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Dida Inc. Capital/Financing Update 2011

May 27, 2011

50671_rns_2011-05-27_e5d42916-f009-485a-ad03-3cc241294a61.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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 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)

Connected Transaction: Increase in Capital Contribution to CS Finance Company

The Board is pleased to announce that on 27 May 2011, the Company entered into the Capital Increase Agreement, pursuant to which, China Shipping, Guangzhou Maritime Transport, the Company, CSCL and CS Haisheng have agreed to increase their respective capital contribution in the amount of RMB75 million (equivalent to approximately HK$89,285,714), RMB60 million (equivalent to approximately HK$71,428,571), RMB75 million (equivalent to approximately HK$89,285,714), RMB75 million (equivalent to approximately HK$89,285,714) and RMB15 million (equivalent to approximately HK$17,857,143), respectively, to CS Finance Company by way of cash in proportion to their existing equity holdings in CS Finance Company. Upon the completion of the foregoing increase of capital contribution, the registered capital of CS Finance Company will increase from RMB300 million to RMB600 million while the respective equity holdings of China Shipping, Guangzhou Maritime Transport, the Company, CSCL and CS Haisheng in CS Finance Company will remain as 25%, 20%, 25%, 25% and 5%.

As China Shipping is the controlling shareholder of the Company and CSCL respectively and Guangzhou Maritime Transport is a wholly-owned subsidiary of China Shipping, China Shipping, Guangzhou Maritime Transport, CSCL and CS Haisheng are connected persons (as defined under the Listing Rules) of the Company. CS Finance Company is accounted for and consolidated in China Shipping’s audited consolidated accounts as a subsidiary in accordance with PRC GAAP, and therefore CS Finance Company is also a connected person of the Company under the Listing Rules. Accordingly, the increase in capital contribution constitutes a connected transaction of the Company under the Listing Rules. However, based on the capital contribution to be made by the Company to the

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registered capital of CS Finance Company, each of the applicable percentage ratios under Chapter 14 of the Listing Rules is more than 0.1% but less than 5%. Under Rule 14A.32 of the Listing Rules, the transactions contemplated under the Capital Increase Agreement is therefore exempt from the independent shareholders’ approval requirement, but is still subject to the relevant reporting and announcement requirements under the Listing Rules.

CAPITAL INCREASE AGREEMENT

The main terms of the Capital Increase Agreement are summarised as follows:

Date 27 May 2011

  • Parties (a) the Company;

  • (b) China Shipping;

  • (c) Guangzhou Maritime Transport;

  • (d) CSCL; and

  • (e) CS Haisheng.

Capital Increase and Payment

China Shipping, Guangzhou Maritime Transport, the Company, CSCL and CS Haisheng have agreed to increase their respective capital contribution in the amount of RMB75 million, RMB60 million, RMB75 million, RMB75 million and RMB15 million, respectively, to CS Finance Company by way of cash in proportion to their existing equity holdings in CS Finance Company.

Upon the completion of the foregoing increase of capital contribution, the registered capital of CS Finance Company will increase from RMB300 million to RMB600 million while the respective equity holdings of China Shipping, Guangzhou Maritime Transport, the Company, CSCL and CS Haisheng in CS Finance Company will remain as 25%, 20%, 25%, 25% and 5%. Each of the JV Partners shall fulfill their respective payment obligations by way of cash contribution in one lump-sum within 15 Business Days after the approval of the CBRC on the Capital Increase is obtained.

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REASONS AND BENEFITS FOR ENTERING INTO THE CAPITAL INCREASE AGREEMENT

CS Finance Company is primarily engaged in the provision of financial and financing advisory services, credit verification services and related consulting and agency services to the JV Partners.

Making a further capital contribution to CS Finance Company is expected to bring considerable economic benefits to the Company. With CS Finance Company as a platform, the excess liquidity of the JV Partners can be fully utilized. In addition, CS Finance Company can improve the efficiency of capital settlement for the JV Partners, increase the turnover rate of funds, effectively reduces the relevant settlement costs and in turn strengthens the financial positions of the JV Partners against possible financial risks.

CS Finance Company only commenced operations in 2010 and based on the audited financial statement of CS Finance Company which were prepared in accordance with the PRC GAAP, CS Finance Company has recorded audited net profit before and after taxation and extraordinary items attributable to the Company’s 25% equity interest in CS Finance Company in the amount of approximately RMB12,985,100 (equivalent to approximately HK$15,458,452) and RMB9,720,144 (equivalent to approximately HK$11,571,700) respectively.

The Company intends to use its internal resources to satisfy its requisite capital contribution to CS Finance Company.

GENERAL INFORMATION

  1. Principal Business Activities

  2. a) China Shipping

China Shipping is a large shipping conglomerate that operates across different regions, industries and countries.

  • b) Guangzhou Maritime Transport

Guangzhou Maritime Transport is principally engaged in non-container vessel leases, hotel services, auxiliary shipping services, health care, property management, project supervision and logistic businesses.

  • c) CSCL

CSCL is principally engaged in the operation and management of international and domestic container marine transportation.

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d) CS Haisheng

CS Haisheng is principally engaged in domestic coastal and near-sea route cargo transportation and cargo (including liquid dangerous goods) transportation between ports in the middle and lower reaches of the Yangtze River.

e) The Company

The Company is principally engaged in the business of coastal, ocean, Yangtze River and international cargo transportation, oil transportation, chartering, cargo agency and cargo transportation agency.

2. Implications under the Listing Rules

As China Shipping is the controlling shareholder of the Company and CSCL respectively and Guangzhou Maritime Transport is a wholly-owned subsidiary of China Shipping, China Shipping, Guangzhou Maritime Transport, CSCL and CS Haisheng are connected persons (as defined under the Listing Rules) of the Company. CS Finance Company is accounted for and consolidated in China Shipping’s audited consolidated accounts as a subsidiary in accordance with PRC GAAP, and therefore CS Finance Company is also a connected person of the Company under the Listing Rules. Accordingly, the increase in capital contribution constitutes a connected transaction of the Company under the Listing Rules. However, based on the increase in capital contribution to be made by the Company to the registered capital of CS Finance Company, each of the applicable percentage ratios under Chapter 14 of the Listing Rules is more than 0.1% but less than 5%. Under Rule 14A.32 of the Listing Rules, the transactions under the Capital Increase Agreement is therefore exempt from the independent shareholders’ approval requirement, but is still subject to the relevant reporting and announcement requirements under the Listing Rules.

The terms and conditions of the Capital Increase Agreement (including the amount of contribution to be made by the Company to CS Finance Company) have been negotiated on an arm’s length basis (taking into account parties’ desire to retain the same proportions of equity interest in CS Finance Company) and are on normal commercial terms. The Board (including the independent non-executive directors) believes that the terms of the transaction contemplated under the Capital Increase Agreement are fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole.

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As Mr. Li Shaode, Mr. Ma Zehua, Mr. Lin Jianqing, Mr. Wang Daxiong and Mr. Zhang Guofa are also senior management members of China Shipping, they have abstained from voting on the board resolution approving the Capital Increase Agreement. Save for the aforesaid, none of the other Directors have any material interest in the transactions contemplated under the Capital Increase Agreement.

DEFINITIONS

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

  • “Board”

the board of directors of the Company

  • “Business Day(s)” a day (excluding Saturdays and Sundays) on which licensed banks in the PRC are open for general business

  • “Capital Increase an agreement entered into between the JV Partners on Agreement” 27 May 2011 regarding the capital increase to CS Finance Company

  • “Capital Increase” the proposed contribution of additional capital in the total amount of RMB300,000,000 by the JV Partners to CS Finance Company

  • “CBRC” the China Banking Regulatory Commission

  • “China Shipping” China Shipping (Group) Company (中國海運(集團)總 公司), a PRC state-owned enterprise, which is the controlling shareholder of the Company, holding approximately 46.36% shareholding interest in the Company as at the date of this announcement

  • “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, whose H Shares have been listed on the Main Board of the Stock Exchange since 1994 and whose A Shares have been listed on the Shanghai Stock Exchange since 2002

  • “connected person” has the meaning ascribed thereto under the Listing Rules

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“CSCL”

  • China Shipping Container Lines Company Limited (中 海集裝箱運輸股份有限公司), a joint stock limited company established in the PRC whose H shares and A shares are listed on the Stock Exchange and the Shanghai Stock Exchange respectively, and in which China Shipping has approximately 47.03% shareholding interest as at the date of this announcement

  • “CS Finance Company” China Shipping Group Finance Company Limited (中海 集團財務有限責任公司), a limited liability company established by the JV Partners in the PRC

  • “CS Haisheng”

  • China Shipping (Hainan) HaishengShipping and Enterprise Co., Ltd (中海(海南)海盛船務股份有限公 司), a joint stock limited company established in the PRC whose A shares are listed on the Shanghai Stock Exchange, and in which China Shipping has approximately 27.49% shareholding interest as at the date of this announcement

  • “Director” director of the Company

  • “Guangzhou Maritime Transport”

  • Guangzhou Maritime Transport (Group) Co. Ltd. (廣州 海運(集團)有限公司), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of China Shipping

  • “HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • “JV Partners” the Company, China Shipping, Guangzhou Maritime Transport, CSCL and CS Haisheng

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

  • “PRC” People’s Republic of China

  • “PRC GAAP”

  • the Generally Accepted Accounting Principles of the PRC

  • “RMB”

  • Renminbi, the lawful currency of the PRC

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

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

Company Secretary

Shanghai, the PRC 27 May 2011

As at the date of this announcement, the board of directors of the Company comprises Mr. Li Shaode, Mr. Ma Zehua, Mr. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive directors, Mr. Zhu Yongguang, Mr. Gu Gongyun, Mr. Zhang Jun and Mr. Lu Wenbin as independent non-executive directors.

The exchange rate adopted in this announcement for illustration purposes only is HK$1.00= RMB0.84. Such conversions are for reference only and should not be construed as representations that the RMB amount could be converted into HK$ at that or any other rates.

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