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Dida Inc. — Capital/Financing Update 2012
Jan 13, 2012
50671_rns_2012-01-13_07c6e794-36ad-44d7-9074-8c2f313ca753.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.
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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 CONSTRUCTION OF A NEW VESSEL
On 13 January 2012, CS Development Hong Kong, a wholly owned subsidiary of the Company, entered into the Agreement with the Vendors for the construction of the Tanker for the transportation of crude oil and refined oil. The total consideration for the construction of the Tanker is approximately US$53,280,000 (equivalent to approximately HK$413,682,000). Since China Shipping is the controlling shareholder of the Company and that each of the Vendors are wholly owned subsidiaries of China Shipping, the transaction contemplated under the Agreement is a connected transaction for the Company under the Listing Rules. The Company considers there were no prior transactions within the past 12 months between the Group and the China Shipping (including its subsidiaries) Vendors which may require aggregation under Rule 14A.25 of the Listing Rules.
Further, as the applicable percentage ratios (other than the profits ratio) in respect of the Transaction are more than 0.1% and 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 does not require the approval by the Independent Shareholders.
14.58(3) 14A.56(2)
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The Agreement
On 13 January 2012, CS Development Hong Kong, a wholly owned subsidiary of the Company, entered into the Agreement with the Vendors for the construction of the Tanker for the transportation of crude oil and refined oil. The total consideration for the construction of the Tanker is approximately US$53,280,000 (equivalent to approximately HK$413,682,000). The consideration is determined by reference to the market price for the past 6 months of tankers of tonnage between 80,000 dead weight tons and 110,000 dead weight tons with similar specifications.
Terms of the Agreement
The price of the Tanker will be payable in US$. Relevant payments under the Agreement will be payable in 5 instalments at various stages of the construction of the Tanker:
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(i) for the first instalment, to pay 20% of the price within 5 business days after the Agreement becomes effective and receipt of the relevant invoice from the Vendors;
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(ii) for each of the second, third and fourth instalment, to pay 20% of the price within 5 business days of the receipt of the relevant invoice and related construction documents issued by the Vendors based on the construction phase of the Tanker; and
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(iii) for the final instalment, to pay 20% of the price (and relevant adjustments applicable pursuant to the Agreement) within 5 business days of the receipt of all documentation in relation to completion of the Tanker by the Vendors.
The expected delivery date for the Tanker under the Agreement is on or before 30 September 2013.
The Agreement provides that there will be no adjustment in the price of the Tanker if the delivery is delayed for a period not exceeding 45 day). If the delay exceeds 45 days, there will be a reduction in the price of the Tanker based on a daily reduction rate of US$8,000. If the delay exceeds 105 days, there will be a reduction in the price of the Tanker based on a daily reduction rate of US$10,000. If the delay exceeds 165
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days, there will be a reduction in the price of the Tanker based on a daily reduction rate of US$12,000. If the delay exceeds 225 days, CS Development Hong Kong has the right to cancel the Agreement and accept a refund with interest from the Vendors, or negotiate a new price for the Tanker. Under the Agreement, delay will be permitted on account of force majeure events.
There will be other downward adjustments in price of the Tanker if its performance (such as speed, fuel consumption rate, tonnage) exceeds or falls below certain agreed criteria (as the case may be). However should the relevant performance exceeds or falls below certain agreed benchmark, CS Development Hong Kong has the right to refuse the acceptance of the Tanker and accept a refund with interest from the Vendors, or negotiate a new price for the Tanker.
Financing Terms
The construction of the Tanker will be funded by the Group as to approximately 80% of the price by bank borrowings and approximately 20% of the price by internal financial resources.
The financing by way of bank borrowings is expected to increase the Group’s level of borrowings. Taking into account the Company’s capital and shareholders’ base, the Company considers that bank borrowing is the best means of financing for the construction of the Tanker. The Directors believe that in light of the Group’s fleet expansion plan, it is fair and reasonable and in the interest of the Company and the Shareholders as a whole to finance the transaction with such bank borrowings.
Information about the Group and China Shipping
The business scope of the Group includes coastal, ocean and Yangtze River cargo transportation, chartering, cargo agency and cargo transportation agency.
The business scope of China Shipping includes import and export businesses, trading, coastal and ocean cargo transportation, dry bulk cargo transportation, supply of food for vessels, management of docks and other services in relation to the above. Each of the Vendors is in the business of shipbuilding and ship repairing.
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Reasons for entering into the Agreement
In view of the reasonable cost of constructing the Tanker, the Directors are of the view that the construction and ownership of the Tanker is low risk, efficient, and will increase the competitiveness of the Group in the shipping market. This will also enable the Group to take advantage of the business opportunities in the shipping market, enjoy economies of scale, and improve its operating efficiency and profitability.
Listing Rules Requirements
Since China Shipping is the controlling shareholder of the Company and that each of the Vendors are wholly owned subsidiaries of China Shipping, the transaction contemplated under the Agreement is a connected transaction for the Company under the Listing Rules. The Company considers there were no prior transactions within the past 12 months between the Group and China Shipping (including its subsidiaries) which may require aggregation under Rule 14A.25 of the Listing Rules.
Further, as the applicable percentage ratios (other than the profits ratio) in respect of the Transaction are more than 0.1% and 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 does 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 to be on normal commercial terms, fair and reasonable and in the ordinary and usual course of the Group’s business, and are in the interests of the Company and the Shareholders as a whole. The following Directors, Mr. Li Shaode, Mr. Lin Jianqing, Mr. Wang Daxiong and Mr. Zhang Guofa, being the senior management of China Shipping, have a material interest in the Transaction, and have abstained from voting on the relevant Board resolution approving the Transaction.
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Definitions
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
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“Agreement” the agreement dated 13 January 2012, which is entered into between the Vendors and CS Development Hong Kong for the construction of one Tanker for the transportation of crude oil and refined oil
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“Board” the board of directors of the Company
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“China Shipping” China Shipping (Group) Company* (中國海運(集團)總公司), a PRC state-owned enterprise and the controlling shareholder of the Company, holding 46.36% of the registered capital of the Company as at the date of this announcement
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“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
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“CS Development China Shipping Development (Hong Kong) Marine Co., Hong Kong” Limited* (中海發展(香港)航運有限公司), a wholly-owned subsidiary of the Company
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“Directors” directors of the Company
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“Group” the Company and its subsidiaries
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“H Shares” H shares of par value RMB1.00 each in the share capital of the Company, being overseas listed foreign invested shares
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“HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC
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“Independent the Shareholders other than China Shipping and its associates Shareholder(s)” (as defined in the Listing Rules)
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
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“PRC” The People’s Republic of China
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“Shareholder(s)” holders of share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Tanker” a tanker of 110,000 dead weight tons
“Transaction” the construction of the Tanker pursuant to the terms of the Agreement
“Vendors” 中海工業有限公司 (China Shipping Industrial Co., Ltd.) and 中海工業(江蘇)有限公司 (China Shipping Industrial (Jiangsu) Co., Ltd.), both being companies established under the laws of the PRC and which are wholly-owned subsidiaries of China Shipping
By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong
Company Secretary
Shanghai, the People’s Republic of China 13 January 2012
The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = HK$7.7643. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ 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. Lin Jianqing, Mr. Wang Daxiong, Mr. Zhang Guofa, Mr. Yan Zhichong and Mr. Qiu Guoxuan as executive Directors, Mr. Zhu Yongguang, Mr. Zhang Jun and Mr. Lu Wenbin as independent non-executive Directors.
- For identification purpose only
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