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Dida Inc. Capital/Financing Update 2017

Dec 15, 2017

50671_rns_2017-12-15_11ec9ea6-3758-4ba7-9698-2c494701bb06.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 document, 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 document.

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COSCO SHIPPING ENERGY TRANSPORTATION CO., LTD.* 中遠海運能源運輸股份有限公司

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1138)

DISCLOSEABLE TRANSACTION CONSTRUCTION OF NEW VESSELS

On 15 December 2017, the Company entered into the Agreements with the Vendors for the construction of the Tankers. The total consideration for the construction of the Tankers is RMB 2,137,514,400 (equivalent to approximately HK$2,525,180,040).

The entering into of the Agreements constitutes a discloseable transaction of the Company under the Listing Rules as certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions exceed 5% but are all less than 25%.

The Agreements

On 15 December 2017, the Company entered into the Agreements with the Vendors for the construction of the Tankers. The total consideration for the construction of the Tankers is RMB 2,137,514,400 (equivalent to approximately HK$2,525,180,040). The consideration is determined by reference to the market price of crude oil tankers ranging in sizes from 60,000 to 70,000 dead weight tons and 100,000 to 120,000 dead weight tons respectively during the past 6 months.

There are no other transactions in the past 12 months which require aggregation under the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendors and their respective ultimate beneficial owners are independent third parties not connected with the Company and its connected persons (as defined in the Listing Rules).

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The Directors consider that the terms of the Agreements are determined on an arm’s length basis, and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Terms of the Agreements

The prices of the Tankers will be payable in RMB in cash. Relevant payments under each of the Agreements will be payable in 5 instalments at various stages of the construction of the relevant Tankers, in the proportion of 5%, 10%, 10%, 10% and 65% of the aggregate price of the relevant Tankers.

Tankers A

The expected delivery dates for each of the Tankers A are on or before 29 February 2020 and 31 May 2020, respectively.

The Agreements in respect of the Tankers A provide that there will be no adjustment in their price if the delivery is delayed for a period not exceeding 30 and 45 days, respectively. If the delay exceeds such period of time but does not exceed 210 and 225 days, respectively, there will be a reduction in their price determined on the basis of the extent of the delay. Such reductions in the price will be calculated based on daily reduction rates of RMB 39,000 (equivalent to approximately HK$46,073) per day, subject to a maximum aggregate amount of reductions of RMB 7,020,000 (equivalent to approximately HK$8,293,167) in respect of each of the Tankers A. Under the Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 240 and 255 days(including the delay permitted on account of force majeure events), respectively, unless the parties agree otherwise, the Company has the right to refuse to accept delivery of the relevant Tankers A in which case all payments paid under the relevant Agreement together with interests will be refunded to the Company.

Tankers B

The expected delivery dates for each of the Tankers B are on or before 31 October 2020 and 31 January 2021, respectively.

The Agreements in respect of the Tankers B provide that there will be no adjustment in their price if the delivery is delayed for a period not exceeding 30 days. If the delay exceeds such period of time but does not exceed 210 days, there will be a reduction in their price determined on the basis of the extent of the delay. Such reductions in the price will be calculated based on daily reduction rates of RMB

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70,000 (equivalent to approximately HK$82,695) per day, subject to a maximum aggregate amount of reductions of RMB 12,600,000 (equivalent to approximately HK$14,885,172) in respect of each of the relevant Tankers B. Under the Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 240 days(including the delay permitted on account of force majeure events), unless the parties agree otherwise, the Company has the right to refuse to accept delivery of the relevant Tankers B in which case all payments paid under the relevant Agreement together with interests will be refunded to the Company.

Tankers C

The expected delivery dates for each of the Tankers C are on or before 30 November 2019, 30 April 2020 and 31 August 2020, respectively.

The Agreements in respect of the Tankers C provide that there will be no adjustment in their price if the delivery is delayed for a period not exceeding 30 days. If the delay exceeds such period of time but does not exceed 210 days, there will be a reduction in their price determined on the basis of the extent of the delay. Such reductions in the price will be calculated based on daily reduction rates of RMB 70,000 (equivalent to approximately HK$82,695) per day, subject to a maximum aggregate amount of reductions of RMB 12,600,000 (equivalent to approximately HK$14,885,172) in respect of each of the relevant Tankers C. Under the Agreements, delay will be permitted on account of force majeure events.

If the delay exceeds 240 days(including the delay permitted on account of force majeure events), unless the parties agree otherwise, the Company has the right to refuse to accept delivery of the relevant Tankers C in which case all payments paid under the relevant Agreement together with interests will be refunded to the Company.

There will be other downward adjustments in price of the relevant Tankers if its performance (such as speed, fuel consumption rate, tonnage) exceeds or falls below certain agreed criteria (as the case may be). However, should the relevant performance exceed or fall below certain agreed benchmark, the Company has the right to refuse delivery of the relevant Tankers and accept a refund with interest from the Vendors, or negotiate a new price for the relevant Tankers.

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Financing Terms

The Company has announced the Proposed Non-public Issuance of A Shares and wish to pay for the Tankers with internal financial resources and funds from non-public issuance. If the Proposed Non-public Issuance of Shares does not proceed, the construction of the Tankers under the Agreements is expected to be funded by the Company’s internal resources or other means of financing including bank borrowings.

General information

The Company is a joint stock company established under the laws of the PRC with limited liability, the H shares of which are listed on the Main Board of the Hong Kong Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange. The Group is principally engaged in (a) investment holding; and/or (b) oil and LNG shipment along the PRC coast and international shipment; and/or (c) vessel chartering.

Guangzhou Shipyard International Company Limited is principally engaged in the provision of shipbuilding services.

China Shipbuilding Trading Company (International) Ltd.* is principally engaged in the trading, import, export and agency in respect of ships and shipping related technology and services.

Reasons for and benefits of entering into the Agreements

The Directors are optimistic of the demand in the import crude oil transportation market and its persistent growth in the coming years. The Directors are of the view that the construction and ownership of the Tankers will enable the Group to take advantage of the business opportunities in the shipping market, enjoy economies of scale, optimize its overall route arrangements and improve its operating efficiency and profitability.

Implications under the Listing Rules

The entering into of the Agreements constitutes a discloseable transaction of the Company under the Listing Rules as certain of the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions exceeds 5% but are all less than 25%. Accordingly, the Agreements are subject to notification and announcement requirements under Chapter 14 of the Listing Rules.

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Definitions

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

  • “Agreements” Seven agreements all dated 15 December 2017, each of which is entered into between the Vendors and the Company for the construction of the Tankers

  • “Company” COSCO SHIPPING Energy Transportation Co., Ltd. (中 遠海運能源運輸股份有限公司), a joint stock limited company established in the PRC, the H shares of which are listed on The Stock Exchange of Hong Kong Limited, and the A shares of which are listed on the Shanghai Stock Exchange

  • “Directors” directors of the Company

  • “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region of the PRC

  • “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

  • “PRC” The People’s Republic of China “RMB” Renminbi, the lawful currency of PRC “Shareholder(s)” holders of share(s) of the Company

  • “Tankers A” two crude oil carriers of 64,900 dead weight tons each “Tankers B” two refined oil / crude oil carriers of 109,900 dead weight tons each

  • “Tankers C” three crude oil carriers of 114,000 dead weight tons each

  • “Tankers” Tankers A, Tankers B and Tankers C

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“Vendors”

Guangzhou Shipyard International Company Limited (廣船國際有限公司) and China Shipbuilding Trading Company (International) Ltd.* (中船國際貿易有限公 司)

By order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong Company Secretary

Shanghai, the People’s Republic of China

15 December 2017

For the purpose of this announcement, translation of RMB into HK$ or vice versa have been calculated by using an exchange rate of HK$1.00 equal to RMB0.84648. Such exchange rate has been used, where applicable, for the purpose of illustration only and does not constitute a representation that any amounts were, may have been or will be exchanged at such rate or any other rates or at all.

As at the date of this announcement, the Board of Directors of the Company comprises Mr. Huang Xiaowen, Mr. Liu Hanbo and Mr. Lu Junshan as executive Directors, Mr. Feng Boming, Mr. Zhang Wei and Ms. Lin Honghua as non-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.

  • for identification purpose only

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