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Dida Inc. — Capital/Financing Update 2004
Dec 30, 2004
50671_rns_2004-12-30_0afbe52e-6d68-41cf-b283-f1ae7befb075.pdf
Capital/Financing Update
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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)
Discloseable Transactions Construction of Vessels
On 30 December 2004, the Company entered into the Dalian Agreement with Dalian Shipbuilding for the construction of a 298,000 tonnes vessel for the transportation of crude oil. The consideration for the construction of the vessel is approximately US$98.8 million (equivalent to approximately HK$765.7 million). The entering into of the Dalian Agreement constitutes a discloseable transaction of the Company under the Listing Rules.
On 30 December 2004, the Company entered into the Guangzhou Agreement with Guangzhou Shipyard for the construction of four 52,500 tonnes vessels for the transportation of crude oil. The total consideration for the construction of the four vessels is approximately US$143.2 million (equivalent to approximately HK$1,109.8 million). The entering into of the Guangzhou Agreement constitutes a discloseable transaction of the Company under the Listing Rules.
R14.58(3)
Dalian Agreement
On 30 December 2004, the Company (as the buyer) entered into the Dalian Agreement with Dalian Shipbuilding (as the seller) for the construction of a 298,000 tonnes vessel for transportation of crude oil. The consideration for the construction of the vessel is approximately US$98.8 million (equivalent to approximately HK$765.7 million). The entering into of the Dalian agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
Dalian Shipbuilding is a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Dalian Shipbuilding and its ultimate beneficial owner, are not connected persons of the Company, and are not connected with the Directors, chief executive(s) or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the Listing Rules).
The terms of the Dalian Agreement were determined on an arm’s length basis and are normal commercial terms. The Directors, including the independent non-executive Directors, consider them to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole based on their experience in the crude oil vessel transportation industry.
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Terms of the Dalian Agreement
The price of the subject vessel will be payable in Renminbi in 5 equal instalments at various stages of the construction of the vessel,
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(i) for the first instalment, within 15 business days after the Dalian Agreement was entered into;
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(ii) for the second instalment, within 20 business days of the receipt of the relevant invoice issued by Dalian Shipbuilding;
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(iii) for the third and fourth instalments, within 5 business days of the receipt of the relevant invoice issued by Dalian Shipbuilding; and
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(iv) for the final instalment, within 5 business days of the receipt of all documentation in relation to completion of the vessel by Dalian Shipbuilding.
The vessel is expected to be delivered to the Company in or before November 2007.
Guangzhou Agreement
On 30 December 2004, the Company (as the buyer) entered into the Guangzhou Agreement with Guangzhou Shipyard (as the seller) for the construction of four 52,500 tonnes vessels for the transportation of crude oil. The total consideration for the construction of the four vessels is approximately US$143.2 million (equivalent to approximately HK$1,109.8 million). The entering into of the Guangzhou Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.
Guangzhou Shipyard is a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Guangzhou Shipyard and its ultimate beneficial owner, are not connected persons of the Company, and are not connected with the Directors, chief executive(s) or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the Listing Rules).
The terms of the Guangzhou Agreement were determined on an arm’s length basis and are normal commercial terms. The Directors, including the independent non-executive Directors, consider them to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole based on their experience in the crude oil vessel transportation industry.
Terms of the Guangzhou Agreement
The price of each of the four vessels will be payable in Renminbi in 5 instalments. The first instalment for the four vessels, each of which amounting to 10% of the total price (being a sum of US$14.32 million (equivalently to approximately HK$110.98 million)), is payable within 15 days after the Guangzhou Agreement is entered into. The second to fourth instalments for the four vessels, each of which amounting to 10% of the total price (being a sum of approximately US$14.32 million (equivalent to approximately HK$110.98 million)), is payable at various stages of the construction of each vessel and within 5
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business days of the receipt of the relevant invoice issued by Guangzhou Shipyard to the Company. The final instalment for each vessel, each of which amounting to 60% of the total price (being a sum of approximately US$85.92 million (equivalent to approximately HK$665.88 million) is payable within 10 business days of the receipt of all documentation in relation to the completion of each vessel by Guangzhou Shipyard.
The first vessel is expected to be delivered in or before June 2007. The second vessel is expected to be delivered in or before September 2007. The third vessel is expected to be delivered in or before December 2007. The fourth vessel is expected to be delivered in or before April 2008.
Finance Terms
The construction of the vessels under the Dalian Agreement and the Guangzhou Agreement will be funded by internal resources. If such internal resources are not sufficient, then the Company may utilise bank borrowings of the Company.
Information about the Group
The Group is principally engaged in coastal, ocean and Yangtze River cargo transportation, container transportation, oil transportation, international passenger transportation, chartering, cargo agency and cargo transportation agency. Since the first quarter of 2004, the crude oil transportation market has been very busy and the Directors are optimistic of the demand in such market in 2005. The Directors also believe that the shipping market will maintain persistent growth in 2005. The Directors are of the view that the construction and ownership of the vessels mentioned above will enable the Group to take advantage of the business opportunities in the shipping market, enjoy economies of scale, optimize its overall route arrangements and improve its operating efficiency and profitability.
General
Under the Listing Rules, the entering into of each of the Dalian Agreement and the Guangzhou Agreement constitutes a discloseable transaction of the Company. A circular giving details of the transactions under the Dalian Agreement and the Guangzhou Agreement will be despatched to the Shareholders, for their information only, in due course.
Definitions
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“business day” a day other than Saturdays, Sundays and public holidays in the PRC “Company” China Shipping Development Company Limited ( ), a joint stock limited company established in the PRC, the H shares of which are listed on The Stock Exchange of Hong Kong Limited
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“Dalian Agreement” an unconditional agreement dated 30 December 2004 and entered into between Dalian Shipbuilding (as the seller) and the Company (as the buyer) for the construction of a 298,000 tonnes vessel for the transportation of crude oil
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“Dalian Shipbuilding” Dalian Shipbuilding Heavy Industry Company Limited ( ), a Chinese shipbuilder which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, is an independent third party that is not connected with the Directors, chief executive(s) or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the Listing Rules)
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“Directors” directors of the Company
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“Group” the Company and its subsidiaries
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“Guangzhou an unconditional agreement dated 30 December 2004 and entered Agreement” into between Guangzhou Shipyard (as the seller) and the Company (as the buyer) for the construction of four 52,500 tonnes vessels for the transportation of crude oil
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“Guangzhou Shipyard” Guangzhou Shipyard International Company Limited ( ), a Chinese shipbuilder which, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, is not a connected person of the Company and is not connected with the Directors, chief executive(s) or substantial shareholders of the Company or any of its subsidiaries or any of their respective associates (as defined under the Listing Rules)
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“HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC
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“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
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“PRC” The People’s Republic of China
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“Shareholders” holders of share(s) of the Company
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“US$” United States dollars, the lawful currency of the United States of America
By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong Company Secretary
Shanghai, the People’s Republic of China 30 December 2004
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As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, Mr. Sun Zhitang, Mr. Wang Daxiong, Mr. Yao Zuozhi and Mr. Wang Kunhe as executive Directors, Mr. Xie Rong, Mr. Hu Honggao and Mr. Zhou Zhanqun as independent non-executive Directors.
The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.75.
Please also refer to the published version of this announcement in The Standard.
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