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Dida Inc. — Capital/Financing Update 2015
Jan 8, 2015
50671_rns_2015-01-08_383c80cb-0dc6-4947-ae34-2eb9d80329e0.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)
INSIDE INFORMATION REDEMPTION OF OUTSTANDING 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 announcements of the Company dated 31 January 2011, 6 April 2011 and 27 July 2011, and its circular dated 16 February 2011 (the “ Circular ”) in respect of its issue of A share convertible bonds in the aggregate amount of RMB3.95 billion (the “ Convertible Bonds ”). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Circular.
As set out in the circular, during the conversion period of the Convertible Bonds, in the event (amongst others) that the closing price of the A Shares in at least 15 trading days out of any 30 consecutive trading days is equal to or higher than 130% of the prevailing conversion price, the Company shall be entitled to redeem all or part of the Convertible Bonds then outstanding in accordance with the specified redemption procedures at the face value of the Convertible Bonds plus accrued interest.
As the closing price of the A Shares had been equal to or higher than 130% of the current conversion price of the Convertible Bonds (being RMB6.24 per share) for at least 15 trading days out of the 30 consecutive trading days between 26 November 2014 and 8 January 2015, the Board has on 8 January 2015 resolved to redeem all outstanding Convertible Bonds in accordance with the specified redemption procedures.
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The early redemption is expected to be carried out in February 2015, prior to which holders of Convertible Bonds may at their election convert their Convertible Bonds into A Shares. The total principal amount of Convertible Bonds outstanding as at 31 December 2014 is RMB 3,470,424,000, and based on the current conversion price of RMB6.24 per share, a full conversion of such outstanding amount would result in the increase of 556,157,692 A Shares (representing approximately 25.45% of the total issued capital of A Shares as at 31 December 2014 and 20.29% of the total issued capital of A Shares as enlarged by such conversion).
For illustrative purposes only and assuming there is no other changes in the total issued share capital of the Company since the date of 31 December 2014 until the date of early redemption, in the event all holders of Convertible Bonds convert prior to the date of early redemption, the percentage of shareholding of existing Shareholders on the date of early redemption based on the current conversion price of RMB6.24 per share is expected to be as follows:
| Number of | ||||
|---|---|---|---|---|
| Shares | ||||
| Number of | immediately | |||
| Shares as at | after | |||
| 31 December | Percentage of | conversion | Percentage of | |
| 2014 | shareholding | in full | Shareholding | |
| China Shipping (Group) | ||||
| Company | 1,436,608,100 | 41.27% | 1,730,100,568 | 42.85% |
| Other holder of A Shares | 748,797,186 | 21.51% | 1,011,462,410 | 25.05% |
| Holder of H shares | 1,296,000,000 | 37.23% | 1,296,000,000 | 32.10% |
| Total | 3,481,405,286 | 100.00% | 4,037,562,978 | 100.00% |
Shareholders and potential investors of the Company should proceed with caution when dealing in 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 8 January 2015
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. Ruan Yongping, Mr. Ip Sing Chi and Mr. Wang Guoliang as independent non-executive directors.
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