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COSCO SHIPPING Development Co., Ltd. — Capital/Financing Update 2021
Nov 4, 2021
50782_rns_2021-11-04_e2ea38d5-3bb2-40d2-bb02-cfde117134cd.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)
OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The “Announcement of COSCO SHIPPING Development Co., Ltd. on the Completion of Transfer Registration of Target Assets in the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares and Related Party Transactions” as published by COSCO SHIPPING Development Co., Ltd. in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 4 November 2021 is enclosed hereto as overseas regulatory announcement in Chinese and English for your reference only. In case of any inconsistencies between the Chinese version and the English translation, the Chinese version shall prevail.
By order of the Board COSCO SHIPPING Development Co., Ltd. Cai Lei Joint Company Secretary
4 November 2021
As at the date of this announcement, the Board comprises Mr. Wang Daxiong, Mr. Liu Chong and Mr. Xu Hui, being executive Directors, Mr. Huang Jian, Mr. Liang Yanfeng and Mr. Ip Sing Chi, being non-executive Directors and Mr. Cai Hongping, Mr. Lu Jianzhong, Ms. Zhang Weihua and Mr. Shao Ruiqing, being independent non-executive Directors.
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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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For identification purposes only
Stock Abbreviation: COSCO SHIPPING Development Stock Code: 601866 Announcement No.: Lin 2021-085
COSCO SHIPPING DEVELOPMENT CO., LTD. ANNOUNCEMENT ON THE COMPLETION OF TRANSFER REGISTRATION OF TARGET ASSETS IN THE ACQUISITION OF ASSETS AND RAISING ANCILLARY FUNDS THROUGH ISSUANCE OF SHARES AND RELATED PARTY TRANSACTIONS
The board of directors and all directors of the Company warrant that the contents of this announcement do not contain any false information, misleading statement or material omission, and that they shall jointly and severally accept liabilities for the truthfulness, accuracy and completeness of the contents of this announcement.
On 20 October 2021, COSCO SHIPPING Development Co., Ltd. (hereinafter referred to as the “Company” or “COSCO SHIPPING Development”) received the “Approval on the Acquisition of Assets Through Issuance of Shares of COSCO SHIPPING Development Co., Ltd. to COSCO SHIPPING Investment Holding Co., Ltd. and Raising Ancillary Funds”[#] (Zheng Jian Xu Ke [2021] No.3283) (《關於核准中遠 海運發展股份有限公司向中遠海運投資控股有限公司發行股份購買資產並募集 配套資金的批 覆 》 ) ( 證監許可 [2021]3283 號 ) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). The acquisition of assets and raising ancillary funds through issuance of shares of the Company and related party transactions (hereinafter referred to as the “Transaction”) has been approved by the CSRC, specific details of which were set out in the “Announcement on the Receipt of the CSRC’s Approval on the Acquisition of Assets Through Issuance of Shares of COSCO SHIPPING Development Co., Ltd. to COSCO SHIPPING Investment Holding
Co., Ltd. and Raising Ancillary Funds”[ #] (Lin 2021-081) (《關於收到中國證監會〈關 於核准中遠海運發展股份有限公司向中遠海運投資控股有限公司發行股份購買 資產並募集配套資金的批覆〉的公告》(臨 2021-081)) disclosed by the Company on 21 October 2021.
Upon the receipt of the approval document from the CSRC, the Company actively commenced procedures for the transfer of the Target Assets. As at the date of this announcement, the procedures for the transfer of the Transaction have been completed. The Company hereby announces the transfer of the Target Assets of the Transaction as follows:
I. Details of the Transaction
COSCO SHIPPING Development intends to acquire 100% of the equity interests in Dong Fang International Container (Qidong) Co., Ltd. (“DFIC Qidong”), Dong Fang International Container (Qingdao) Co., Ltd. (“DFIC Qingdao”), Dong Fang International Container (Ningbo) Co., Ltd. (“DFIC Ningbo”) and Shanghai Universal Logistics Technology Co., Ltd. (“Universal Technology”) held by COSCO SHIPPING Investment Holding Co., Ltd. (“COSCO SHIPPING Investment”) through issuance of A Shares to COSCO SHIPPING Investment. Meanwhile, COSCO SHIPPING Development intends to raise ancillary funds by way of non-public issue of shares to not more than 35 specific target subscribers (including China Shipping Group Company Limited (“China Shipping”)). The total amount of ancillary funds to be raised shall not be more than RMB1,464,000,000, which does not exceed 100% of the transaction price for the proposed acquisition of assets through issuance of shares in the Transaction and the number of shares to be issued shall not exceed 30% of the total issued share capital of the Company prior to the Transaction (being not more than 3,482,437,500 shares). China Shipping intends to subscribe for an amount of RMB600 million of ancillary funds and not more than the limit of the total amount of ancillary funds as approved by the CSRC.
II. Transfer of the Target Assets of the Transaction
- 100% equity interests in DFIC Qidong
The change of registration procedures for the transfer of the Target Assets of the Transaction have been performed in accordance with the law, and DFIC Qidong obtained a new business license issued by the Qidong Administrative Approval Bureau on 1 November 2021 (Unified Social Credit Code: 91320681566842186). As of the date of this announcement, the transfer of 100% of the equity interests in DFIC Qidong held by COSCO SHIPPING Investment to COSCO SHIPPING Development has been registered. The transfer registration of 100% of the equity interests in DFIC Qidong has been completed, where COSCO SHIPPING Development lawfully holds 100% of the equity interests in DFIC Qidong.
- 100% equity interests in DFIC Qingdao
The change of registration procedures for the transfer of the Target Assets of the Transaction have been performed in accordance with the law, and DFIC Qingdao obtained a new business license issued by the Qingdao Qianwan Bonded Port Area Market Supervision Bureau on 1 November 2021 (Unified Social Credit Code: 91370211743979264K). As of the date of this announcement, the transfer of 100% of the equity interests in DFIC Qingdao held by COSCO SHIPPING Investment to COSCO SHIPPING Development has been registered. The transfer registration of 100% of the equity interests in DFIC Qingdao has been completed, where COSCO SHIPPING Development lawfully holds 100% of the equity interests in DFIC Qingdao.
- 100% equity interests in DFIC Ningbo
The change of registration procedures for the transfer of the Target Assets of the Transaction have been performed in accordance with the law, and DFIC Ningbo obtained a new business license issued by the Ningbo Yinzhou District Market Supervision Bureau on 2 November 2021 (Unified Social Credit Code: 913302127756477151). As of the date of this announcement, the transfer of 100% of the equity interests in DFIC Ningbo held by COSCO SHIPPING Investment to COSCO SHIPPING Development has been registered. The transfer registration of 100% of the equity interests in DFIC Ningbo has been completed, where COSCO SHIPPING Development lawfully holds 100% of the equity interests in DFIC Ningbo.
- 100% equity interests in Universal Technology
The change of registration procedures for the transfer of the Target Assets of the Transaction have been performed in accordance with the law, and Universal Technology obtained a new business license issued by the Shanghai Hongkou District Market Supervision Bureau on 29 October 2021 (Unified Social Credit Code:
9131000067933214X7). As of the date of this announcement, the transfer of 100% of the equity interests in Universal Technology held by COSCO SHIPPING Investment to COSCO SHIPPING Development has been registered. The transfer registration of 100% of the equity interests in Universal Technology has been completed, where COSCO SHIPPING Development lawfully holds 100% of the equity interests in Universal Technology.
III. Subsequent Matters of the Transaction
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COSCO SHIPPING Development still needs to complete the relevant formalities for registering the newly issued shares involved in the acquisition of assets through issuance of shares with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and apply to the Shanghai Stock Exchange for the listing of such newly issued shares.
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COSCO SHIPPING Development still needs to conduct the Proposed NonPublic Issuance of A Shares to raise ancillary funds and handle relevant matters at an appropriate time with the validity period of the approval document from the CSRC.
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COSCO SHIPPING Development still needs to apply to the Shanghai Market Supervision Bureau for registration of changes or filing in connection with the change of registered capital, amendments to its Articles of Association and other formalities in relation to the Transaction.
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COSCO SHIPPING Development still needs to perform its obligation to disclose relevant information in relation to foreign investment to the competent commercial authorities in accordance with the PRC Foreign Investment Law (《中華 人民共和國外商投資法》), relevant laws and regulations and requirements under regulatory documents.
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The parties to the Transaction still need to continue to perform the agreements and undertakings involved in the Transaction.
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COSCO SHIPPING Development still needs to perform its obligation to disclose subsequent events in connection with the Transaction in accordance with relevant laws and regulations.
IV. Intermediaries’ Opinions Regarding the Implementation of the Transaction
(I) Verification Opinion of the Independent Financial Adviser
China International Capital Corporation Limited, acting as the Independent Financial Advisor in connection with the Transaction, issued the “Verification Opinion of the Independent Financial Advisor by China International Capital Corporation Limited on the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares by COSCO SHIPPING Development Co., Ltd. and Related Party Transactions”[#] (《中國國際金融股份有限公司關於中遠海運發展股份有限公司發行股份購買資 產並募集配套資金暨關聯交易標的資產過戶情況之獨立財務顧問核查意見》), which states that:
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The implementation process of the Transaction has fulfilled the statutory decision-making and approval procedures, and complied with the requirements of the PRC Company Law (《中國公司法》), the PRC Securities Law (《中國證券法》), the Administrative Measures for Material Asset Restructuring and other relevant laws and regulations.
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As of the date of signing of the verification opinion of the Independent Financial Advisor, the change of business registration procedures for the transfer of the Target Assets under the Transaction has been completed. COSCO SHIPPING Development is the lawful owner of 100% of the equity interests of each of DFIC Qidong, DFIC Qingdao, DFIC Ningbo and Universal Technology, where the transfer procedures of the Target Assets are lawful and valid.
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On the condition that the relevant parties fully perform their respective obligations in accordance with the relevant agreements and undertakings made, there are no substantive legal obstacles in the implementation of subsequent matters in relation to the Transaction.
(II) Verification Opinion of the Legal Advisor
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The Transaction has obtained the necessary authorisations and approvals. The relevant parties may lawfully proceed with the implementation of the Transaction.
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The procedures for registration of changes of the Target Assets under the Transaction have been completed. Such ownership transfer is lawful and valid.
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On the condition that the relevant parties fully perform their respective obligations in accordance with the relevant agreements and undertakings made, there
are no substantive legal obstacles in the implementation of subsequent matters in relation to the Transaction.
V. Documents Available for Inspection
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The relevant supporting documents for the transfer of the Target Assets;
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The “Verification Opinion of the Independent Financial Advisor by China International Capital Corporation Limited on the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares by COSCO SHIPPING Development Co., Ltd. and Related Party Transactions” issued by the Independent Financial Advisor, China International Capital Corporation Limited; and
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The “Legal Opinion of Grandall Law Firm (Shanghai) on the Completion Matters in connection with the Acquisition of Assets and Raising Ancillary Funds Through Issuance of Shares by COSCO SHIPPING Development Co., Ltd. and Related Party Transactions” # (《國浩律師(上海)事務所關於中遠海運發展股份有限公司 發行股份購買資產並募集配套資金暨關聯交易資產交割事宜之法律意見書》) issued by Grandall Law Firm (Shanghai).
Notice is hereby given.
Board of Directors of COSCO SHIPPING Development Co., Ltd
4 November 2021