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Dida Inc. Capital/Financing Update 2007

Mar 30, 2007

50671_rns_2007-03-30_90d650db-16a9-4bbb-a0de-302db594b302.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)

CONNECTED AND MAJOR TRANSACTION CONSTRUCTION OF NEW VESSELS

On 29 March, 2007 after trading hours of the Stock Exchange, the Company entered into the Agreements with the Vendors for the construction of 12 Bulk Carriers each of 57,300 dead weight tons for the transportation of bulk cargo. The total consideration for the construction of the Bulk Carriers is approximately RMB$3,274,200,000 (equivalent to approximately HK$3,307,272,727).

Since China Shipping is the controlling shareholder of the Company, the transactions contemplated under the Agreements are connected transactions for the Company under the Listing Rules and are subject to the approval of the Independent Shareholders at the AGM. The entering into the Agreements will also constitute a major transaction for the purpose of the Listing Rules by way of aggregation with the agreements for the construction of 2 oil tankers of 46,000 dead weight tons each from the Vendors as published in the Company’s announcement dated 16 February 2007. A circular, as well as a notice convening the AGM will be despatched to the holders of H shares of the Company in due course.

The Agreement

On 29 March, 2007 after trading hours of the Stock Exchange, the Company entered into the Agreements with the Vendors for the construction of 12 Bulk Carriers each of 57,300 dead weight tons for the transportation of bulk cargo. The total consideration for the construction of the Bulk Carriers is approximately RMB3,274,200,000 (equivalent to approximately HK$3,307,272,727). The consideration is determined by reference to the market price for the past 6 months of bulk carriers of tonnage between 50,000 dead weight tons and 70,000 dead weight tons with similar specifications.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, each of the Vendors is a wholly-owned subsidiary of China Shipping. Since China Shipping is the controlling shareholder of the Company, the transactions contemplated under the Agreements are connected transactions for the Company under the Listing Rules and are subject to the approval of the Independent Shareholders at the AGM. The entering into the

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Agreements will also constitute a major transaction for the purpose of the Listing Rules by way of aggregation with the agreements for the construction of 2 oil tankers of 46,000 dead weight tons each from the Vendors as published in the Company’s announcement dated 16 February 2007

The Directors consider that the terms of the Agreements are determined on an arm’s length basis, on normal commercial terms and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Terms of the Agreements

The price of the Bulk Carriers will be payable in RMB. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant bulk carrier:

  • (i) for the first instalment, to pay 20% of the price within 10 business days upon receipt of the Vendors’ payment demand and valid receipt after the Agreements become effective;

  • (ii) for the second instalment, to pay 20% of the price within 5 business days of the date on which the Vendors’ payment demand and valid receipt has been received by the Company, and that the Company has signed the certificate for commencement of work,;

  • (iii) for the third instalment to pay 20% of the price within 5 business days of the date on which the Company received payment demand and valid receipt from the Vendors and the Company has signed a construction loading permit;

  • (iv) for the fourth instalment to pay 20% of the price within 5 business days of the date on which the Company received payment demand and valid from the Vendors and the Company has signed a sea loading certificate; and

  • (v) for the final instalment to pay 20% of the price within 5 business days of the date on which the Vendors and the Company signed all documents in relation to delivery of the relevant vessel and the Company receiving a valid receipt from the Vendors.

The expected delivery dates for each of the Bulk Carriers are on or before 31 December 2008, 30 January 2009, 30 May 2009, 30 June 2009, 30 Decmber 2009, 15 February 2010, 15 May 2010, 15 September 2010, 30 September 2010, 30 October 2010, 28 February 2011 and 30 March 2011 respectively. As of the date of this announcement, the Company has 139 bulk carriers, totalling approximately 4,880,000 dead weight tons. As such, upon completion of the construction of the 12 Bulk Carriers, the Company is expected to have a total of 151 bulk carriers, totalling approximately 5,567,600 dead weight tons.

The financing by way of bank borrowings is expected to increase the Company’s level of borrowings. Taking into account the Company’s capital and shareholders’ base, the Company considers that bank borrowing is the best means of financing for the construction of the Bulk Carriers. The Directors believe that in light of the Company’s fleet expansion plan, it is fair and reasonable and in the interest of the Company and the Shareholders as a whole to finance the transaction with such bank borrowings.

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Each of the Agreements provides that there will be no adjustment in the price of the relevant Bulk Carrier if the delivery is delayed for a period not exceeding 60 days. If the delay exceeds 60 days but does not exceed 210 days, there will be a reduction in the price of the relevant Bulk Carrier based on a daily reduction of RMB$48,000. If the delay exceeds 210 days, the Company has the right to cancel the relevant Agreement and the Vendors will return all previous payments by the Company together with interest. Delay will be permitted on account of force majeure event.

There will be other adjustments in price of the relevant Bulk Carrier if its performance (such as speed, fuel consumption rate, tonnage) exceeds or falls below certain agreed criteria.

The Agreements are conditional upon the approval of the Independent Shareholders at the AGM.

Financing Terms

The construction of the Bulk Carriers will be funded by the Company as to approximately 80% of the price by bank borrowings (i.e. approximately RMB2,619,360,000) and approximately 20% of the price by cash (i.e. approximately RMB654,840,000.

Information about the Group and China Shipping

The business scope of the Group includes: coastal, ocean and Yangtze River cargo transportation, container transportation, oil transportation, chartering, cargo agency and cargo transportation agency.

The business scope of China Shipping includes import and export business, trading, coastal and ocean cargo transportation, dry bulk cargo transportation, supply of food for vessels, management of docks and other services in relation to the above. Each of the Vendors is in the business of shipbuilding and repairing.

Reasons for entering into the Agreements

The Directors are optimistic of the demand in the domestic coal transportation market and the international bulk cargo delivery market and its persistent growth in the coming years. The Directors are of the view that the construction and ownership of the Bulk Carriers 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, so as to increase its market share in the domestic coal transportation.

Since China Shipping is the controlling shareholder of the Company, the transactions contemplated under the Agreements are connected transactions for the Company under the Listing Rules and are subject to the approval of the Independent Shareholders at the AGM. China Shipping, the controlling shareholder of the Company, and its associates will abstain from voting on the Agreements at the AGM.

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The Independent Board Committee has been appointed to advise the Independent Shareholders as to whether the terms of the transaction contemplated under the Agreements are fair and reasonable and whether they are in the interests of the Company and its Shareholders as a whole. An independent financial advisor will be appointed to advise the Independent Board Committee and the Independent Shareholders as to whether or not the terms of the Agreements are on normal commercial terms, in the ordinary and usual course of business and fair and reasonable so far as the Independent Shareholders are concerned and are in the interest of the Company and the Shareholders as a whole.

A circular containing, among other things, details of the transactions under the Agreements, a letter from the Independent Board Committee with its recommendation to the Independent Shareholders, a letter from the independent financial advisor containing its advice to the Independent Board Committee and the Independent Shareholders, as well as a notice convening the AGM will be despatched to the holders of H shares of the Company in due course.

Definitions

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

“AGM” annual general meeting of the shareholders to be convened by the
Company to consider and, if thought fit, to approve (amongst other
things) the Agreements
“Agreements” twelve agreements all dated 29 March, 2007, each of which is
enteredintobetweentheVendorsandtheCompanyforthe
construction of one Bulk Carrier (for a total of twelve Bulk Carriers)
for the transportation of bulk cargo
“Bulk Carriers” the bulk carrier(s) to be constructed pursuant to the Agreements
“China Shipping” (China Shipping (Group) Company*), a PRC
state-ownedenterpriseandthecontrollingshareholderofthe
Company, currently holding 47.46% of the registered capital of the
Company
“Company” ChinaShippingDevelopmentCompanyLimited
(), a joint stock limited company established in the
PRC, the H shares of which are listed on the Stock Exchange
“Directors” directors of the Company
“Group” the Company and its subsidiaries
“H Shares” H shares of par value RMB1.00 each in the share capital of the
Company, being overseas listed foreign invested shares

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“HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC

  • “Independent the Shareholders other than China Shipping and its associates (as Shareholder(s)” defined in the Listing Rules)

  • “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

  • “PRC” The People’s Republic of China

  • “RMB” Renminbi Yuan, the lawful currency of the PRC

  • “Shareholder(s)” holders of share(s) of the Company

  • “Stock Exchange” The Stock Exchange of Hong Kong Limited

  • “Vendors”

(China Shipping Industrial Co., Ltd.) and (China Shipping Industrial (Jiangsu) Co., Ltd.)

By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong Company Secretary

Shanghai, the People’s Republic of China

29 March 2007

The exchange rate adopted in this announcement for illustration purpose only is HK$1.00 = RMB$0.99.

As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, 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.

* For identification purpose only

Please also refer to the published version of this announcement in The Standard.

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