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Dida Inc. Capital/Financing Update 2013

Apr 26, 2013

50671_rns_2013-04-26_8524bf2c-af8a-4800-b8ec-4ddc76f1b1cd.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 PROVISION OF EXTERNAL GUARANTEE

The Board announces that CSD HK, a wholly-owned subsidiary of the Company, will issue Guarantee Letters to SHELL and BP respectively whereby CSD HK will provide a guarantee for CS Petroleum, an indirect non-wholly owned subsidiary of China Shipping, to obtain a credit facility from SHELL and BP respectively. The aggregate financial commitments of CSD HK under the Guarantee Letters is expected to be USD2,500,000 (equivalent to approximately HK$19,400,000) and to be issued by CSD HK once the External Guarantee has been approved by the Shareholders at the general meeting of the Company.

CS Petroleum is an indirect non-wholly owned subsidiary of China Shipping, the controlling shareholder of the Company and therefore is a connected person of the Company. Accordingly, the External Guarantee constitutes a connected transaction of the Company. As the External Guarantee to be provided by CSD HK to CS Petroleum is on normal commercial terms, in proportion to the Company’s equity interest in CS Petroleum and on a several basis, the External Guarantee is exempted from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.65(3) of the Listing Rules. Nevertheless, the Company is required by the applicable PRC rules and regulations to issue an announcement to disclose the External Guarantee and the External Guarantee is subject to the approval of the Shareholders at the general meeting of the Company and as such, the Company sets out below details of the External Guarantee for the information of potential investors and Shareholders.

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INTRODUCTION

The Board announces that CSD HK, a wholly-owned subsidiary of the Company, will issue a Guarantee Letter to SHELL and BP whereby CSD HK will provide a guarantee for CS Petroleum, an indirect non-wholly owned subsidiary of China Shipping, to obtain a credit facility from SHELL and BP respectively. The aggregate financial commitments of CSD HK under the Guarantee Letter is expected to be USD2,500,000 (equivalent to approximately HK$19,400,000) and to be issued by CSD HK once the External Guarantee has been approved by the Shareholders at the general meeting of the Company. The aggregate credit facility being sought from SHELL and BP amounts to USD50,000,000 (equivalent to approximately HK$388,000,000).

I. SUMMARY OF THE GUARANTEE

Pursuant to the resolution passed at the 6th meeting of the Board, with a view to supporting the development of CS Petroleum, the Board approved the provision of a guarantee through CSD HK in order for CS Petroleum to secure credit facility in the aggregate amount of US$50,000,000 (equivalent to approximately HK$388,000,000) from major fuel suppliers. The total financial commitment by CSD HK under such guarantee is US$2,500,000 (equivalent to approximately HK$19,400,000), representing 5% of the total credit facility amount.

The effectiveness of this guarantee shall be subject to the approval by the Shareholders at the general meeting of the Company and other shareholders of the CS Petroleum providing similar guarantees.

II. INFORMATION ON CS PETROLEUM

CS Petroleum, is a company owned as to 5% by CSD HK, which in turn is a wholly-owned subsidiary of the Company. The balance of the equity interests in CS Petroleum are held as to 91% by CSCL HK and 4% by China Shipping Regional Holdings Sdn Bhd. (中國海運(東南亞)控股有限公司), respectively.

The principal business of CS Petroleum is international fuel supply and trading, and its registered capital amounts to US$5,000,000 (equivalent to approximately HK$38,800,000) as at the date of this announcement.

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As at 31 December 2012, CS Petroleum’s total assets were approximately USD88,210,000 (equivalent to approximately HK$684,509,600), net assets were approximately USD4,770,000 (equivalent to approximately HK$37,015,200), total current liabilities were approximately USD83,440,000 (equivalent to approximately HK$647,494,400) and total liabilities were approximately USD83,440,000 (equivalent to approximately HK$647,494,400). The operating revenue achieved by CS Petroleum for the year ended 31 December 2012 was approximately USD230,000 (equivalent to approximately HK$1,784,800.), whilst net loss was USD230,000 (equivalent to HK$1,784,800). These figures have been audited under Singapore GAAP.

As at 28 February 2013, CS Petroleum’s total assets were approximately USD100,700,000 (equivalent to approximately HK$781,432,000), net assets were approximately USD4,850,000 (equivalent to approximately HK$37,636,000), total current liabilities were approximately USD95,850,000 (equivalent to approximately HK$743,796,000) and total liabilities were approximately USD95,850,000 (equivalent to approximately HK$743,796,000). From January to February 2013, the operating revenue achieved by CS Petroleum was approximately USD270,000 (equivalent to approximately HK$2,095,200) and net profit was approximately USD70,000 (equivalent to approximately HK$543,200). These figures are unaudited and are based on the most recent management accounts of CS Petroleum available to the Company.

III. REASONS FOR THE GUARANTEE

CS Petroleum plans to cooperate with major fuel companies to establish for itself a centralized fuel procurement platform. In doing so, CS Petroleum would require credit support from fuel companies and as CS Petroleum is a newly incorporated company, grant of credit facilities from major fuel companies will require guarantees provided by shareholders of CS Petroleum.

The Board is of the view that the External Guarantee will facilitate CS Petroleum to centralize its fuel procurement and contribute towards stable development of its business. Having considered CS Petroleum’s good credit standings, its main client being China Shipping and prospects for it as a whole to generate more revenue, the provision of the External Guarantee will have no material adverse impact on the Company and will be in the interests of the Company and its shareholders as a whole. As such, the Board approved CSD HK to provide the External Guarantee.

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IV. THE ACCUMUL ATED AMOUNT OF EXTERNAL GUARANTEES AND THE AMOUNT OF OVERDUE GUARANTEES

As at the date of this announcement, the accumulated amount of external guarantees provided by the Group was approximately USD8,200,000 (equivalent to approximately HK$63,632,000, excluding the External Guarantee. Such accumulated guarantees (excluding the External Guarantee) represents approximately 0.23% of the Company’s net consolidated assets as at 31 December 2012 (being the latest published audited financial statements of the Company). As at the date of this announcement, there is no accumulated amount of the Company’s guarantees provided for the benefit of its subsidiaries. As at the date of this announcement, there is no amount of overdue.

IMPLICATIONS UNDER THE LISTING RULES

CS Petroleum is an indirect non-wholly owned subsidiary of China Shipping, the controlling shareholder of the Company and therefore CS Petroleum is a connected person of the Company. Accordingly, the External Guarantee constitutes a connected transaction of the Company. As the External Guarantee provided to CS Petroleum is on normal commercial terms, in proportion to the Company’s equity interest in CS Petroleum and on a several basis, the External Guarantee is exempted from the reporting, announcement and independent shareholders’ approval requirements under Rule 14A.65(3) of the Listing Rules. Nevertheless, the Company is required by the applicable PRC rules and regulations to issue an announcement to disclose the External Guarantee and the External Guarantee is subject to the approval of the Shareholders at the general meeting of the Company and as such, the Company sets out above details of the External Guarantee for the information of potential investors and Shareholders.

DEFINITIONS

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

“Board” the board of Directors

“BP” British Petroleum p.l.c, a public limited company established in the United Kingdom “China Shipping” 中國海運(集團)總公司 (China Shipping (Group) Company)

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

  • “CS Petroleum” China Shipping (Singapore) Petroleum Pte. Ltd. (中國海運 (新加坡)石油有限公司), a limited liability company established in Singapore, which is a 91% non-wholly-owned subsidiary of CSCL HK with the remaining shareholders being CSD HK (as to 5%) and China Shipping Regional Holdings Sdn Bhd. (中國海運

  • (東南亞)控股有限公司) (as to 4%)

  • “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, the H shares of which are listed on the Stock Exchange, and the A Shares of which are listed on the Shanghai Stock Exchange

  • “CSCL HK” China Shipping Container Lines (Hong Kong) Co., Ltd. (中海集裝箱運輸(香港)有限公司), a limited company incorporated in Hong Kong, which is a wholly-owned subsidiary of CSCL

  • “CSD HK” China Shipping Development (Hong Kong) Marine Co., Limited 中海發展(香港)航運有限公司, a wholly-owned subsidiary of the Company

  • “Directors” directors of the Company

  • “External Guarantee” the guarantee to be provided by CSD HK for CS Petroleum to obtain a credit facility in the amount of USD1,000,000 (equivalent to approximately HK$7,760,000) and USD1,500,000 (equivalent to approximately HK$11,640,000) from SHELL and BP, respectively, pursuant to the Guarantee Letter

  • “Group” the Company and its subsidiaries

  • “Guarantee Letter(s)” the Guarantee Letters to be issued by CSD HK to SHELL and BP respectively in relation to the External Guarantee, which is expected to be issued once the External Guarantee has been approved by the Shareholders at the Company’s general meeting

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“HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” Hong Kong Special Administrative Region of the PRC “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

  • “SHELL”

Royal Dutch Shell p.l.c, a public limited company established in the United Kingdom

  • “Singapore GAAP” generally accepted accounting principles in Singapore

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

  • “subsidiary” has the meaning ascribed thereto under the Listing Rules “USD” United States dollar, the lawful currency of the United States of America

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

Shanghai, the People’s Republic of China

26 April 2013

The exchange rate adopted in this announcement for illustration purpose only is USD1.00 = HK$7.76. Such conversion should not be construed as a representation that the currency could actually be converted into HK$ 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. Ding Nong 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.

* For identification purposes only.

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