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Dida Inc. Capital/Financing Update 2012

Nov 27, 2012

50671_rns_2012-11-27_c2aaf598-a2ba-43c8-9703-e44aa9e442ba.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)

CONTINUING CONNECTED TRANSACTION

BAREBOAT CHARTER

The Board is pleased to announce that on 27 November 2012, XC Shipping, a wholly owned subsidiary of the Company, entered into the Bareboat Charter with China Shipping (HK) Holdings, whereby XC Shipping will continue to lease the Tanker from China Shipping (HK) Holdings for a term of one year commencing from 1 January 2013. The aggregate charter payment will be up to US$2,920,000 (equivalent to HK$22,634,672).

14.60(1)

China Shipping holds approximately 46.36% of the issued share capital of the Company and is the controlling shareholder of the Company. China Shipping (HK) Holdings is a wholly-owned subsidiary of China Shipping and is therefore a connected person (as defined in the Listing Rules) of the Company. Accordingly, the Transaction constitutes a continuing connected transaction of the Company. There is no other transaction of similar nature with China Shipping and its associates (as defined in the Listing Rules) which requires aggregation to the Transaction pursuant to the Listing Rules.

As the applicable percentage ratios in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but do not require approval by the Independent Shareholders. Particulars of the Transaction are set forth below.

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BAREBOAT CHARTER

The Board is pleased to announce that on 27 November 2012, XC Shipping, a wholly owned subsidiary of the Company, entered into the Bareboat Charter relating to the continual leasing of the Tanker “Song Lin Wan” from China Shipping (HK) Holdings, a wholly-owned subsidiary of China Shipping, further particulars of which are as follows.

1. Bareboat Charter dated 27 November 2012

1.1 Parties

Lessor: China Shipping (HK) Holdings Lessee: XC Shipping

1.2 Tanker

“Song Lin Wan” was constructed by a shipyard in Japan which is an independent third party to the Company, and was acquired by China Shipping (HK) Holdings upon completion of its construction on 27 November 2002, with a gross tonnage of approximately 56,358 tonnes. “Song Lin Wan” is used for international refined oil transportation.

1.3 Leasing of the Tanker

Pursuant to the Bareboat Charter, China Shipping (HK) Holdings has agreed to lease the Tanker to XC Shipping.

1.4 Charter payment and payment terms

Pursuant to the Bareboat Charter, XC Shipping will pay China Shipping (HK) Holdings an aggregate charter payment of up to US$2,920,000 (equivalent to HK$22,634,672), being the annual cap for the Bareboat Charter, for the financial year ending 31 December 2013. Such payments are to be made in cash in US$.

The charter payment is determined with reference to market terms of bareboat charters of similar tankers. Other than the first payment, the monthly charter payment during the charter period shall be paid thirty days in advance of the first day of the next calendar month by XC Shipping. The first payment shall be made on the date of delivery of the Tanker and the last payment is expected to be made on 1 December 2013.

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1.5 Charter period

The Bareboat Charter will be effective from 1 January 2013 and will expire on 31 December 2013 (both dates inclusive).

1.6 Other significant terms

During the charter period of the Bareboat Charter, XC Shipping will be responsible for all necessary repair of the Tanker.

Should any dispute arises between China Shipping (HK) Holdings and XC Shipping in respect of the Bareboat Charter, and which remains unresolved after reasonable discussions between the parties, such dispute shall be referred to arbitration in London to be conducted in accordance with the London Maritime Arbitrators Association Terms current at the time when the arbitration proceedings are commenced.

2. Reasons for and benefits of entering into the Transaction

The Group aims to maintain the steady increase in its operating results in relation to its oil and bulk cargo transportation business. The leasing of “Song Lin Wan”, which is a relatively large oil tanker, is expected to enable the Group to enhance its international shipping capacity and its share in the international oil shipping market.

3. General

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

XC Shipping is principally engaged in the operation and management of international oil transportation.

The business of China Shipping (HK) Holdings is marine transportation.

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4. Listing Rules Requirements

China Shipping holds approximately 46.36% of the issued share capital of the Company and is the controlling shareholder of the Company. China Shipping (HK) Holdings is a wholly-owned subsidiary of China Shipping and is a connected person (as defined in the Listing Rules) of the Company. Accordingly, the Transaction constitutes a continuing connected transaction of the Company. There is no other transaction of similar nature with China Shipping and its associates (as defined in the Listing Rules) which requires aggregation to the Transaction pursuant to the Listing Rules.

As the applicable percentage ratios in respect of the Transaction are more than 0.1% but less than 5%, the Transaction is only subject to the reporting and announcement requirements under Rules 14A.45 to 14A.47 of the Listing Rules but do not require the approval by the Independent Shareholders.

The terms and conditions of the Transaction have been negotiated on an arm’s length basis and are on normal commercial terms. The Board (including the independent non-executive Directors) considers the terms of the Transaction (including the annual cap thereunder) to be fair and reasonable and in the interests of the Company and the Shareholders as a whole. The following Directors, Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa and Mr. Wang Daxiong, being the senior management of China Shipping, have a material interest in the Transaction, and have abstained from voting on the relevant Board resolution.

Particulars of the Transaction will be disclosed in the Company’s annual report in compliance with relevant requirements under the Listing Rules.

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Definitions

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

  • “Bareboat Charter”

  • the bareboat charter dated 27 November 2012 entered into between China Shipping (HK) Holdings as owner and XC Shipping as charterer in respect of the leasing of the Tanker

  • “Board”

the board of Directors

  • “China Shipping” 中國海運(集團)總公司 (China Shipping (Group) Company)

  • “China Shipping (HK) Holdings”

  • China Shipping (Hong Kong) Holdings Co., Limited 中 國海運(香港)控股有限公司, a wholly-owned subsidiary of China Shipping

  • “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, and the A Shares of which are listed in Shanghai Stock Exchange

  • “Directors” directors of the Company

  • “Group”

  • the Company and its subsidiaries

  • “HK$”

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

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

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

  • “PRC” The People’s Republic of China

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

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

  • “Tanker” the vessel “Song Lin Wan” (松林灣)

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“Transaction”

the transaction contemplated under the Bareboat Charter

“US$”

United States dollars, the lawful currency of the United States of America

“XC Shipping”

Xi Chuan Shipping S.A., a wholly-owned subsidiary of the Company

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

Company Secretary

Shanghai, the People’s Republic of China 27 November 2012

The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.7516. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ at that rate or at all.

As at the date of this announcement, the Board of Directors of the Company comprises of Mr. Li Shaode, Mr. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive Directors.

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