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Dida Inc. — Capital/Financing Update 2014
Jun 10, 2014
50671_rns_2014-06-10_77fa9cdd-644b-4652-b506-b1174463b647.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)
Proposal on Downward Adjustment to the Conversion Price of the Convertible Bonds
This announcement is made by China Shipping Development Company Limited (the “ Company ”) pursuant to the Inside Information Provisions (as defined in the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09 of the Listing Rules.
Reference is made to the Company’s announcement dated 31 January 2011, circular dated 16 February 2011 and overseas regulatory announcement dated 1 August 2011 in respect of the Company’s issue of convertible bonds in the aggregate amount of RMB3.95 billion in PRC. Unless otherwise defined herein, capitalized terms used herein shall have the same meaning as those defined in the aforesaid circular.
With the approval of the Shanghai Stock Exchange (Shangzhengfazi [2011] No.32), the Convertible Bonds have been listed on the Shanghai Stock Exchange since 12 August 2011. Pursuant to the relevant provisions in the Prospectus of Public Offering of Convertible Bonds of China Shipping Development Company Limited (the “ Prospectus ”), during the term of the Convertible Bonds, if the closing price of the Company’s A shares is lower than 90% of the prevailing conversion price in any 10 trading days out of any 30 consecutive trading days, the board of directors (the “ Board ”) of the Company may bring forth a proposal on downward adjustment to the conversion price of the Convertible Bonds for the Shareholders to consider and seek their approval at a general meeting. Such proposal is subject to the approval by two-thirds of the participating Shareholders with voting rights at such Shareholders’ meeting. Shareholders who hold the Convertible Bonds shall abstain from voting. The adjusted conversion price shall be no less than (1) the average trading price of the Company’s A shares for the 20 trading days prior to the Shareholders’ meeting,
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(2) the average trading price of the A shares of the Company on the trading day immediately before the Shareholder’s meeting, (3) the net asset value per share of the Company based on the latest audited financial statement, as well as (4) the nominal value per share of the Company.
As at the date of this announcement, the closing price of the Company’s A shares had been lower than 90% of the prevailing conversion price for 10 trading days out of the previous 30 consecutive trading days and as such, the condition for downward adjustment to the conversion price of the Convertible Bonds has been satisfied.
Given the downward adjustment to the conversion price of the Convertible Bonds will accelerate the conversion of the Convertible Bonds into the A shares of the Company, improve the Group’s debt to asset ratio, optimize the capital structure and reducing its financing costs, at the Board meeting held on 10 June 2014, the Board reviewed and approved the proposal to downward adjust the conversion price of the Convertible Bonds in accordance with the relevant provisions in the Prospectus. The proposal will be submitted to the Shareholders for final approval at a general meeting. The adjusted conversion price of the Convertible Bonds is proposed to be the highest of (1) the average trading price of the Company’s A shares for the 20 trading days immediately prior to the Shareholders’ meeting, (2) the average trading price of the A shares of the Company on the trading day immediately before the Shareholder’s meeting, (3) the net asset value per share of the Company based on the latest audited financial statement, as well as (4) the nominal value per share of the Company. If the prevailing conversion price is lower than any of the aforesaid indicators on the date of general meeting held for the consideration of this proposal, no adjustment will be required.
A separate notice convening the extraordinary general meeting for the consideration of the proposal on downward adjustment to the conversion price of the Convertible Bonds will be issued by the Company in due course in accordance with its articles of association and the relevant listing rules of the places where the shares of the Company are listed.
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Shareholders and potential investors should exercise caution when dealing in the securities of the Company.
By order of the Board China Shipping Development Company Limited Yao Qiaohong
Company Secretary
Shanghai, the People’s Republic of China 10 June 2014
As at the date of this announcement, the Board of Directors of the Company comprises Mr. Xu Lirong, Mr. Zhang Guofa, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Liu Xihan, Mr. Yu Zenggang, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Zhang Jun, Mr. Wang Wusheng, Mr. Lin Junlai, Mr. Ruan Yongping and Mr. Ip Sing Chi as independent non-executive Directors.
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