China Shipping Development Company Limited 中海發展股份有限公司
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong K ong 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. 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) OVERSEAS REGULATORY ANNOUNCEMENT This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The Announcement on “Summary of the Report on Material Assets Disposal And Acquisition And Connected Transaction (Draft)” is enclosed hereto as overseas regulatory announcement. The following is a translation of the official announcement solely for the purpose of providing information. By Order of the Board of Directors China Shipping Development Company Limited Yao Qiaohong Company Secretary Shanghai, the People’s Republic of China 29 March 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. A Share stock code: 600026 Securities referred to: CS Development Listing in: Shanghai Stock Exchange H Share stock code: 01138 Securities referred to: CS Development Listing in: The Stock Exchange of Hong Kong Limited CHINA SHIPPING DEVELOPMENT COMPANY LIMITED SUMMARY OF THE REPORT ON MATERIAL ASSETS DISPOSAL AND ACQUISITION AND CONNECTED TRANSACTION (DRAFT) Counterparty of Assets China Ocean Shipping (Group) Acquisition: Company China Ocean Shipping (Group) Company or China COSCO Bulk Shipping Counterparty of Assets Disposal: (Group) Co., Ltd., its appointed wholly-owned subsidiary Independent Financial Advisor March 2016 1 Disclaimer of the Company I, The purpose of this summary of report is solely for providing summary of this material asset organization to the public, which excluding certain contents in the full text of the Restructuring Report. The full text of combined Report will also be published on the website of the SSE (www.sse.com.cn) ; the document available for inspection will be filed to China Shipping Development Company Limited. II, The Company and its all Directors, Supervisors and senior management warrant the truthfulness, accuracy and completeness of other discloseable information in this report and issued by the Company in respect of this material asset reorganization contents of application document and that it does not contain any false information, misleading statement or material omission and accept responsibilities for any false information, misleading statement or material omission herein contained. All Directors, Supervisors and senior management warrant that if this transaction is investigated by the judiciary or an investigation is initiated by the CSRC as a result of the alleged existence of false statements, misleading representations or material omissions in the information provided or disclosed in relation to the transaction, they shall not transfer the shares of the Company in which it has interest before a clear conclusion of the investigation of the case is made (if any). III, The responsible person and the responsible person responsible for accounting of the Company and the responsible person of audit firm warrant the truthfulness and completeness of the financial and accounting information included in this Report and its summary. IV, The matters mentioned in this Report don't represent the substantive judgement, confirmation or approval of the relevant matters in respect of this material asset reorganization from the CSRC and the SSE. The effectiveness and completion of the relevant matters in respect of this material asset reorganization mentioned in this Report is subject to the approval or authorization from the relevant approval authorities. V, After the completion of transaction is completed, the Company will be responsible for the changes in the operation and revenue of the Company; investors are responsible for any investment risk caused by the transaction; in addition to the contents in this Report and its summary and the relevant documents disclosed concurrently with this Report, investors shall also cautiously consider each risk factor disclosed in this Report when they evaluate on this transaction. VI, If investors have any doubt on this report and its summary, they should consult their own stock brokers, lawyers, professional accountants and other professional consultants. 3 Disclaimer of Counterparty China Ocean Shipping (Group) Company is the counterparty of asset acquisition in this material asset reorganization, and China Ocean Shipping (Group) Company or China COSCO Bulk Shipping (Group) Company Limited, its designed wholly-owned subsidiary. China Ocean Shipping (Group) Company and China COSCO Bulk Shipping (Group) Company Limited each has issued an undertaking letter, which they will provide relevant information of The Transaction to CS Development in a timely manner pursuant to the requirement by relevant laws, regulations, rules and normative documents and the CSRC and stock exchanges, and ensure that the information provided for The Transaction is true, accurate and complete, and in the absence of misrepresentation, misleading statement or material omission, and assume (individually and collectively) legal liability for the truth, accuracy and completeness of the information provided. If the information provided contains misrepresentation, misleading statement or material omission, they will assume the relevant liability and compensate CS Development or the investors for the loss incurred;if this transaction is investigated by the judiciary or an investigation is initiated by the CSRC as a result of the alleged existence of false statements, misleading representations or material omissions in the information provided or disclosed in relation to the transaction, they shall not transfer the shares of the CS Development in which it has interest before a clear conclusion of the investigation of the case is made (if any). 4 Content CONTENT .................................................................................................................................................... 5 CHAPTER 1 DEFINITIONS ............................................................................................................... 6 CHAPTER 2 NOTES TO MATERIAL EVENTS .............................................................................. 13 CHAPTER 3 NOTES TO MATERIAL RISKS.................................................................................. 30 CHAPTER 4 THE PROPOSED TRANSACTIONS ....................................................................... - 37 - CHAPTER 5 BASIC INFORMATION OF THE ASSETS TO BE DISPOSED OF ........................ - 56 - CHAPTER 6 BASIC INFORMATION OF THE ASSET TO BE ACQUIRED ............................... - 63 - 5 Chapter 1 Definitions In this Report, unless the context otherwise requires, the following terms or abbreviations shall have the following specific meanings: I. General Definition CS Development, China Shipping Development Company Limited Company, the (former name: Shanghai Haixing Shipping Company) Company, the Listed Company China Shipping China Shipping (Group) Limited COSCO Company China Ocean Shipping (Group) Company China COSCO China COSCO Holdings Company Limited COSCO Bulk Group China COSCO Bulk Shipping (Group) Co., Ltd. CS Bulk China Shipping Bulk Carrier Co., Limited DO Company Dalian Ocean Shipping Company, the predecessor of Dalian Ocean Shipping Company Limited Dalian Ocean Dalian Ocean Shipping Company Limited Assets to be Acquired, 100% equity interests in Dalian Ocean Target Assets to be Acquired Assets to be Disposed, 100% equity interests in CS Bulk Target Assets to be Disposed of Target Assets, the Target Assets to be Acquired and the Target Assets Target of the to be Disposed of, collectively Transaction Target Company to be Dalian Ocean Acquired Target Company to be CS Bulk 6 Disposed of Target Companies refers to the Target Company to be Acquired and the Target Company to be Disposed of, collectively CS Restructuring the acquisition, directly or indirectly, of 50% equity interests in Shanghai Times, 49% equity interests in Shenhua Zhonghai, 51% equity interests in Hong Kong Hai Bao, 49% equity interests in China Ore, as well as, 100% equity interests held by CSDHK which is wholly-owned CS Development in China Shipping Bulk Carrier (Hong Kong) Wylex Co., Limited, 100% equity interests in China Shipping Bulk Carrier (Hong Kong) Co., Limited, 100% equity interests in CS Puyuan Marine Co., Limited, 100% equity interests in Pingan Shipping S.A., 100% equity interests in Xiwang Shipping S.A., 100% equity interests in Jixiang Shipping S.A., 100% equity interests in Fanhua Shipping S.A., 100% equity interests in Ronghua Shipping S.A., 100% equity interests in Shaohua Shipping S.A., 100% equity interests in Nianhua Shipping S.A., 100% equity interests in Inhua Shipping S.A., 100% equity interests in Caihua Shipping S.A., 100% equity interests in Jiahuishan Shipping S.A., 100% equity interests in Jialongshan