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Dida Inc. Capital/Financing Update 2007

Feb 5, 2007

50671_rns_2007-02-05_29ffe48d-98a8-4283-8da4-866f0f7cfc7f.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)

MAJOR TRANSACTION CONSTRUCTION OF NEW VESSELS

On 2nd February, 2007, CS Development Hong Kong entered into the Agreements with Guangzhou Longxue for the construction of four VLOCs each of 230,000 dead weight tons for the transportation of iron ores. The total consideration for the construction of the VLOCs is approximately US$323,200,000 (equivalent to approximately HK$2,504,800,000).

The entering into of the Agreements (which, for the purpose of the Listing Rules, will be aggregated with the agreements for the construction of four tankers of 42,000 dead weight tons each between the Company and Guangzhou Shipyard and the agreements for the construction of four tankers of 308,000 dead weight tons each between the Company and Guangzhou Longxue, details of which were contained in the Company’s announcements dated and 31st March 2006 and 30th October 2006 respectively) constitutes a major transaction of the Company under the Listing Rules. A circular giving details of the transaction under the Agreements, together with a notice convening the EGM, will be despatched to Shareholders in due course.

The Agreement

On 2nd February, 2007, CS Development Hong Kong entered into the Agreements with Guangzhou Longxue for the construction of four VLOCs each of 230,000 dead weight tons for the transportation of iron ore. The total consideration for the construction of the VLOCs is approximately US$323,200,000 (equivalent to approximately HK$2,504,800,000). The consideration is determined by reference to the market price of vessels of similar sizes and function. The Agreements were entered into after trading hours of 2nd February 2007.

On 31st March 2006, the Company has entered into agreements with Guangzhou Shipyard for the construction of four tankers of 42,000 dead weight tons each, details of which were contained in the Company’s discloseable transaction announcement dated 31st March 2006. On 28th October 2006, the Company has entered into agreements with Guangzhou Longxue for the construction of four tankers of 308,000 dead weight tons each, details of which were contained in the Company’s major transaction announcement dated 30th October 2006. In the 12 months prior to the date of this announcement there were no other transactions between

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the Company and CSSC and its associates which require aggregation under Rule 14.22 of the Listing Rules. On 22nd May 2006 Shanghai Times Shipping Company, a jointly-controlled entity of the Company, entered into four construction agreements with CSSC and Chengxi Shipyard for the construction of four cargo vessels of each of 53,000 dead weight tons, details of which were contained in the Company’s announcement dated 23rd May 2006. As the results of Shanghai Times Shipping Company are not consolidated as a subsidiary into the results of the Company, the transactions under those construction agreements do not require aggregation.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, CSSC is a state-owned Chinese shipbuilder, Guangzhou Longxue is a whollyowned subsidiary of CSSC and Guangzhou Shipyard is an associate of CSSC. For the purpose of the Listing Rules, these transactions will be aggregated with the transactions contemplated by the Agreements. Accordingly, the entering into of the Agreements constitutes a major transaction of the Company under Chapter 14 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Guangzhou Longxue and its ultimate beneficial owners are independent third owners not connected with the Company and its connected persons (as defined in the Listing Rules).

The Directors (including the Independent non-executive Directors) consider that the terms of the Agreement 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 prices of the VLOCs will be payable in Renminbi. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant vessel:

  • (i) for the first instalment, to pay 20% of the price within 3 business days after the Agreements become effective;

  • (ii) for the second, third and fourth instalment, to pay 20% of the price within 7 business days of the receipt of the relevant invoice issued by Guangzhou Longxue; and

  • (iii) for the final instalment, to pay 20% of the price within 7 business days of the receipt of all documentation in relation to completion of the relevant VLOC by Guangzhou Longxue.

The expected delivery date for each of the VLOCs is on or before 31 December 2009, 30 April 2010, 31 July 2010 and 31 December 2010 respectively.

Each of the four Agreements provides that there will be no adjustment in the price of the relevant VLOC if the delivery is delayed for a period not exceeding 30 days respectively. If the delay exceeds such period of time but does not exceed 210 days respectively, there will be a reduction in the price of the relevant VLOC determined on the basis of the extent of the

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delay. The reduction in the price will be calculated based on a daily reduction rate ranging from US$11,300 per day to US$18,400 per day (depending on the extent of the delay), subject to a total maximum reduction of US$2,970,000. Under the four Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 210 days respectively, unless the parties agree otherwise, CS Development Hong Kong has the right to accept delivery of the relevant VLOC with a reduction in price of US$2,970,000 or refuse to accept delivery of the relevant VLOC in which case all payments paid under the relevant Agreement together with interests will be refunded to CS Development Hong Kong.

The Agreements are conditional upon the approval of the Shareholders of the Company at the EGM.

Financing Terms

The construction of the VLOCs will be funded by the Company as to approximately 80% of the price by bank borrowings and approximately 20% of the price by internal resources.

Information about the Group

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 Directors are optimistic of the demand in the iron ore transportation market and its persistent growth in the coming years. In addition, the Company has entered into long-term contracts of affreightment for shipping of imported iron ore with China Shougang International Trade & Engineering Corp. and Bao Steel Company Limited respectively, details of which were contained in the Company’s announcements dated 27th October, 2006 and 26th January 2007 respectively. The Directors are of the view that the construction and ownership of the VLOCs 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.

Under the Listing Rules, the entering into of the Agreements (which, for the purpose of the Listing Rules, will be aggregated with the agreements for the construction of four tankers of 42,000 dead weight tons each between the Company and Guangzhou Shipyard and the agreements for the construction of four tankers of 308,000 dead weight tons each between the Company and Guangzhou Longxue, details of which were contained in the Company’s announcements dated and 31st March 2006 and 30th October 2006 respectively) constitutes a major transaction of the Company. A circular giving details of the transactions under the Agreements as well as a notice convening the EGM will be dispatched to the Shareholders in due course. China Shipping (Group) Company, the controlling Shareholder of the Company, does not have and, as far as the Directors are aware, no other Shareholder has a material interest in the transaction. As such, no Shareholder will be required under the Listing Rules to abstain from voting on the Agreements at the EGM.

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Definitions

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

  • “Agreements” four agreements all dated 2nd February, 2007, each of which is entered into between Guangzhou Longxue and CS Development Hong Kong for the construction of one VLOC (for a total of four VLOCs) for the transportation of iron ore

  • “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

  • “CS Development Hong China Shipping Development (Hong Kong) Marine Co., Kong” Limited ( ), a wholly-owned subsidiary of the Company

  • “CSSC” China State Shipbuilding Corporation* ( ), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, CSSC and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

  • “Directors” directors of the Company “EGM” extraordinary general meeting of the shareholders to be convened by the Company to consider and, if thought fit, to approve the Agreements

  • “Group” the Company and its subsidiaries

“Guangzhou Longxue” CSSC Guangzhou Longxue Shipbuilding Co., Ltd* ( ), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Guangzhou Longxue and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

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“Guangzhou Shipyard” Guangzhou Shipyard International Company Limited* ( ), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Guangzhou Shipyard and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

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

  • “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

  • “PRC” The People’s Republic of China

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

  • “US$” United States dollars, the lawful currency of the United States of America

  • “VLOC(s)” Very Large Iron Ore Carrier(s)

  • For identification purpose only

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

Shanghai, the People’s Republic of China 2 February, 2007

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. Yao Zhozhi as non-executive Director and Mr. Ma Xun, 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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