Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Dida Inc. Capital/Financing Update 2008

Jun 10, 2008

50671_rns_2008-06-10_8358804b-95c4-4998-8fd5-a99626f56ea4.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

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.

==> picture [65 x 48] intentionally omitted <==

CHINA SHIPPING DEVELOPMENT COMPANY LIMITED 中海發展股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1138)

DISCLOSEABLE TRANSACTION CONSTRUCTION OF NEW VESSELS

On 10 June 2008, the Company entered into the Agreements with Jiangnan Construction and CSSC for the construction of eight bulk cargo carriers each of 76,000 dead weight tons for the transportation of bulk cargoes. The total consideration for the construction of the bulk cargo carriers is US$428,000,000 (equivalent to approximately HK$3,342,680,000).

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 VLOCs of 230,000 dead weight tons each between the CS Development Hong Kong, CSSC and Guangzhou Longxue, details of which were contained in the Company’s announcement dated 29 October 2007) constitutes a discloseable transaction of the Company under the Listing Rules. A circular giving details of the transaction under the Agreements will be despatched to Shareholders in due course.

The Agreement

On 10 June 2008, the Company entered into the Agreements with Jiangnan Construction and CSSC for the construction of eight bulk cargo carriers each of 760,000 dead weight tons for the transportation of bulk cargoes. The total consideration for the construction of the bulk cargo carriers is US$428,000,000 equivalent to approximately HK$3,342,680,000. The consideration is determined by reference to the market price of bulk carriers ranging in sizes from 60,000 to 80,000 dead weight tons during the past 3 months.

— 1 —

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 VLOCs of 230,000 dead weight tons each between CS Development Hong Kong, CSSC and Guangzhou Longxue, details of which were contained in the Company’s announcement dated 29 October 2007) constitutes a discloseable transaction of the Company under the Listing Rules. Save as aforesaid, in the 12 months prior to the date of this announcement there were no other transactions between the Company, Jiangnan Construction and CSSC and their respective associates which require aggregation under Rule 14.22 of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, CSSC is a state owned Chinese shipbuilder and Jiangnan Construction is a wholly-owned subsidiary of CSSC.

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

The Directors (including the Independent non-executive Directors) considered 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 prices of the bulk cargo carriers will be payable in RMB in cash. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant bulk cargo carriers:

  • (i) for the first instalment, to pay 20% of the price within 5 business days after the Agreements become effective;

  • (ii) for the second, third and fourth instalment, to pay 20% of the price within 5 business days of the receipt of the progress report from the Vendors and endorsed by the Company; and

  • (iii) for the final instalment, to pay 20% of the price within 5 business days of the receipt of all documentation in relation to completion of the relevant bulk cargo carriers from the Vendors.

The expected delivery date for each of the bulk cargo carriers is on or before 28 February 2011, 31 August 2011, 31 October 2011, 31 December 2011, 31 March 2012, 30 April 2012, 31 May 2012 and 30 June 2012 respectively.

— 2 —

Each of the eight Agreements provides that there will be no adjustment in the price of the relevant bulk cargo carriers 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 180 days, there will be a daily reduction of US$7,000 in the price of the relevant bulk cargo carriers. Under the eight Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 180 days, unless the parties agree otherwise, the Company has the right to accept delivery of the relevant bulk cargo carriers with a reduction in price of no more than US$1, 050,000 or refuse to accept delivery of the relevant bulk cargo carriers in which case all payments paid under the relevant Agreement together with interests will be refunded to the Company.

Financing Terms

The construction of the bulk cargo carriers 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 international dry bulk cargo transportation market, the PRC coastal coal transportation market and their persistent growth in the coming years. The Directors are of the view that the construction and ownership of the bulk cargo 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.

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 VLOCs of 230,000 dead weight tons each between the CS Development Hong Kong, CSSC and Guangzhou Longxue, details of which were contained in the Company’s announcement dated 29 October 2007) constitutes a discloseable transaction of the Company. A circular giving details of the transactions under the Agreements will be dispatched to the Shareholders in due course.

— 3 —

Definitions

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

  • “Agreements” eight agreements all dated 10 June 2008, each of which is entered into between the Company, CSSC and Jiangnan Construction for the construction of one bulk cargo carrier (for a total of eight bulk cargo carriers) for the transportation of bulk cargoes

  • “Company”

  • China Shipping Development Company Limited (中海發展股份有限公司), 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 Kong”

  • China Shipping Development (Hong Kong) Marine Co., Limited ( 中海發展 ( 香港 ) 航運有限公司 ), a wholly-owned subsidiary of the Company

  • “CSSC”

  • China State Shipbuilding Corporation* (中國船舶工業 集團公司), 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

  • “Group” the Company and its subsidiaries

  • “Guangzhou Longxue”

  • CSSC Guangzhou Longxue Shipbuilding Co., Ltd* (廣州中船龍穴造船有限公司), 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)

  • “HK$”

  • Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC

— 4 —

  • “Jiangnan Jiangnan Construction Group Limited* (江南造船(集團) Construction” 有限責任公司), a Chinese shipbuilder. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Jiangnan Construction and its ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined under the Listing Rules)

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

  • “PRC” The People’s Republic of China “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” holder(s) of the shares of the Company “US$” United States dollars, the lawful currency of the United States of America

  • “Vendors” CSSC and Jiangnan Construction “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

10 June 2008

As at the date of this announcement, the Board of Directors of the Company comprises 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, and Mr. Ma Xun, Mr. Xie Rong, Mr. Hu Honggao, Mr. Zhu Yongguang 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$7.81.

— 5 —