COSCO SHIPPING HOLDINGS CO., LTD. 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.
中 遠 海 運 控 股 股 份 有 限 公 司
COSCO SHIPPING Holdings Co., Ltd.*
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1919)
PROPOSED PROVISION OF GUARANTEES MANDATE
BACKGROUND
Pursuant to Circular of Regulation on the External Guarantees Provided by Listed Companies (關於規範上市公司對外擔保行為的通知) (Zheng Jian Fa [2005] No.120) issued by China
Securities Regulation Commission, external guarantees refer to the guarantees provided by a listed company to other entities, including the guarantees provided by the listed company to its subsidiaries. The Board hereby announces that as at 31 December 2020, (i) the total amount of external guarantees provided by the Group was RMB35.878 billion, representing approximately 81.70% of the latest audited net assets of the Company attributable to the Shareholders; and (ii) the total amount of guarantees provided to the subsidiaries by the Company RMB13.764 billion, representing approximately 31.34% of the latest audited net assets of the Company attributable to the Shareholders; and (iii) the Group has no overdue external guarantees.
Pursuant to the Rules Governing the Listing of Stocks on Shanghai Stock Exchange, the Articles of Association and other applicable rules and regulations, if the total amount of guarantees provided by the Group to other parties (including the companies within the Group) exceeds 50% of the latest audited net assets of the Group attributable to the Shareholders, any provision of the additional guarantees shall require approval by the Shareholders.
As the total amount of external guarantees provided by the Group as at 31 December 2020 was RMB35.878 billion, which exceeds 50% of the latest audited net assets of the Company attributable to the Shareholders, the provision of any additional guarantees by the Group requires the approval by the Shareholders.
PROPOSED PROVISION OF GUARANTEES MANDATE
To meet the needs of daily operation, investment and financing of the Group, the New Mandate will be proposed by the Board to the Shareholders at the forthcoming Annual General Meeting, pursuant to which the amount of guarantees to be provided by the Group for the borrowings of the entities to be guaranteed in proportion to the shareholding in such entities to be guaranteed from the date of the forthcoming Annual General Meeting up to the date of the annual general meeting of the Company for the year 2021 shall be no more than US$3.535 billion (or other currencies equivalent to approximately RMB23.125 billion).
1
Information in relation to the guarantors and entities to be guaranteed
The Company proposes to provide guarantees to (i) COSCO SHIPPING Lines (a wholly-owned subsidiary of the Company) and its eleven wholly-owned or non-wholly owned subsidiaries,
- Faulkner Global Holdings Limited (a wholly-owned subsidiary of the Company), (iii) five wholly-owned or non-wholly subsidiaries and invested companies of COSCO SHIPPING Ports (a non-wholly owned subsidiary of the Company), and (iv) five wholly-owned subsidiaries of OOIL (a non-wholly owned subsidiary of the Company). Details are set forth below:
Amount of the | |||
% of equity | guarantees | ||
interest held | (US$10' 000 or | ||
by the relevant | the equivalent in | ||
Guarantors | Entities to be guaranteed | guarantor | other currencies) |
The Company | Faulkner Global Holdings Limited | 100% | 10,000.00 |
The Company | COSCO SHIPPING Lines | 100% | 50,000.00 |
The Company | COSCO (Cayman) Mercury Co., Ltd | 100% | 50,000.00 |
COSCO SHIPPING Lines | COSCO (Cayman) Mercury Co., Ltd | 100% | 50,000.00 |
COSCO International Freight | COSCO SHIPPING Lines | 100% | 50,000.00 |
Co., Ltd. | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Qingdao) | 100% | 15.00 |
Co., Ltd.* (青島中遠海運集裝箱運輸 | |||
有限公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Southern | 100% | 46.00 |
China) Co., Ltd.* (華南中遠海運集裝 | |||
箱運輸有限公司) and its branches | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Dalian) Co., | 100% | 31.00 |
Ltd.* (大連中遠海運集裝箱運輸有限 | |||
公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Shanghai) | 100% | 155.00 |
Co., Ltd.* (上海中遠海運集裝箱運輸 | |||
有限公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Xiamen) | 100% | 31.00 |
Co., Ltd.* (廈門中遠海運集裝箱運輸 | |||
有限公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Tianjin) | 100% | 88.00 |
Co., Ltd.* (天津中遠海運集裝箱運輸 | |||
有限公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Ningbo) | 100% | 5.00 |
Co., Ltd.* (寧波中遠海運集裝箱運輸 | |||
有限公司) | |||
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Shaoxing) | 100% | 2.00 |
Co., Ltd.*(紹興中遠海運集裝箱運輸 | |||
有限公司) | |||
2
Amount of the | |||
% of equity | guarantees | ||
interest held | (US$10' 000 or | ||
by the relevant | the equivalent in | ||
Guarantors | Entities to be guaranteed | guarantor | other currencies) |
COSCO SHIPPING Lines | COSCO SHIPPING Lines (Wuhan) | 51% | 155.00 |
Co., Ltd.* (武漢中遠海運集裝箱運輸 | |||
有限公司 | |||
COSCO SHIPPING Lines | COSCO Wuhan Logistics Co., Ltd.* | 49% | 773.00 |
(武漢中遠物流有限公司) | |||
COSCO SHIPPING Ports | CSP Abu Dhabi Terminal L.L.C. | 40% | 3,400.00 |
COSCO SHIPPING Ports | Nantong Tonghai Port Co., Ltd.* (南通 | 51% | 6,891.69 |
通海港口有限公司) | |||
COSCO SHIPPING Ports | COSCO SHIPPING Ports Chancay | 60% | 28,200.00 |
Peru S.A. | |||
COSCO SHIPPING Ports | Xiamen COSCO Shipping Port Supply | 100% | 976.68 |
Chain Co., Ltd.* (廈門中遠海運港口 | |||
供應鏈有限公司) | |||
COSCO SHIPPING Ports | Antwerp Gateway N.V. | 20% | 2,772.00 |
OOIL | The Speed Limited | 100% | 40,000.00 |
OOIL | Containers No.1 Inc. | 100% | 20,000.00 |
OOCL (Assets) Holdings Inc. | OOCL | 100% | 15,000.00 |
OOIL and OOCL (Assets) | Newly established subsidiary of OOIL | 100% | 15,000.00 |
Holdings Inc. | |||
OOIL and OOCL (Assets) | Containers No.3 Inc. | 100% | 10,000.00 |
Holdings Inc. | |||
Total | 353,541.37 | ||
Notes:
- Among the aforementioned guarantors, COSCO SHIPPING Lines and COSCO International Freight Co., Ltd. are wholly-owned subsidiaries of the Company, COSCO SHIPPING Ports and OOIL are indirect non-wholly owned subsidiaries of the Company, and OOCL (Assets) Holdings Inc. is a wholly-owned subsidiary of OOIL.
- Among the aforementioned entities to be guaranteed, Antwerp Gateway N.V is an invested company of COSCO SHIPPING Ports, and the remaining entities are wholly-owned or non-wholly subsidiaries which were consolidated into the financial statements of the Company.
Counter Guarantee
Among the entities to be guaranteed in respect of external guarantees to be provided under the New Mandate, Antwerp Gateway N.V is a company in which COSCO SHIPPING Ports holds its 20% equity interest, and Antwerp Gateway N.V will provide a counter guarantee by way of assurance in respect of the guarantee to be provided under the New Mandate. Save as disclosed above, no counter guarantee will be provided in respect of the remaining guarantee amount.
3
Guarantee Agreements
As at the date of this announcement, no guarantee agreement has been entered into in respect of the guarantees. After the approval of the New Mandate at the Annual General Meeting, any director of the Company shall adjust the actual guarantee amount to be provided to each of the entities under the New Mandate in accordance with their actual needs and implement the New Mandate in accordance with the authorisation by the Annual General Meeting.
THE OPINIONS OF THE BOARD
The Group will provide external guarantees based on the operational needs and in proportion to the shareholding in the entities to be guaranteed, and there will be no transfer of resources or benefits. Therefore, the Board is of the view that the provision of the external guarantees under the New Mandate is in the interests of the Company and the Shareholders as a whole.
ANNUAL GENERAL MEETING
The New Mandate and the authorization of any director of the Company to adjust the actual guarantee amount to be provided to each of the entities under the New Mandate in accordance with their actual needs are subject to approval by the Shareholders at the Annual General Meeting. The Company will despatch the notice of the Annual General Meeting as soon as practicable in accordance with the requirements under the Articles of Association and the Hong Kong Listing Rules.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
"Annual General Meeting"
"Articles of Association"
"Board"
"Company"
"COSCO SHIPPING Lines"
the annual general meeting of the Company to be held on 28 May 2021
the articles of association of the Company, as amended, revised or supplemented from time to time
the board of the directors of the Company
COSCO SHIPPING Holdings Co., Ltd.* (中遠海運控股股份有限 公司), a company incorporated in the People's Republic of China, the H shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1919) and the A shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601919)
COSCO SHIPPING Lines Co., Ltd.*(中遠海運集裝箱運輸有限 公司), a company incorporated in the People's Republic of China and a subsidiary of the Company
"COSCO SHIPPING Ports" COSCO SHIPPING Ports Limited, a company incorporated in Bermuda with limited liability, whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1199) and a non-wholly owned subsidiary of the Company
4
"Group"
"Hong Kong"
"Hong Kong Listing Rules"
"New Mandate"
"OOIL"
"OOCL"
the Company and/or its subsidiaries and associates
the Hong Kong Special Administrative Region of the People's Republic of China
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
the new mandate proposed to be sought at the forthcoming Annual General Meeting to approve the provision of guarantees by the Company and its subsidiaries for the bank borrowings of the entities to be guaranteed not exceeding US$3.535 billion (or other currencies equivalent to approximately RMB23.125 billion)
Orient Overseas (International) Limited (東方海外（國際）有限 公司*), a company incorporated in Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 316) and a non-wholly owned subsidiary of the Company
Orient Overseas Container Line Limited (東方海外貨櫃航運有限 公司), a company incorporated under the laws of Hong Kong and
- wholly-ownedsubsidiary of OOIL (and therefore a non-wholly owned subsidiary of the Company)
"RMB"
"Shareholder(s)"
"US$"
Reminbi, the lawful currency of the People's Republic of China
holder(s) of the share(s) of the Company
United States dollars, the lawful currency of the United States of America
The exchange rate used for reference purpose in this announcement is US$1.00 to RMB6.5416 issued by China Foreign Exchange Trade Center on 29 March 2021
By Order of the Board
COSCO SHIPPING Holdings Co., Ltd.*
Guo Huawei
Company Secretary
Shanghai, the People's Republic of China
30 March 2021
As at the date of this announcement, the directors of the Company are Mr. XU Lirong1 (Chairman), Mr. HUANG Xiaowen1 (Vice Chairman), Mr. YANG Zhijian1, Mr. FENG Boming1, Mr. WU Dawei2, Mr. ZHOU Zhonghui2 and Mr. TEO Siong Seng2 and Prof. MA, Si Hang Frederick2.
1
2
Executive director
Independent non-executive director
- For identification purpose only
5
Attachments
- Original document
- Permalink
Disclaimer
COSCO Shipping Holdings Company Limited published this content on 30 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 March 2021 14:00:08 UTC.
