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COSCO SHIPPING Development Co., Ltd. — M&A Activity 2019
May 6, 2019
50782_rns_2019-05-06_965ffcef-3a33-409a-883f-80931ef1bf0b.pdf
M&A Activity
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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)
INSIDE INFORMATION COSCO SHIPPING UNDERTAKING
This announcement is made by COSCO SHIPPING Development Co., Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
PROPOSED ACQUISITION
The Company has been informed by China COSCO Shipping Corporation Limited[#] (中國遠洋 海運集團有限公司) (“ COSCO SHIPPING ”, together with its subsidiaries and/or its associates and excluding the Group, the “ COSCO SHIPPING Group ”) that COSCO SHIPPING Financial Holding Co., Ltd. (中遠海運金融控股有限公司) (“ CS Financial ”), a wholly-owned subsidiary of COSCO SHIPPING, proposed to acquire (the “ Proposed Acquisition ”) from Singamas Container Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 716) (“ Singamas Container ”), 100% of the equity interests in (i) Singamas Container Holdings (Shanghai) Limited[#] (勝獅貨櫃管理(上海)有限公司); (ii) Qidong Singamas Energy Equipment Co., Ltd.[#] (啓東勝獅能源裝備有限公司); (iii) Ningbo Pacific Container Co., Ltd.[#] (寧波太平貨櫃 有限公司); and (iv) Qingdao Pacific Container Co., Ltd.[#] (青島太平貨櫃有限公司) (including its holding of 100% of the equity interest in Qidong Pacific Port Co., Ltd.[#] (啓東太平港務有限公司)) (collectively, the “ Target Companies ”).
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COSCO SHIPPING UNDERTAKING
The Group is principally engaged in shipping and industry-related leasing businesses, manufacturing of containers and provision of investment and financial services.
As the Target Companies are principally engaged in design, research and development, manufacture, sales and delivery of containers and the related businesses, in order to address any potential competition between the Group and the COSCO SHIPPING Group as a result of completion of the Proposed Acquisition (which is subject to, among other things, the satisfaction or, if applicable, waiver of certain conditions precedent), COSCO SHIPPING has provided an undertaking (the “ COSCO SHIPPING Undertaking ”) that:
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(i) following completion of the Proposed Acquisition, COSCO SHIPPING will procure (a) the entrustment of the equity interests in the Target Companies by CS Financial to the Company or its subsidiaries so that the Company will be responsible for the operations of the Target Companies, and (b) the payment by CS Financial or the relevant Target Companies to the Company or its subsidiaries of an entrustment fee determined based on a fair and reasonable price;
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(ii) within three years after completion of the Proposed Acquisition, COSCO SHIPPING will transfer the equity interests in the Target Companies to the Company at a fair and reasonable market price through appropriate means and procedures in accordance with applicable laws; and
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(iii) in the event of any losses of the Group as a result of contravention of the aforementioned undertakings by the COSCO SHIPPING Group, COSCO SHIPPING will be liable for compensation in accordance with applicable laws.
The COSCO SHIPPING Undertaking shall be valid from the date of completion of the Proposed Acquisition, and shall terminate upon the earlier of (i) the equity interests in the Target Companies having been transferred to the Company; and (ii) the Company no longer being directly or indirectly controlled by COSCO SHIPPING.
As at the date of this announcement, no definitive agreement in relation to the transfer of the equity interests in the Target Companies pursuant to the COSCO SHIPPING Undertaking has been entered into by the Company.
Shareholders and potential investors of the Company should 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 6 May 2019
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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. Liang Yanfeng, being non-executive directors, and Mr. Cai Hongping, Ms. Hai Chi Yuet, Mr. Graeme Jack, Mr. Lu Jianzhong, Mr. Gu Xu and Ms. Zhang Weihua, 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 purpose only.
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