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Dida Inc. — Capital/Financing Update 2016
May 10, 2016
50671_rns_2016-05-10_2e508fc3-2f03-40ef-b017-e785703bf430.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)
ANNOUNCEMENT
COMPLETION OF THE FILING FOR THE VALUATION ON THE TARGET COMPANIES
We refer to the announcements of China Shipping Development Company Limited (the “ Company ”) dated 11 December 2015 and 29 March 2016 and the circular of the Company dated 22 April 2016 (the “ Circular ”). Unless otherwise defined, terms used in this announcement shall have the same meanings as those defined in the Circular.
The Company is pleased to announce that, the filing for the Valuation Reports on Dalian Ocean and CS Bulk have been completed according to the relevant PRC laws. Based on opinions on the valuation filing, the Valuation Reports and the audit reports of the Target Companies have been adjusted accordingly (the “ Adjustment ”). On 10 May 2016, the Board considered and approved the Adjustment. The Adjustment is considered immaterial in the context of the Proposed Transactions contemplated.
Adjustment to the Appraised Values and Consideration
Based on opinions on the valuation filing, the Appraised Values of Target Companies have been adjusted as below:
| Adjustment | |||
|---|---|---|---|
| Subject of | Initial Appraised | Adjusted Appraised | Ratio |
| Valuation | Value | Value | (in percentage) |
| Dalian Ocean | RMB6,628.4552 million | RMB6,629.4088 million | 0.01% |
| CS Bulk | RMB5,392.2216 million | RMB5,332.3858 million | 1.11% |
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The adjustment to the Appraised Value of Dalian Ocean is mainly due to that relevant parameters used for valuation have been adjusted based on the data as at the Reference Date published by comparable listed companies.
The adjustment to the Appraised Value of CS Bulk is mainly due to that the profit forecast of CS Bulk and some of its subsidiaries and affiliated companies for 2016 has been adjusted based on the 2016 budget of these companies, and that relevant parameters used for valuation have been adjusted based on the data as at the Reference Date published by comparable listed companies.
Pursuant to the Asset Transfer Agreement, the parties have agreed that the Consideration shall be adjusted based on the adjusted Appraised Values. Accordingly, the Dalian Ocean Consideration and the CS Bulk Consideration were adjusted from RMB6,628,455,200 and RMB5,392,221,600 to RMB6,629,408,800 and RMB5,332,385,800, respectively, representing an adjustment ratio of 0.01% and 1.11%, respectively.
Adjustment to the Audited Financial Figures of CS Bulk
The audited financial figures of CS Bulk was adjusted accordingly mainly based on the adjustment to the Valuation Reports. Among other things, the consolidated net assets of CS Bulk as at 31 December 2015 was adjusted from RMB5,368.35 million [Note] to RMB5,371.20 million, representing an adjustment ratio of 0.05%. The equity attributable to owners of CS Bulk as at 31 December 2015 was adjusted from RMB4,327.44 million to RMB4,330.29 million, representing an adjustment ratio of 0.07%. For the year ended 31 December 2015, the restated audited consolidated net profits (before and after tax) prepared in accordance with the PRC GAAP were adjusted as below:
| Adjustment | |||
|---|---|---|---|
| ratio (in | |||
| Before adjustment | After adjustment | percentage) | |
| Consolidated net | RMB (1,512.42) million | RMB (1,505.27) million | 0.47% |
| profits / (losses) | |||
| before tax | |||
| Consolidated net | RMB (1,473.61) million | RMB (1,470.75) million | 0.19% |
| profits / (losses) | |||
| after tax |
Note: The Company would like to clarify certain typographic errors made on Page 18 of the announcement of the Company dated 29 March 2016 and Page 19 of the Circular (the relevant amendments have been underlined for ease of reference), that the consolidated net assets of CS Bulk before the Adjustment as at 31 December 2015 should be RMB5,368.35 million, instead of RMB4,949.19 million.
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Based on the adjustment to the aforesaid Appraised Values and the audited financial figures, the accrued gains of CS Development expected to arise from the CS Bulk Disposal will decrease from RMB821.64 million to RMB761.73 million, representing an adjustment ratio of 7.29%.
Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Qiu Guoxuan, all being executive Directors of the Company, have abstained from voting on the Board resolution approving the Adjustment due to potential conflict of interests.
Save as mentined above, all other information disclosed in the Circular remains true and accurate.
By order of the Board China Shipping Development Company Limited Yao Qiaohong Company Secretary
Shanghai, the People’s Republic of China 10 May 2016
As at the date of this announcement, the board of directors of the Company comprises Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Ding Nong, Mr. Yu Zenggang, Mr. Yang Jigui, Mr. Han Jun and Mr. Qiu Guoxuan as executive Directors, Mr. Wang Wusheng, Mr. Ruan Yongping, Mr. Ip Sing Chi, Mr. Rui Meng and Mr. Teo Siong Seng as independent non-executive Directors.
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