Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Dida Inc. Capital/Financing Update 2014

Jan 29, 2014

50671_rns_2014-01-29_634b0fe3-cf00-4d33-9c22-84bec7021272.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

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.

==> picture [65 x 48] intentionally omitted <==

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)

PROVISION OF GUARANTEE TO A SUBSIDIARY

The Board announces that the Company will issue Guarantee Letter(s) for the benefit of CSD HK, a direct wholly-owned subsidiary of the Company, to guarantee its repayment obligations for offshore bank loans. The aggregate financial commitment of the Company under the Guarantee is expected to be not more than US$500,000,000 (equivalent to approximately HK$3.88 billion) and such Guarantee is subject to the approval by the Shareholders at the EGM.

As at the date of this announcement, as CSD HK has aggregate liabilities representing more than 70% of its total assets, and the total amount of guarantee to be provided by the Company constitutes 10% or more of the Company’s consolidated net assets as at 31 December 2012 (being the latest published audited financial statements of the Company), the Company is required by the applicable PRC rules and regulations to issue an announcement on the Guarantee and seek the approval of its Shareholders at the general meeting of the Company. The notice of EGM to be convened to approve, amongst other things, the Guarantee, will be sent to the Shareholders in due course.

INTRODUCTION

The Board announces that the Company, will issue Guarantee Letter(s) for the benefit of CSD HK, a direct wholly-owned subsidiary of the Company, to guarantee its repayment obligations for offshore bank loans. The aggregate financial commitment of the Company under the Guarantee is expected to be not more than US$500,000,000 (equivalent to approximately HK$3.88 billion) and such Guarantee is subject to the approval by the Shareholders at the EGM.

— 1 —

I. SUMMARY OF THE GUARANTEE

Pursuant to the resolution passed at the second meeting of the Board in 2014, the Board agreed that the Company provides a guarantee for the benefit of CSD HK in the aggregate amount of not more than US$500,000,000 (equivalent to approximately HK$3.88 billion).

This Guarantee shall be subject to the approval by the Shareholders at the EGM and shall be valid for one year from the date of the Shareholders’ approval. Individual Guarantee Letters will be issued by the Company in respect of each loan and their respective issuance will be subject to further Board approvals.

II. INFORMATION ON CSD HK

CSD HK is a direct wholly-owned subsidiary of the Company.

The principal business of CSD HK is international oil and bulk cargo transportation and the management of the Company’s assets in Hong Kong.

III. REASONS FOR THE GUARANTEE

In view of the Group’s increasing demand for offshore funding, the Board is of the view that the Guarantee will allow the Group to secure more offshore funding and maintain relatively lower financing costs. Having considered CSD HK’s access to funds outside the PRC, and that the Company’s provision of the Guarantee will have no material adverse impact on the Company’s financial position as a whole, the Directors are of the view that the terms of the Guarantee are fair and reasonable and are in the interests of the Company and its shareholders as a whole. As such, the Board agreed that the Company provides the Guarantee for the benefit of CSD HK.

IV. THE ACCUMULATED AMOUNT OF EXTERNAL GUARANTEES

As at the date of this announcement, the accumulated amount of external guarantees provided by the Group was approximately US$8,200,000 (equivalent to approximately HK$63,632,000). Such accumulated guarantees represent approximately 0.2% of the Company’s consolidated net assets as at 31 December 2012 (being the latest published audited financial statements of the Company). As at the date of this announcement, the Company does not have any outstanding guarantee to support its subsidiaries obtaining bank loans.

— 2 —

As at the date of this announcement, as CSD HK has aggregate liabilities representing more than 70% of its total assets, and the total amount of guarantee to be provided by the Company constitutes 10% or more of the Company’s consolidated net assets as at 31 December 2012 (being the latest published audited financial statements of the Company), the Company is required by the applicable PRC rules and regulations to issue an announcement on the Guarantee and seek the approval of its Shareholders at the general meeting of the Company. The notice of EGM to be convened to approve, amongst other things, the Guarantee will be sent to the Shareholders in due course.

DEFINITIONS

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

  • “Board”

the board of Directors

  • “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 on the Shanghai Stock Exchange

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

  • “Directors” directors of the Company

  • “EGM” the upcoming extraordinary general meeting of the Company

  • “Group” the Company and its subsidiaries

  • “Guarantee” the guarantee of not more than US$500,000,000 to be provided by the Company within one year from the date of the shareholders’ approval at EGM to CSD HK in respect of its repayment obligations for offshore bank loans

  • “Guarantee Letter(s)” the individual guarantee letter(s) to be issued by the Company to support CSD HK obtaining offshore bank loans

  • “HK$” Hong Kong dollar, the lawful currency of Hong Kong

— 3 —

“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

  • “Stock Exchange”

The Stock Exchange of Hong Kong Limited

  • “subsidiary”

  • has the meaning ascribed thereto under the Listing Rules

“US$” 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 29 January 2014

The exchange rate adopted in this announcement for illustration purpose only is US$1.00 = 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. Xu Lirong, Mr. Zhang Guofa, Mr. Wang Daxiong, Ms. Su Min, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, and Mr. Zhang Jun, Mr. Lu Wenbin, Mr. Wang Wusheng and Mr. Lin Junlai as independent non-executive Directors.

— 4 —