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Dida Inc. — Capital/Financing Update 2012
Mar 26, 2012
50671_rns_2012-03-26_b1b0b367-cacb-4be3-b67b-6cd30c3f9673.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, 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.
This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not an offer of securities for sale in the People’s Republic of China, Hong Kong or elsewhere. The securities referred to herein are not available for general subscription in Hong Kong.
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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)
Announcement on the Resolutions of the Fifth Board Meeting of 2012
The 2012 fifth board meeting of China Shipping Development Company Limited (the “Company” and together with its subsidiaries, the “Group”) was held on 26 March 2012 by means of telephone conference. All 11 directors of the Company (“Directors”) were eligible to participate in voting at the meeting and all 11 Directors participated in the voting. The meeting was convened in compliance with the Company Law of the People’s Republic of China (“PRC”) and the Articles of Association of the Company and the relevant laws and regulations. The following matters were considered and the resolutions unanimously passed:
I. RESOLUTION ON THE ISSUANCE OF CORPORATE BONDS
The board of directors of the Company (“Board”) resolved to issue corporate bonds with details as follows:
1. Issue size and issue method
The total principal amount of corporate bonds for public offering in the PRC shall not exceed RMB5 billion (inclusive of RMB5 billion) (the “Corporate Bonds”) and the Corporate Bonds can be issued in one or multiple tranches. It was proposed that the Board or such persons as authorised by the Board shall be
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granted the authority by shareholders of the Company (“Shareholders”) to determine the specific issue size and how the Corporate Bonds shall be divided into tranches, taking into account the capital needs of the Company and market conditions at the time of issue but within the aforesaid scope.
2. Term of the Corporate Bonds
The term of the Corporate Bonds shall not exceed 10 years (inclusive of 10 years). The Corporate Bonds can be the type with a single term or the hybrid type with diversified terms. It was proposed that the Board or such persons as authorised by the Board shall be granted the authority by the Shareholders to determine the specific term structure and the issue size for each term, taking into account market conditions at the time of issue.
3. Interest rate of Corporate Bonds
It was proposed that the Board or such persons as authorised by the Board shall be granted the authority by the Shareholders to determine the coupon rate and the payment method of the Corporate Bonds prior to the issue, and such determination shall be made together with the sponsor and the joint lead-underwriter taking into account market conditions.
4. Guarantee arrangement
It was proposed that the Board or such persons as authorised by the Board shall be granted the authority by the Shareholders to determine the guarantee arrangement of the Corporate Bonds.
5. Use of proceeds
After deducting the issue expenses, the proceeds from the Corporate Bonds are intended to be used for such purposes including repaying bank loans, optimising the Group’s debt structure and replenishing working capital.
6. Arrangement for placement with the existing shareholders of the Company
The Corporate Bonds shall not be placed to the existing Shareholders nor any connected persons of the Company. None of the Corporate Bonds will be offered to the public in Hong Kong.
7. Intended place of listing
Upon completion of the issuance of the Corporate Bonds, the Company will apply for listing of the Corporate Bonds on the Shanghai Stock Exchange. Upon approval by the regulatory authorities and to the extent permitted by the relevant laws and regulations, the Company may also apply for listing of the Corporate Bonds on other stock exchanges.
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8. Safeguard measures for debt repayment
Subject to the Shareholders’ approval at the general meeting of the Company authorising the Board or such persons as the Board authorises, the Board or such persons as it authorises may adopt at a minimum the following safeguard measures if it is expected that the principal and/or interest of the Corporate Bonds cannot be repaid on schedule or the principal and/or interest of the Corporate Bonds cannot be repaid when due:
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(1) no profit shall be distributed to Shareholders;
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(2) the implementation of capital expenditure projects such as major external investment, acquisitions and mergers shall be suspended;
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(3) wages and bonus payable to directors and senior management shall be reduced or suspended;
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(4) the person primarily responsible for the Corporate Bond shall not be transferred.
9. The effective term of the resolution
The effective term of the Shareholders’ resolution in connection with the public offering of the Corporate Bonds in the PRC shall be from the date of approval by the Shareholders at the general meeting of the Company and shall expire on the date falling 24 months after the date of approval of the offering of the Corporate Bonds by China Securities Regulatory Commission (“CSRC”).
The resolution on the Corporate Bond issue shall be submitted to the general meeting of the Company for consideration and put to vote as a special resolution.
In addition to Shareholders’ approval at the general meeting, the Company will still require approval from CSRC for the Corporate Bond issue.
10. Reason and benefits of the Corporate Bond Issue
Given the Corporate Bond issue will allow the Company to have a relatively lower funding cost as compared to standard bank borrowings, and that it does not lead to dilution of the Company’s basic earnings per share which would arise in the case of issue of new shares, the Directors are of the view that the issue of the Corporate Bonds is in the interests of the Company and its Shareholders as a whole.
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II. RESOLUTION ON HANDLING MATTERS IN RELATION TO THE PUBLIC OFFERING OF THE CORPORATE BONDS IN THE PRC
To effectively coordinate the relevant matters in connection with the issuance of the Corporate Bonds, the Board resolved to propose to the Shareholders to approve and grant such mandate to the Board or such persons authorised by the Board to handle all matters in relation to the issuance of the Corporate Bonds at their full discretion, with the view to safeguarding the best interests of the Company under the framework and principle to be considered and approved by the Shareholders at the general meeting of the Company in accordance with the requirements of the relevant laws and regulations and the opinions and recommendations of the regulatory authorities, including but not limited to:
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(1) formulate, adjust and implement specific plans, terms and conditions of the Corporate Bonds in accordance with the actual circumstances of the Company and the market to the extent permitted by laws and regulations, including but not limited to matters such as determining the bond issue size, issue method (including whether the bonds will be issued in tranches and the issue size for each tranche), bond term, bond type, interest rate, use of proceeds, guarantee arrangement and safeguard arrangement for debt repayment;
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(2) formulate, approve, sign, amend, announce various documents in relation to the issuance of the Corporate Bonds and make the corresponding supplement or adjustment to the reporting documents in accordance with the requirements of the regulatory authorities;
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(3) select the bond custodian, sign the bond custody agreement and formulate rules for bondholders meeting;
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(4) in the event of a change in the opinions or the policy of the regulatory authorities concerning the issuance of the Corporate Bonds or a change in market conditions, other than matters which are required to be put to vote again by the shareholders at the general meeting under the relevant laws, regulations and the Articles of Association of the Company, a corresponding adjustment shall be made to the matters in relation to the issuance of the Corporate Bonds or a decision shall be made as to whether to proceed with the issuance of the Corporate Bonds or not;
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(5) handle matters in relation to reporting and listing in connection with the public offering of the Corporate Bonds;
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(6) decide to engage the intermediaries necessary for the public offering of the Corporate Bonds;
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- (7) handle other matters in relation to the public offering of the Corporate Bonds.
The above mandate shall be effective from the date of approval by the Shareholders at the general meeting of the Company to the date of completion of the above matters authorised to be handled.
The Board has proposed to seek the approval of Shareholders at the general meeting of the Company to authorise the Board or the persons authorised by the Board to handle matters in relation to the issuance and listing of the Corporate Bonds on behalf of the Company in accordance with the authority to be granted by the Shareholders at the general meeting of the Company. Subject to the approval of the aforesaid resolution by the Shareholders, the Board authorises Mr. Yan Zhichong and Mr. Wang Kangtian to handle matters in relation to the issuance and listing of the Corporate Bonds on behalf of the Company in accordance with the authority to be granted by the Shareholders.
The resolution on Corporate Bonds issuance is required to be submitted to the general meeting of the Company for approval as a special resolution. It is expected that this resolution will be submitted to the upcoming 2011 annual general meeting of the Company (“AGM”) to be held on 17 May 2012. The relevant Shareholders’ circular (“Circular”) together with the notice of AGM (“Notice of AGM”) will be despatched to the Shareholders as soon as practicable.
III. RESOLUTION ON THE HOLDING OF THE 2011 ANNUAL GENERAL MEETING
The Board has resolved to hold the AGM on 17 May 2012 and authorized the secretary of the Board to deal with documentation matters regarding, inter alia, the notice and materials of the AGM. The Notice of the AGM is expected to be issued around 2 April 2012.
By Order of the Board
China Shipping Development Company Limited Yao Qiaohong
Company Secretary
Shanghai, the People’s Republic of China 26 March 2012
As at the date of this announcement, the board of directors of the Company is comprised 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, and Mr. Zhu Yongguang, Mr. Zhang Jun, Mr. Lu Wenbin and Mr. Wang Wusheng as independent non-executive directors.
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