in the PRC, whose A shares are listed on theShanghai Stock Exchange, and in which China Shipping has anapproximately 27.49% shareholding interest“Directors”directors of the Company“Group”the Company and its subsidiaries“Guangzhou MaritimeTransport”Guangzhou Maritime Transport (Group) Co. Ltd. (廣州海運(集團)有限公司), a limited liability company incorporated in thePRC, which is a wholly-owned subsidiary of China Shipping“JV Partners”China Shipping, Guangzhou Maritime Transport, the Company,CSDC and CS Haisheng“Listing Rules”The Rules Governing the Listing of Securities on the StockExchange“percentage ratios”has the meaning ascribed thereto under the Listing Rules | “CBRC”China Banking Regulatory Commission (中國銀行業監督管理委員會)“China Shipping”China Shipping (Group) Company (中國海運(集團)總公司),a wholly PRC state-owned enterprise, which is the controllingshareholder of the Company, having an approximately 47.03%shareholding interest“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 inthe PRC, of which 3,751,000,000 H shares are listed on the StockExchange and 7,932,125,000 A shares are listed on the ShanghaiStock Exchange“connected person”has the meaning ascribed thereto under the Listing Rules“CSDC”China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited company established in the PRC,whose H shares and A shares are listed on the Stock Exchange andthe Shanghai Stock Exchange respectively, and in which ChinaShipping has an approximately 46.36% shareholding interest“CS Finance Company”China Shipping Finance Company Ltd. (中海集團財務有限責任公司), a limited liability company established by the JV Partnersin the PRC“CS Haisheng”China Shipping (Hainan) Haisheng Shipping and Enterprise Co.,Ltd. (中海(海南)海盛船務股份有限公司), a joint stock limitedcompany established in the PRC, whose A shares are listed on theShanghai Stock Exchange, and in which China Shipping has anapproximately 27.49% shareholding interest“Directors”directors of the Company“Group”the Company and its subsidiaries“Guangzhou MaritimeTransport”Guangzhou Maritime Transport (Group) Co. Ltd. (廣州海運(集團)有限公司), a limited liability company incorporated in thePRC, which is a wholly-owned subsidiary of China Shipping“JV Partners”China Shipping, Guangzhou Maritime Transport, the Company,CSDC and CS Haisheng“Listing Rules”The Rules Governing the Listing of Securities on the StockExchange“percentage ratios”has the meaning ascribed thereto under the Listing Rules | “CBRC”China Banking Regulatory Commission (中國銀行業監督管理委員會)“China Shipping”China Shipping (Group) Company (中國海運(集團)總公司),a wholly PRC state-owned enterprise, which is the controllingshareholder of the Company, having an approximately 47.03%shareholding interest“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 inthe PRC, of which 3,751,000,000 H shares are listed on the StockExchange and 7,932,125,000 A shares are listed on the ShanghaiStock Exchange“connected person”has the meaning ascribed thereto under the Listing Rules“CSDC”China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited company established in the PRC,whose H shares and A shares are listed on the Stock Exchange andthe Shanghai Stock Exchange respectively, and in which ChinaShipping has an approximately 46.36% shareholding interest“CS Finance Company”China Shipping Finance Company Ltd. (中海集團財務有限責任公司), a limited liability company established by the JV Partnersin the PRC“CS Haisheng”China Shipping (Hainan) Haisheng Shipping and Enterprise Co.,Ltd. (中海(海南)海盛船務股份有限公司), a joint stock limitedcompany established in the PRC, whose A shares are listed on theShanghai Stock Exchange, and in which China Shipping has anapproximately 27.49% shareholding interest“Directors”directors of the Company“Group”the Company and its subsidiaries“Guangzhou MaritimeTransport”Guangzhou Maritime Transport (Group) Co. Ltd. (廣州海運(集團)有限公司), a limited liability company incorporated in thePRC, which is a wholly-owned subsidiary of China Shipping“JV Partners”China Shipping, Guangzhou Maritime Transport, the Company,CSDC and CS Haisheng“Listing Rules”The Rules Governing the Listing of Securities on the StockExchange“percentage ratios”has the meaning ascribed thereto under the Listing Rules | “CBRC”China Banking Regulatory Commission (中國銀行業監督管理委員會)“China Shipping”China Shipping (Group) Company (中國海運(集團)總公司),a wholly PRC state-owned enterprise, which is the controllingshareholder of the Company, having an approximately 47.03%shareholding interest“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 inthe PRC, of which 3,751,000,000 H shares are listed on the StockExchange and 7,932,125,000 A shares are listed on the ShanghaiStock Exchange“connected person”has the meaning ascribed thereto under the Listing Rules“CSDC”China Shipping Development Company Limited (中海發展股份有限公司), a joint stock limited company established in the PRC,whose H shares and A shares are listed on the Stock Exchange andthe Shanghai Stock Exchange respectively, and in which ChinaShipping has an approximately 46.36% shareholding interest“CS Finance Company”China Shipping Finance Company Ltd. (中海集團財務有限責任公司), a limited liability company established by the JV Partnersin the PRC“CS Haisheng”China Shipping (Hainan) Haisheng Shipping and Enterprise Co.,Ltd. (中海(海南)海盛船務股份有限公司), a joint stock limitedcompany established in the PRC, whose A shares are listed on theShanghai Stock Exchange, and in which China Shipping has anapproximately 27.49% shareholding interest“Directors”directors of the Company“Group”the Company and its subsidiaries“Guangzhou MaritimeTransport”Guangzhou Maritime Transport (Group) Co. Ltd. (廣州海運(集團)有限公司), a limited liability company incorporated in thePRC, which is a wholly-owned subsidiary of China Shipping“JV Partners”China Shipping, Guangzhou Maritime Transport, the Company,CSDC and CS Haisheng“Listing Rules”The Rules Governing the Listing of Securities on the StockExchange“percentage ratios”has the meaning ascribed thereto under the Listing Rules |
|---|---|---|---|---|
| China Shipping”China whshareshareoman”Chi | a Shipping (Group) Company (中國海運(集團)總公司),olly PRC state-owned enterprise, which is the controllingholder of the Company, having an approximately 47.03%holding interestShii Cti Li C Liitd (中海集裝箱 | |||
| pyn運輸the PExchStoconnected person”has tCSDC”Chin有限whos | ppng onaner nes ompany股份有限公司), a joint stock limited compRC, of which 3,751,000,000 H shares areange and 7,932,125,000 A shares are listek Exchangehe meaning ascribed thereto under the Lista Shipping Development Company Limit公司), a joint stock limited company estabe H shares and A shares are listed on the S | eany establilisted on thd on the Shing Rulesed (中海發lished in thtock Exchan | shed ine Stockanghai | |
| 展股份e PRC,ge and | ||||
| the SShipCS Finance Company”Chin公司 in thCS Haisheng”ChinLtd.comp | hanghai Stock Exchange respectively, anping has an approximately 46.36% sharehoa Shipping Finance Company Ltd. (中海), a limited liability company establishede PRCa Shipping (Hainan) Haisheng Shipping a(中海(海南)海盛船務股份有限公司), aany established in the PRC, whose A shar | d in whichlding intere集團財務有by the JV Pnd Enterprijoint stockes are listed | Chinast限責任artners | |
| se Co.,limitedon the | ||||
| ShanapprDirectors”direcGroup”the CGuangzhou MaritimeTransport”Guan團)PRC, | ghai Stock Exchange, and in which Chinoximately 27.49% shareholding interesttors of the Companyompany and its subsidiariesgzhou Maritime Transport (Group) Co. L有限公司), a limited liability company iwhich is a wholly-owned subsidiary of Ch | a Shippingtd. (廣州海ncorporatedina Shippin | has an運(集 | |
| in theg | ||||
| V Partners”ChinCSDListing Rules”TheExchercentage ratios”has t | a Shipping, Guangzhou Maritime TranspC and CS HaishengRules Governing the Listing of Securiangehe meaning ascribed thereto under the List | ort, the Coties on theing Rules | mpany,Stock | |
5
“PRC” People’s Republic of China
“PRC GAAP” the Generally Accepted Accounting Principles of the PRC “RMB” Renminbi, the lawful currency of the PRC “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed thereto under the Listing Rules
By Order of the Board China Shipping Container Lines Company Limited Ye Yumang Company Secretary
Shanghai, the PRC 27 May 2011
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. Yan Zhichong and Mr. Xu Hui, being nonexecutive Directors, and Mr. Shen Kangchen, Mr. Jim Poon (also known as Pan Zhanyuan), Mr. Shen Zhongying, Mr. Wu Daqi and Ms. Zhang Nan, being independent non-executive Directors.
- 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”.
6