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Dida Inc. Capital/Financing Update 2012

May 30, 2012

50671_rns_2012-05-30_b576ccfe-f69d-47d4-a8ca-f9516988de3f.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 TRANSACTIONS SALE OF BULK VESSELS

The Board is pleased to announce that the Company and Digang Dili entered into the Sale and Purchase Agreements on 30 May 2012 whereby the Company agreed to sell and Digang Dili agreed to purchase the Bulk Vessels. The total consideration for the sale of the Bulk Vessels is RMB32,543,363.91 (approximately HK$39,930,708).

China Shipping holds approximately 46.36 percent of the issued share capital of the Company, being the controlling shareholder of the Company as defined under the Listing Rules. Digang Dili is a wholly-owned subsidiary of China Shipping Industry, which in turn is a wholly-owned subsidiary of China Shipping. Therefore, Digang Dili is a connected person (as defined under the Listing Rules) of the Company. Hence, the Transactions constitute connected transactions of the Company for the purposes of the Listing Rules.

The entering into of the Sale and Purchase Agreements shall, for the purpose of the Listing Rules, be aggregated with the Previous Sale and Purchase Agreements for the sale of two bulk vessels between the Company and Digang Dili signed on 22 December 2011, details of which were set out in the Company’s announcement dated 22 December 2011.

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

Particulars of the Sale and Purchase Agreements are set forth below, and will also be disclosed in the Company’s 2012 annual report.

The Board is pleased to announce that the Company and Digang Dili entered into the Sale and Purchase Agreements on 30 May 2012 whereby the Company agreed to sell and Digang Dili agreed to purchase the Bulk Vessels. The total consideration for the sale of the Bulk Vessels is RMB32,543,363.91 (approximately HK$39,930,708). Further particulars of the Sale and Purchase Agreements are as follows:

1. Sale and Purchase Agreements dated 30 May 2012

1.1 Parties

Vendor: the Company

Purchaser: Digang Dili

1.2 Bulk Vessels

The First Bulk Vessel and the Second Bulk Vessel were constructed by Shanghai Jiangnan Shipyard, being an independent third party, and were both commissioned into service in September 1980. The First Bulk Vessel and the Second Bulk Vessel weigh 6,356.18 long tones and 6,363 long tones respectively.

1.3 Sale of Bulk Vessels

Pursuant to the Sale and Purchase Agreements, the Company has agreed to sell the Bulk Vessels as scrap steel vessels and Digang Dili has agreed to purchase the Bulk Vessels, and thereafter to dismantle them.

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1.4 Sale price and payment terms

1.4.1 First Sale and Purchase Agreement

Pursuant to the First Sale and Purchase Agreement, Digang Dili will pay to the Company in cash a sum of RMB16,262,957.11 (approximately HK$19,954,648) as consideration for the sale of the First Bulk Vessel.

The consideration is determined by reference to the market price of scrap bulk vessels for the past month. The sale price of US$407 (approximately HK$3,159) per long tonne is used. No valuation has been performed.

The net book value of the First Bulk Vessel as at 29 February 2012 was RMB8,847,900 (approximately HK$10,856,373). The net profit expected to arise from the sale of the First Bulk Vessel, being the difference between the consideration for such sale and the net book value of the First Bulk Vessel, is RMB7,415,057.11 (approximately HK$9,098,275). The Company intends to use the net proceeds arising from the sale of the First Bulk Vessel as its working capital. The net profits/losses before and after taxation and extraordinary items attributable to the First Bulk Vessel for the financial years ended 31 December 2010 and 31 December 2011 were as follows:-

Financial year ended Financial year ended 31 December 2010 31 December 2011 Net profits/losses before RMB-318,600 RMB567,700 taxation and (approximately (approximately extraordinary items HK$-390,922) HK$696,568) attributable to the First Bulk Vessel Net profits/losses after RMB-1,267,900 RMB-481,700 taxation and (approximately (approximately extraordinary items HK$-1,555,713) HK$-591,046) attributable to the First Bulk Vessel

The above financial information of the First Bulk Vessel was prepared under PRC GAAP.

Pursuant to the First Sale and Purchase Agreement, Digang Dili shall pay RMB1,626,295.71 (approximately HK$1,995,465), 10% of the consideration of the First Bulk Vessel, as deposit to the Company by way of bank draft or

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remittance to the Company’s designated bank account within 2 working days after the signing of the First Sale and Purchase Agreement by both parties. RMB14,636,661.40 (approximately HK$17,959,184), the remaining 90% of the consideration, will be paid by Digang Dili to the Company by way of bank draft or remittance to the Company’s designated bank account within 3 working days before the delivery date of the First Bulk Vessel.

1.4.2 Second Sale and Purchase Agreement

Pursuant to the Second Sale and Purchase Agreement, Digang Dili will pay to the Company in cash a sum of RMB16,280,406.80 (approximately HK$19,976,059) as consideration for the sale of the Second Bulk Vessel.

The consideration is determined by reference to the market price of scrap bulk vessels for the past month. The sale price of US$407 (approximately HK$3,159) per long tonne is used. No valuation has been performed.

The net book value of the Second Bulk Vessel as at 29 February 2012 was RMB8,847,900 (approximately HK$10,856,373). The net profit expected to arise from the sale of the Second Bulk Vessel, being the difference between the consideration for such sale and the net book value of the Second Bulk Vessel, is RMB7,432,506.80 (approximately HK$9,119,686). The Company intends to use the net proceeds arising from the sale of the Second Bulk Vessel as its working capital.

The net profits/losses before and after taxation and extraordinary items attributable to the Second Bulk Vessel for the financial years ended 31 December 2010 and 31 December 2011 were as follows:-

Financial year ended Financial year ended 31 December 2010 31 December 2011 Net profits/losses before RMB1,086,300 RMB-634,300 taxation and (approximately (approximately extraordinary items HK$1,332,890) HK$-778,286) attributable to the Second Bulk Vessel Net profits/losses after RMB95,300 RMB-1,585,000 taxation and (approximately (approximately extraordinary items HK$116,933) HK$-1,944,795) attributable to the Second Bulk Vessel

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The above financial information of the Second Bulk Vessel was prepared under PRC GAAP.

Pursuant to the Second Sale and Purchase Agreement, Digang Dili shall pay RMB1,628,040.68 (approximately HK$1,997,606), 10% of the consideration of the Second Bulk Vessel, as deposit to the Company by way of bank draft or remittance to the Company’s designated bank account within 2 working days after the signing of the Second Sale and Purchase Agreement by both parties. RMB14,652,366.12 (approximately HK$17,978,453), the remaining 90% of the consideration, will be paid by Digang Dili to the Company by way of bank draft or remittance to the Company’s designated bank account within 3 working days before delivery of the Second Bulk Vessel.

1.5 Delivery

The Bulk Vessels will be delivered to Digang Dili at Digang Dili Dismantling Shipyard (中海工業有限公司荻港船廠碼頭) in the PRC by early June 2012.

1.6 Other material terms

All responsibilities, liabilities and risks relating to the delivery of the Bulk Vessels shall be borne by the Company prior to delivery of the Bulk Vessels, and by Digang Dili immediately after such delivery.

The Sale and Purchase Agreements are subject to the usual force majeure provisions. In the event of occurrence of force majeure events including earthquake, fire, tsunami and war and, as a result, the Sale and Purchase Agreements cannot be performed by the Company, the Company may terminate the Sale and Purchase Agreements by giving immediate notice to Digang Dili. For other special circumstances such as typhoon which cause the Company to be unable to deliver the Bulk Vessels pursuant to the Sale and Purchase Agreements, the Company shall give Digang Dili 2 days’ advance notice proposing a new delivery date.

If Digang Dili fails to pay the total consideration of RMB32,543,363.91 (approximately HK$39,930,708) or fails to receive the Bulk Vessels in accordance with the Sale and Purchase Agreements, the Company may terminate the Sale and Purchase Agreements and claim for any consequential losses and interest at 12% p.a.. Similarly, if the Company fails to notify Digang Dili to receive the Bulk Vessels in accordance with the Sale and Purchase Agreements, Digang Dili may terminate the Sale and Purchase Agreements and the Company shall refund the total amount of consideration received together with interests at 12% p.a. within 7 bank working days after receiving such termination notice from Digang Dili.

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Should any dispute arise between the Company and Digang Dili in respect of the Sale and Purchase Agreements, which remains unresolved after reasonable discussions, such dispute shall be referred to Shanghai Sub-Commission of China Maritime Arbitration Commission, which was established in accordance with a decision made by the State Council of the PRC, for arbitration in Shanghai, PRC.

2. Reasons for and benefits of entering into the Sale and Purchase Agreements

The Board is of the view that, since the Bulk Vessels have reached 32 years, and have lost its commercial value because of their poor technical conditions, high repairing and maintenance costs and consecutive years of losses, the Board decided to sell the Bulk Vessels as scrap steel vessels.

Digang Dili is a special service entity which specializes in ship dismantling business. The Board believes that the disposal of the Bulk Vessels will provide the Company with more working capital. The Board does not currently have any specific use of such working capital. The Directors believe that such disposal will not have any material adverse impact to the Company.

3. General

The business of the Company mainly involves coastal, ocean and Yangtze River cargo transportation, oil transportation, chartering, cargo agency and cargo transportation agency.

The business of Digang Dili mainly involves ship dismantling and repair.

4. Listing Rules Requirements

China Shipping holds approximately 46.36 percent of the issued share capital of the Company, being the controlling shareholder of the Company as defined under the Listing Rules. Digang Dili is a wholly-owned subsidiary of China Shipping Industry, which in turn is a wholly-owned subsidiary of China Shipping. Therefore, Digang Dili is a connected person (as defined under the Listing Rules) of the Company. Hence, the Transactions constitute connected transactions of the Company for the purposes of the Listing Rules.

The entering into of the Sale and Purchase Agreements shall, for the purpose of the Listing Rules, be aggregated with the Previous Sale and Purchase Agreements for the sale of two bulk vessels between the Company and Digang Dili signed on 22 December 2011, details of which were set out in the Company’s announcement dated 22 December 2011.

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

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

Particulars of the Sale and Purchase Agreements will also be disclosed in the Company’s 2012 annual report in accordance with the relevant requirements of the Listing Rules.

Definitions

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

“Board” the board of Directors “Bulk Vessels” the First Bulk Vessel and the Second Bulk Vessel “China Shipping” 中國海運(集團)總公司 (China Shipping (Group) Company) “China Shipping 中海工業有限公司 (China Shipping Industry Company Industry” Limited), 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 “Digang Dili” 上海海運(集團)公司荻港荻利物資回收公司(Shanghai Shipping Group Company Digang Dili Recovery Company Limited), a wholly-owned subsidiary of China Shipping Industry

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“Directors”

directors of the Company

  • “First Bulk Vessel”

the bulk vessel “Hong Qi 202” (紅旗202)

  • “First Sale and the sale and purchase agreement dated 30 May 2012 in Purchase Agreement” respect of the sale of the First Bulk Vessel by the Company to Digang Dili

  • “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”

Shareholders other than China Shipping and its 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

  • “Previous Sale and the two agreements both dated 22 December 2011, each Purchase Agreements” of which was entered into between the Company and Digang Dili for the sale of two bulk vessels

  • “Sale and Purchase the First Sale and Purchase Agreement and the Second Agreements” Sale and Purchase Agreement

  • “Second Bulk Vessel” the bulk vessel “Hong Qi 203”(紅旗203)

  • “Second Sale and the sale and purchase agreement dated 30 May 2012 in Purchase Agreement” respect of the sale of the Second Bulk Vessel by the Company to Digang Dili

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

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

  • “Transactions” the transactions as contemplated under the Sale and Purchase Agreements

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“US$”

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

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

Company Secretary

Shanghai, the People’s Republic of China 30 May 2012

The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.76257, and RMB1.00=HK$1.2270. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ 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. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, 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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