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Dida Inc. — Proxy Solicitation & Information Statement 2017
Jan 25, 2017
50671_rns_2017-01-25_0e240d0c-2380-4bc7-9cd9-8353506619f2.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt about this circular, you should consult appropriate independent advisers.
If you have sold or transferred all your shares in COSCO SHIPPING Energy Transportation Co., Ltd., you should at once hand this circular and the enclosed proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was affected for transmission to the purchaser.
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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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)
(1) PROVISION FOR LIABILITY IN RESPECT OF ESTIMATED LOSS ON LONG-TERM CHARTERING CONTRACTS
AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 3 to 8 of this circular.
A notice convening the EGM to be held at 2:00 p.m. on Thursday, 16 March 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China is set out on pages N-1 to N-3 of this circular. Whether or not you are able to attend the above meeting, please complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as practicable and in any event by not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof (i) in case of holders of H Shares, to the Company’s Hong Kong branch share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, (ii) in case of holders of A Shares, to the Office of the Secretary to the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Pudong New District, Shanghai, the People’s Republic of China. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or at any adjourned meetings should you so wish.
A reply slip in relation to attendance of the EGM is enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 24 February 2017.
* for identification purpose only
26 January 2017
CONTENT
| Page | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 2 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | N-1 |
— i —
DEFINITIONS
| “A Shares” | ordinary shares of RMB1.00 each in the share capital of the |
|---|---|
| Company which are listed on the Shanghai Stock Exchange | |
| and traded in RMB | |
| “A Shareholder(s)” | holder(s) of A Shares |
| “Board” | the board of Directors |
| “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 | |
| incorporated in the People’s Republic of China with limited | |
| liability, the H Shares of which are listed on the Hong Kong | |
| Stock Exchange | |
| “Dalian COSCO” | COSCO SHIPPING Tanker (Dalian) Co., Ltd. (大連中遠海運 |
| 油品運輸有限公司), a limited liability established in the | |
| People’s Republic of China and a wholly-owned subsidiary of | |
| the Company | |
| “Director(s)” | the director(s) of the Company |
| “EGM” | the extraordinary general meeting of the Company to be held |
| at 2:00 p.m. on Thursday, 16 March 2017 at 3rd Floor, Ocean | |
| Hotel, No. 1171 Dong Da Ming Road, Hongkou District, | |
| Shanghai, the People’s Republic of China | |
| “Group” | the Company and its subsidiaries |
| “Hong Kong Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “H Shares” | overseas listed foreign shares of RMB1.00 each in the share |
| capital of the Company which are listed on the Hong Kong | |
| Stock Exchange and traded in Hong Kong dollars | |
| “H Shareholder(s)” | holder(s) of H Shares |
| “Listing Rules” | The Rules Governing the Listing of Securities on the Hong |
| Kong Stock Exchange | |
| “RMB” | Renminbi, the lawful currency of the People’s Republic of |
| China | |
| “Share(s)” | A Shares and/or H Shares |
| “Shareholders” | holders of A Shares and/or H Shares |
| “US$” | United States Dollars, the lawful currency of the United |
| States of America | |
| “VLCC” | very large crude carrier |
— 1 —
EXPECTED TIMETABLE
Date of despatch of this circular . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 January 2017 Last day for returning the reply slips for the EGM . . . . . . . . . . . . . . . . . Friday, 24 February 2017 Latest time for lodging proxy forms for the EGM . . . . . . . . . . . . . . . . Wednesday, 15 March 2017 Closure of H Share register of members of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Tuesday, 14 February 2017 to Thursday, 16 March 2017 Time and date of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. Thursday, 16 March 2017
— 2 —
LETTER FROM THE BOARD
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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)
Executive Directors: Sun Jiakang (Chairman) Liu Hanbo Lu Junshan
Non-executive Directors: Feng Boming Zhang Wei Lin Honghua
Registered Office: Room A-1015 No. 188 Ye Sheng Road China (Shanghai) Pilot Free Trade Zone People’s Republic of China
Place of business in Hong Kong: 20/F., Alexandra House 18 Chater Road Central, Hong Kong
Independent Non-Executive Directors: Wang Wusheng Ruan Yongping Ip Sing Chi Rui Meng Teo Siong Seng
26 January 2017
To the Shareholders
Dear Sir/Madam,
(1) PROVISION FOR LIABILITY IN RESPECT OF ESTIMATED LOSS ON LONG-TERM CHARTERING CONTRACTS AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
Introduction
We refer to the announcement dated 25 January 2017 issued by the Company in relation to the proposed provision for liabilities in respect of estimated losses on chartering contracts of approximately RMB230 million in total, which are to be accounted for in the financial statements of 2016. The provision for liabilities is subject to approval by the Shareholders at the EGM.
* for identification purpose only
— 3 —
LETTER FROM THE BOARD
The purpose of this circular is to provide you with further information in relation to the proposed provision for liabilities and the notice of the EGM so that you may make informed decisions on the resolution relating to the provision for liabilities at the EGM.
I. Description of Chartering Contracts
1. VLCC Chartering Contracts
a. DS Vision and DS Venture Chartering Contract
On 28 May 2008, China Shipping Development (Hong Kong) Wytex Limited, a wholly-owned subsidiary of the Company, entered into a time charter with Dr. Peters Gmbh & Co. Emissionshaus KG in respect of two VLCCs, namely DS Vision and DS Venture, for a term of 16 years with a rental of US$53,475 per day for each vessel respectively. These two vessels were delivered in the first quarter and third quarter of 2011, respectively.
b. Hong Kong Spirit Chartering Contract
Dalian COSCO entered into a time charter with High-Q Investments Limited in respect of a VLCC, namely “Hong Kong Spirit”, for a term of 5 years (�30 days) with a rental of US$37,500 per day. This vessel was delivered on 1 June 2013.
The above three VLCCs are used primarily for the transportation of crude oil from the Middle East to the Far East (in particular, from the Middle East to the People’s Republic of China), and are expected to be self-operated in the predictable future. Of the three VLCCs, only DS Vision remains chartered out at a rental of US$41,000 per day under a chartering contract due to expire in the second half of January 2017. Once the chartering contract expires, DS Vision will also become self-operated.
— 4 —
LETTER FROM THE BOARD
2. Dry Bulk Carrier Chartering Contracts
a. Elvia Chartering Contract
Dalian COSCO entered into a time charter with Elvia Schiffahrtsgesellschaft mbH & Co. KG in respect of a bulk vessel, namely “Elvia”, for a term of “4+1+1+1” years (�60 days) with a rental of US$25,500 per day and the vessel was delivered on 30 August 2011. The vessel is used for POOL operation and provides coal transportation in Europe.
b. Piavia Chartering Contract
Dalian COSCO entered into a time charter with Piavia Schiffahrtsgesellschaft mbH & Co. KG in respect of a bulk vessel, namely “Piavia”, for a term of “4+1+1+1” years (�60 days) with a rental of US$25,500 per day and the vessel was delivered on 30 August 2011. The vessel is used for POOL operation and provides coal transportation between Australia, the People’s Republic of China, Japan and South Korea.
II. Requirements under the China Accounting Standards for Business Enterprises
According to the requirements under the “Accounting Standards for Business Enterprise No.13 — Contingencies” (企業會計準則第13號 — 或有事項), when a contract the performance of which has not been completed and becomes classified as a loss-making contract and where (i) the obligation is a present obligation of the enterprise; (ii) it is likely that an outflow of economic benefits from the enterprise will be required to settle the obligation; and (iii) amount of the obligation can be quantified reliably, then such estimated losses of the contract shall be recognised as estimated liability.
Accordingly, the Company intends to make the provision for liability in relation to the chartering contracts in respect of the above five long-term chartered vessels as loss-making contracts at the end of 2016.
III. Reasons for the Provision for Liability at the end of 2016
The price for Forward Freight Agreement (“ FFA ”) plays a guiding role in charter rates in the shipping market. In respect of the two VLCCs which are currently self-operated, the Company proposes to project the estimated losses on the relevant chartering contracts based on the FFA quoted price of similar vessels and make a provision for liability in respect of such estimated losses.
In respect of DS Vision which remains currently chartered out, the Company has estimated the charter-out prices of DS Vision as at the end of 2016 based on the FFA quoted price of similar type of vessels and the present charter-out prices of DS Vision, and proposes to provide for the liabilities as per price spread of charter-in and proposed charter-out.
In respect of the dry bulk carriers, the Company has relied on selected estimates from Norwegian shipping company Torvald Klaveness.
— 5 —
LETTER FROM THE BOARD
IV. Amount Provided for Liabilities and the Impact thereof on the Company’s Operating Results of 2016
According to the estimates of the Company, the aggregate amounts of liabilities provided for the estimated losses in respect of the chartering contracts of the three VLCCs and the two dry bulk carriers are approximately US$29,580,000 and US$770,000, respectively. The total liabilities provided for the estimated losses in respect of the chartering contracts of the above vessels are approximately US$30,350,000, which is approximately RMB230,000,000 including the losses of foreign exchange for the year 2016. Subject to the Shareholders’ approval at the EGM, the above provisions for the liabilities amounting to approximately RMB230,000,000 are to be accounted for in the Group’s profit and loss accounts in 2016, and will result in a decrease of profit of approximately RMB230,000,000 of the Group in 2016.
V. Opinions of the Board
The Board is of the view that the provision for the liabilities in the estimated losses of approximately RMB230,000,000 for the chartering contracts of the above vessels in 2016 was made by the Group on a sufficiently informed basis and in line with the Company’s assets and performance, and thus has agreed to such adoption by the Group.
VI. Opinions of Independent Non-executive Directors
The independent non-executive Directors are of the view that the provision made by the Group for the liabilities in the estimated losses of approximately RMB230,000,000 for the chartering contracts of the above vessels in 2016 is in compliance with the requirements of the “Accounting Standards for Business Enterprises” and in line with the Company’s assets and performance, and thus have agreed to such adoption by the Group.
VII. Opinions of the Supervisory Committee
The supervisory committee of the Company is of the view that the provision made by the Group for the liabilities in the estimated losses of approximately RMB230,000,000 for the chartering contracts of the above vessels in 2016 is compliant with relevant legal requirements and policies and in line with the Company’s financial position and business performance, and thus has agreed to such adoption by the Group.
VIII. Closure of Register of Members
The H Share register of the Company will be closed from Tuesday, 14 February 2017 to Thursday, 16 March 2017 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares, whose names appear on the Company’s H Share register of members on Thursday, 16 March 2017 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s H Share registrar not later than 4:30 p.m. on Monday, 13 February 2017.
— 6 —
LETTER FROM THE BOARD
The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
Shareholders who intend to attend the EGM must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 24 February 2017. Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
18th Floor, 118 Yuanshen Road Pudong New District, Shanghai the People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
IX. EGM
It is proposed that the resolution for the provision for liabilities in respect of estimated losses on chartering contracts referred to above be put the Shareholders for their consideration at the EGM. The EGM will be held at 2:00 p.m. on Thursday, 16 March 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China. A notice of the EGM is set out on pages N-1 to N-3 of this circular.
A proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the enclosed proxy form (for use at the EGM) in accordance with the instructions printed thereon as soon as possible to the Company’s Hong Kong H Share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong (in case of holders of H Shares) or the Office of the Secretary to the Board of Directors of the Company at 18th Floor, 118 Yuanshen Road, Pudong New District, Shanghai, the People’s Republic of China (in case of holders of A Shares) but in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the said proxy form will not preclude you from attending and voting in person at the EGM or at any adjourned meeting should you so wish.
A reply slip in relation to attendance of the EGM is enclosed. If you are eligible and intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon on or before Friday, 24 February 2017.
— 7 —
LETTER FROM THE BOARD
X. Recommendation
The Directors (including the independent non-executive Directors) consider that the provision for liabilities in respect of estimated losses on chartering contracts set out above to be in the interest of the Company and its Shareholders as whole, and recommend the Shareholders to approve the resolution to be proposed at the EGM.
Yours faithfully, COSCO SHIPPING Energy Transportation Co., Ltd. Sun Jiakang Chairman
— 8 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
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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)
Notice is hereby given that an extraordinary general meeting (the “EGM”) of COSCO SHIPPING Energy Transportation Co., Ltd. (the “Company”) will be held at 2:00 p.m. on Thursday, 16 March 2017 at 3rd Floor, Ocean Hotel, No. 1171 Dong Da Ming Road, Hongkou District, Shanghai, the People’s Republic of China to consider and, if thought fit, with or without modifications, pass the following resolution:
Ordinary Resolution
“1. to consider and approve the provision for liabilities in respect of estimated losses on chartering contracts of approximately RMB230,000,000 in total, which are to be accounted for in the financial statements of 2016.”
By Order of the Board COSCO SHIPPING Energy Transportation Co., Ltd. Yao Qiaohong
Company Secretary
26 January 2017 Shanghai The People’s Republic of China
Notes:
- (A) The H Share register of the Company will be closed from Tuesday, 14 February 2017 to Thursday, 16 March 2017 (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company’s H Share register of members on Thursday, 16 March 2017 are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. For the holders of H Shares, in order to be entitled to attend and vote at the EGM, their share transfer documents must be lodged with the Company’s H share registrar not later than 4:30 p.m. on Monday, 13 February 2017.
— N-1 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
- (B) The address of the share registrar (for share transfer) for the Company’s H Shares is as follows:
Hong Kong Registrars Limited Shops 1712-1716 17th Floor Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (C) Shareholders who intend to attend the EGM must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. no later than Friday, 24 February 2017.
Details of the Office of the Secretary to the Board of Directors of the Company are as follows:
18th Floor, 118 Yuanshen Road Pudong New District, Shanghai the People’s Republic of China Postal Code: 200120 Tel: 86(21) 6596 6666 Fax: 86(21) 6596 6160
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(D) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether that proxy is a shareholder or not, to attend and vote on his behalf at the EGM.
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(E) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
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(F) For holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company’s H Share registrar, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, Hong Kong, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.
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(G) Each holder of A Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (D) to (E) also apply to holders of A Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (C) above, not less than 24 hours before the time appointed for holding the EGM (or any adjournment thereof) in order for such documents to be valid.
— N-2 —
NOTICE OF EXTRAORDINARY GENERAL MEETING
-
(H) If a proxy attends the EGM on behalf of a shareholder, he should produce his identity card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a shareholder which shareholder is a legal person attends the EGM, such legal representative should produce his identity card and valid documents evidencing his capacity as such legal representative. If a shareholder which is a legal person appoints a company representative other than its legal representative to attend the EGM, such representative should produce his identity card and an authorisation instrument affixed with the seal of that shareholder (which is a legal person) and duly signed by its legal representative.
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(I) The EGM is expected to last for an hour. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
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(J) As at the date of this notice, the Board of Directors of the Company comprises Mr. Sun Jiakang, 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.
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for identification purpose only
— N-3 —