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Dida Inc. — Board/Management Information 2006
Nov 24, 2006
50671_rns_2006-11-24_124235ad-f686-423b-bc4b-bf908b8f1842.pdf
Board/Management Information
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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CHINA SHIPPING DEVELOPMENT COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock code: 1138)
WRITTEN RESOLUTIONS PASSED AT THE FIFTEENTH MEETING OF THE 2006 BOARD OF DIRECTORS
The Board (the “ Board ”)of directors (the “ Directors ”) of China Shipping Development Company Limited (the “ Company ”) is pleased to announce that the Directors adopted the written resolutions (the “ Written Resolutions ”) in lieu of a physical meeting on 24 November 2006, during which, the resolutions set out below were duly passed.
The Board is pleased to announce that the Directors adopted the written resolutions on 24 November 2006 in lieu of a physical meeting.
The Written Resolutions were duly passed in accordance with the relevant provisions of the the People’s Republic of China (the “ PRC ”) Company Law and the articles of association of the Company. The following resolutions were duly passed at the Meeting:
- the sale of a 24,000 tonne bulk carrier named “Jin Zhou” (the “ Vessel ”) to Xinhui Gujing Qile Shipbreaking & Steel Co., Ltd of Jiangmen City, Guangdong Province ( ), an independent third party, for a consideration of RMB 18,205,724.74 (approximated HK $18,025,470.04).
The Vessel was constructed by Hudong Shipyard, an independent third party in the PRC, and was commissioned into service on 1 December 1973, aging 33 years. In accordance with the notice issued by the Ministry of the Communication of the PRC ( ) on 5th July 2006, the mandatory scrap age of the Vessel is 33 years. As at 31 October 2006, the book value of the Vessel was RMB 920,000 (approximately HK$910,891.09).
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- A resolution regarding a proposed increase of capital investment in Shanghai Times Shipping Co., Limited ( ) (“ Times Shipping ”). Times Shipping was formerly held by the Company’s previous subsidiary, Hainan Hai Xiang Investment Company Limited ( ) (“ Hainan Hai Xiang ”), and Huaneng Power Transportation Industry Holdings Company( ) (“ Huaneng Power ”). In the tenth Board Meeting of Directors in 2006 of the Company held on 19th October 2006, the Directors agreed to acquire the 50% stake in Times Shipping held by Hainan Haixiang (details of which are set out in the announcement dated 19th October 2006). On 13th November 2006, the Shanghai United Assets and Equity Exchange approved the above stake transaction and the Company became the direct shareholder of Times Shipping.
To the best of the knowledge, information and belief of the Directors, each of Huaneng Power and its ultimate beneficial owner, China Huaneng Group ( ) (“ Huaneng Group ”), is an independent third party that is not a connected person of the Company and is not connected to any of the Directors, supervisors, chief executive or substantial shareholders of the Company or its subsidiaries and their respective associates (as such term is defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited).
As at present, the registered capital of Times Shipping is RMB500 million and the Company holds 50% interests in Times Shipping. As at 30th September 2006, Times Shipping has a fleet of 5 vessels with an aggregate shipping capacity of 168,000 dwt. During the nine months ended 30th September 2006, the shipping volume achieved by Times Shipping was 5.734 billion tonne-nautical miles. The total revenue derived from such shipment was RMB 600.52 million and the net profit was RMB 95.86 million. As at 30th September 2006, the total assets held by Times Shipping was RMB 1,062.10 million with a debt ratio of 44.3%.
Huaneng Group is the biggest company focusing on the development of power in PRC. As the completion of various coastal power stations, demand for the shipment of coal is high. To ensure the shipment of coal for coastal power stations of Huaneng Group, Times Shipping has ordered two 76,000 dwt bulk carriers in April 2005, four 53,000 dwt bulk carriers in May 2006, and purchased 9 second-hand bulk carriers with an aggregate shipping capacity of 504,000 dwt during August and September this year. The total investment of the above mentioned vessels is US$398 million (approximately HK$3,096,440,000.00). To complement the capital gap for the new building and purchasing of vessels, Times Shipping proposed a capital increase of RMB 350 million from each of its shareholders.
Strengthening the relationship with Huaneng Group and increasing the business scale of Times Shipping are significant for the Company’s further development. Through ordering new vessels and purchasing second-hand vessels, Times Shipping could expand its fleet appropriately, and satisfy Huaneng Group’s demand for shipment of coal.
Considering all the above, the Board approved the contribution of RMB 350 million (approximated HK$346,534,653.47) to Times Shipping by the Company.
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This announcement is made in compliance with the simultaneous dissemination of information requirement under Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Company’s A shares are listed on the Shanghai Stock Exchange, and it has been requested by the Shanghai Stock Exchange to make an announcement similar to this announcement.
By order of the Board China Shipping Development Company Limited Yao Qiaohong Company secretary
24 November 2006 Shanghai, the PRC
Note: Unless otherwise specified, ,conversion of RMB into HK$ is based on the exchange rate of HK$1.00=RMB 1.01; conversion of US$ into HK$ is based on the exchange rate of US$1.00=HK$7.78.
- As at the date of this announcement, the Board of Directors of the Company is comprised of Mr. Li Shaode, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Mao Shijia, and Mr. Wang Kunhe as executive directors, Mr. Yao Zuozhi as non-executive directors, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive directors.
Please also refer to the published version of this announcement in The Standard.
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