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COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2017
Oct 30, 2017
50782_rns_2017-10-30_a9b1d294-4237-46d6-a0b7-5b07df7eb3b5.pdf
Capital/Financing Update
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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.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of COSCO SHIPPING Development Co., Ltd.
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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)
(1) COSCO SHIPPING UNDERTAKING AND
(2) ADJUSTMENT TO THE REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES
Reference is made to (1) the announcement of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) dated 20 April 2017; (2) the circular of the Company dated 19 May 2017 (the “ Circular ”); (3) the poll results announcement of the Company dated 5 June 2017 (the “ Poll Results Announcement ”); (4) the announcement of the Company dated 19 July 2017; and (5) the overseas regulatory announcement of the Company dated 13 September 2017 (the “ Overseas Regulatory Announcement ”) in relation to, among other things, (i) the Revised Proposed Nonpublic Issuance of A Shares, (ii) the COSCO Subscription and (iii) the Specific Mandate.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
As disclosed in the Poll Results Announcement, resolutions were passed at the EGM and the Class Meetings held on 5 June 2017 to approve, among other things:
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(a) the Revised Proposed Non-public Issuance of A Shares, pursuant to which the Company will issue a maximum of 2,336,625,000 A Shares (subject to adjustments) to not more than 10 specific target subscribers, including COSCO SHIPPING, which would raise a gross proceeds of up to RMB8.6 billion;
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(b) the COSCO Subscription Agreement, pursuant to which COSCO SHIPPING has conditionally agreed to subscribe for, and the Company has conditionally agreed to issue, 50% of the number of A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares; and
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(c) the authorisation to the Board and any person authorised by the Board to handle all matters in connection with the Revised Proposed Non-public Issuance of A Share.
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The COSCO SHIPPING Undertaking
As disclosed in the Overseas Regulatory Announcement, the Company has received the “Notice Regarding CSRC’s First Feedback on the Review of Administrative Permission Items” (No. 171433) (《中國證監會行政許可項目審查一次反饋意見通知書》(171433號)) (the “ Notice ”).
In response to the comments raised by the CSRC in the Notice, on 27 October 2017, COSCO SHIPPING has provided an undertaking (the “ COSCO SHIPPING Undertaking ”) that in the event that the issue price of the A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares cannot be determined through the price inquiry exercise, COSCO SHIPPING will subscribe for the A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares at the Benchmark Price and will complete the relevant internal and external approval procedures in compliance with the relevant onshore and offshore regulatory requirements.
Adjustment to the Revised Proposed Non-public Issuance of A Shares
On 30 October 2017, in accordance with the authority granted to the Board by the Shareholders at the EGM and the Class Meetings, the Board has approved the following adjustment to the Revised Proposed Non-public Issuance of A Shares in light of the COSCO SHIPPING Undertaking:
In the event that the issue price of the A Shares to be issued under the Revised Proposed Nonpublic Issuance of A Shares cannot be determined through the price inquiry exercise, COSCO SHIPPING will subscribe for the A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares at the Benchmark Price and will complete the relevant internal and external approval procedures in compliance with the relevant onshore and offshore regulatory requirements.
The abovementioned adjustment to the Revised Proposed Non-public Issuance of A Shares is reflected in the “Proposal in respect of the Non-public Issuance of A Shares (Second Revision)”, the full text of which is set out in the overseas regulatory announcement of the Company dated 30 October 2017.
In the event that the issue price of the A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares cannot be determined through the price inquiry exercise and the Company proceeds with the Revised Proposed Non-public Issuance of A Shares, the Company will determine the number of A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares and will comply with all the relevant requirements of all applicable laws and regulations, including the Listing Rules and the Takeovers Code.
Save as disclosed above, all other terms of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription remain unchanged.
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The completion of the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription remains subject to the obtaining of the approval from the CSRC. Accordingly, the Revised Proposed Non-public Issuance of A Shares and the COSCO Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.
By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary
Shanghai, the People’s Republic of China 30 October 2017
As at the date of this announcement, the Board comprises Ms. Sun Yueying, Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Chen Dong, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet and Mr. Graeme Jack, being independent non-executive Directors.
- The Company is a registered non-Hong Kong company as defined under 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.”.
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