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Dida Inc. — Board/Management Information 2007
Jun 25, 2007
50671_rns_2007-06-25_e38b1c10-ff40-4254-8a46-553dd08c3052.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 ELEVENTH BOARD MEETING OF 2007
The Board is pleased to announce that the Directors adopted the written resolutions in lieu of a physical meeting on 25 June 2007, during which the resolutions set out below were duly passed.
The board of directors (the “ Board ”) of China Shipping Development Company Limited (the “ Company ”) is pleased to announce that the Directors adopted the written resolutions (the “ Written Resolutions ”) on 25 June 2007 in lieu of a physical meeting.
The Written Resolutions were duly passed in accordance with the relevant provisions of the Company Law of the People’s Republic of China (the “ PRC ”) and the articles of association of the Company. The following resolutions were duly passed:
- It is approved that the two oil tankers “Jianshe 11” and “Jianshe 12” (collectively, the “ Vessels ”) will be sold to Fujian Jin Yang Shipping Co. Ltd.* ( ), an independent third party, at a price of RMB26,016,000.
The Vessels are 5,000 tonne grade refined oil carriers both built in Shanghai Qiu Xin Shipyard ( ) in 1990. As the Vessels were built in accordance with the construction standards at that time, the Vessels have various intrinsic defects in fire prevention, explosion prevention and equipment configuration. With the existence of various potential safety hazards, the Vessels do not meet the requirements of the Company’s safety standards. In addition, as the Vessels’ equipment is outdated, the Vessels have incurred high maintenance expenses in recent years. As a result, the Vessels have operated at a loss in recent years. In summary, taking into account the safety management of the Vessels, the operating efficiency of the Vessels and the direction for the development of the Company’s fleet, the Board has approved the sale of the Vessels as second-hand vessels.
The Vessels have been valued by China Tong Cheng Appraisal Co., Ltd.* ( ), a qualified Chinese valuer, to have a total net value of approximately RMB12,600,000 as at 31 March, being the valuation basis date. The total fair value of the Vessels is RMB22,685,000. The total sale price of the Vessels is RMB26,016,000.
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- It is approved that the oil tanker “Dian Chi” will be sold to Min Dong Cong Mao Ship Industry Company Ltd.* ( ), an independent third party, at a price of RMB35,277,900.
The oil tanker “Dian Chi” was built at Busan Shipyard in Korea and started its operations on 1 July 1976. It has operated for almost 31 years. Pursuant to the Order No.8 “Regulations on the Management of Old Transportation Vessels” issued by the Ministry of Communications in 2006, the tanker is required to be dismantled. Following price enquiries in the market, it has been agreed that the tanker will be sold to Min Dong Cong Mao Ship Industry Company Ltd., an independent third party. As at 31 May 2007, the tanker had a net asset value of approximately RMB2,540,000.
The Company targets to develop a large-scale, regulated and professional fleet. The sale of the oil tankers “Jianshe 11” and “Jianshe 12” and the dismantle of the tanker “Dian Chi” are in line with the Company’s overall restructuring plan for its vessels.
- The establishment of a joint venture between the Company and Jiangyin Sulong is approved
Jiangyin Sulong Power Generation Company Limited ( ) (“ Jiangyin Sulong ”) is a Sino-foreign joint venture established by Longyuan Power Group Limited ( ) (a subsidiary of China Guodian Corporation ( )), Jiangyin Power Investment Company Limited ( ) and Jiangsu Power Development Company Limited ( ) on 28 December 1993. Jiangyin Sulong is currently managed by China Guodian Corporation, and has six coal power generators, with total capacity of 1,250 MW. Following the rapid economic development in Jiangyin and the peripheral districts, coal transportation will continue on an expanding trend.
In order to satisfy the rapid growth for marine transportation of Jiangyin Sulong, and in conjunction with the needs for adjustments to the Company’s fleet structure, the Company plans to establish a joint venture with Jiangyin Sulong. The registered capital of the joint venture will be RMB200 million, of which the Company will inject two bulk vessels of 20,000-30,000 tons plus cash, representing 51% equity interests, while Jiangyin Sulong will inject in cash, representing 49% equity interests. The Board has approved the above plan, and agreed to inject bulk vessels “Lianchi” (constructed in December 1977 in Sweden, 29,195 DWT) and “Badaling” (constructed in October 1985 in Jiangnan Shipyard, 20,333 DWT) to the joint venture at the appraisal value. The two vessels have been appraised by China Tong Cheng Assets Appraisal Co., Ltd. As at 30 April 2007, being the appraisal date, the total net value of the two bulk vessels was RMB73,645,200 and the total appraised value of the two bulk vessels was RMB79,376,500.
The establishment of joint venture with Jiangyin Sulong may consolidate the Company’s existing market share within such competitive market, form close long-term strategic cooperation relationships with major customers, and may obtain better investment returns.
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- The “Self investigation report on the corporate governance of China Shipping Development Company Limited” is approved
The “Self investigation report on the corporate governance of China Shipping Development Company Limited” and the “Self investigation questionnaire on ‘Enhancement projects of corporate governance of listed companies’” are prepared as required by the China Securities Regulatory Commission and set out in the Company’s website (www.cnshippingdev.com), for information purposes only.
This announcement has been made pursuant to the requirements for the simultaneous release of information 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 which has requested the Company to issue an announcement similar to this announcement.
By order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
Shanghai, the PRC 25 June 2007
* For identification purpose only
As at the date of this announcement, the Board of Directors of the Company is comprised of Mr. Li Shaode,Mr. Ma Zehua, Mr.Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Mao Shijia and Mr. Wang Kunhe as executive directors,, Mr. Ma Xun, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive directors.
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