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COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2019
Oct 11, 2019
50782_rns_2019-10-11_a8cc23fe-dd80-42ac-8e5f-8130425b290a.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.
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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)
TERMINATION OF REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND TERMINATION OF COSCO SUBSCRIPTION AGREEMENT
Reference is made to (i) the announcements of COSCO SHIPPING Development Co., Ltd. (the “ Company ”) dated 20 April 2017, 2 June 2017, 19 July 2017, 30 October 2017, 16 April 2018 and 18 April 2019; (ii) the circulars of the Company dated 19 May 2017 and 10 May 2018; (iii) the poll results announcements of the Company dated 5 June 2017, 31 May 2018 and 3 June 2019; (iv) the circular of the Company dated 10 May 2019 (the “ Circular ”); and (v) the overseas regulatory announcements of the Company dated 13 September 2017, 30 October 2017, 16 April 2018, 13 November 2018, 12 July 2019 and 26 August 2019, in relation to, among other things, (i) the Revised Proposed Non-public Issuance of A Shares; (ii) the COSCO Subscription Agreement; and (iii) the Authorisation.
Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.
TERMINATION OF THE REVISED PROPOSED NON-PUBLIC ISSUANCE OF A SHARES
The Board announces that, on 11 October 2019, pursuant to the Authorisation granted to the Board to handle all matters in connection with the Revised Proposed Non-public Issuance of A Shares, the Board has resolved to approve (i) the termination of the Revised Proposed Non-public Issuance of A Shares, and (ii) the application to the CSRC for the withdrawal of the application documents for the Revised Proposed Non-public Issuance of A Shares (collectively, the “ Termination ”).
As the approval of the Termination falls within the ambit of the Authorisation, the Termination is not required to be submitted for consideration and approval at a general meeting of the Company.
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TERMINATION OF THE COSCO SUBSCRIPTION AGREEMENT
As part of the Revised Proposed Non-public Issuance of A Shares, the Company and COSCO SHIPPING entered into 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 total number of A Shares to be issued under the Revised Proposed Non-public Issuance of A Shares.
Following the Termination, the COSCO Subscription Agreement shall be terminated by the Company and COSCO SHIPPING.
REASONS FOR AND EFFECT OF THE TERMINATION
There have been changes in the capital market conditions and the financing opportunities since 2017 when the application for the Revised Proposed Non-public Issuance of A Shares was first made by the Company. Taking into account various internal and external factors including the current situation and the development plan of the Company, the Board has resolved to approve the Termination.
The Board considers that it is in the best interests of the Company and the Shareholders as a whole to terminate Revised Proposed Non-public Issuance of A Shares and the Termination will not have any material adverse impact on the normal business operations of the Group.
By order of the Board COSCO SHIPPING Development Co., Ltd. Yu Zhen Company Secretary
Shanghai, the People’s Republic of China 11 October 2019
As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Feng Boming, Mr. Huang Jian and Mr. Liang Yanfeng, being non-executive Directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong and Ms. Zhang Weihua, 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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