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.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code : 03382)
VOLUNTARY ANNOUNCEMENT
IN RELATION TO THE EQUITY TRANSFER IN TIANJIN ORIENT
This is a voluntary announcement made by the Company in relation to the Equity Transfer in Tianjin Orient.
The Board is pleased to announce that on 10 June 2019, Tianjin Port Co, a non-wholly owned subsidiary of the Group (as one of the Transferees), entered into the Equity Transfer Agreement with, inter alia, the Transferor for the Equity Transfer. Pursuant to the Equity Transfer Agreement, Tianjin Port Co agreed to acquire 24.5% of the equity interest in Tianjin Orient at a consideration of RMB102,915,357.23.
It is expected that following the Completion, the Group will hold 75.5% of the equity interest in Tianjin Orient, and Tianjin Orient will continue to be a subsidiary of the Group.
Shareholders and/or potential investors of the Company should note that the Equity Transfer is subject to the fulfilment of certain conditions precedent under the Equity Transfer Agreement, and it may or may not proceed. Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
EQUITY TRANSFER AGREEMENT
Date | ||
10 June 2019 | ||
Parties | ||
Transferor | : DP World New World | |
Transferees | : (1) | Tianjin Port Co |
(2) | COSCO Ports |
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To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, DP World New World, COSCO Ports and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).
Consideration
The consideration for the Target Equity is RMB205,830,714.46 and the Transferees shall acquire the Target Equity in accordance with the proportion and consideration set out as follows:
Proportion for | Consideration for | ||
acquisition of | acquisition of | ||
Transferees | equity interest | equity interest | |
Tianjin Port Co | 24.5% | RMB102,915,357.23 | |
COSCO Ports | 24.5% | RMB102,915,357.23 | |
Total | 49.0% | RMB205,830,714.46 |
The above consideration was arrived at after arm's length negotiations between the parties to the Equity Transfer Agreement with reference to the appraised value determined by the independent valuer. Tianjin Zhonglian Assets Appraisal Co., Ltd. adopted the asset-based approach for the valuation of the entire shareholders' equity in Tianjin Orient as at the Valuation Reference Date, and the appraised value was RMB420,062,682.59.
Arrangements during the Transitional Period
The Distributed Dividend during the Transitional Period shall be enjoyed by the Transferor and Tianjin Port Co in proportion to their respective shareholding prior to the Equity Transfer. The Distributed Dividend enjoyed by the Transferor in accordance with its shareholding proportion shall be deducted from the consideration of the Target Equity accordingly.
The net profit recorded in the Transitional Period shall be enjoyed by the Transferor and Tianjin Port Co in proportion to their respective shareholding prior to the Equity Transfer. The net profit for the Transitional Period enjoyed by the Transferor in accordance with its shareholding proportion shall be paid by each Transferee to the Transferor in accordance with their respective proportion of equity interest acquisition.
Payment
Within 18 business days after the Completion Date, each Transferee shall, in accordance with its proportion of equity interest acquisition, pay to the Transferor the consideration for the Target Equity (after the deduction of the Distributed Dividend enjoyed by the Transferor in accordance with its shareholding proportion).
After the Completion, the parties to the Equity Transfer Agreement shall jointly entrust an audit firm to conduct a special audit on the net profit of Tianjin Orient for the Transitional Period. Within 18 business days after the date of issuance of the special audit report, each Transferee shall, in accordance with its proportion of equity interest acquisition, pay to the Transferor the net profit for the Transitional Period enjoyed by the Transferor in accordance with its shareholding proportion.
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If payment cannot be made by Tianjin Port Co within the above time limit due to reasons ascribed to the competent authorities (including but not limited to the tax authorities and foreign exchange authorities), the payment period could be extended through negotiation and agreement of the Transferor and Tianjin Port Co, and the extended period shall not be longer than 30 business days.
The payment to be made by Tianjin Port Co in accordance with its proportion of equity interest acquisition will be funded by its internal resources.
Conditions precedent
The implementation of the Equity Transfer is conditional upon the fulfilment of the following conditions precedent (save for the conditions precedent explicitly waived by the parties to the Equity Transfer Agreement in writing to the extent permitted by applicable laws):
- Consents and approvals of Tianjin Orient and the parties to the Equity Transfer Agreement required for the Equity Transfer having been obtained:
- the resolutions approving the Equity Transfer and authorising the execution of relevant legal documents having been adopted by the board of directors of Tianjin Orient;
- the resolutions or decisions approving the Equity Transfer and authorising the execution of the Equity Transfer Agreement and other relevant legal documents having been adopted by the internal competent authorities of the parties to the Equity Transfer Agreement through due process.
- The approvals, consents, registrations, record-filings and notifications required by the applicable laws to be obtained prior to the Completion, having been obtained;
- The representations and warranties made by the Transferor and the Transferees in the Equity Transfer Agreement being true, accurate and complete in all aspects;
- The Transferor and the Transferees having performed and complied with the provisions and obligations required to be performed or complied with prior to the implementation of the Equity Transfer under the Equity Transfer Agreement and other legal documents related to the Equity Transfer (if any) in all aspects; and
- Tianjin Orient having actually paid the Distributed Dividend to the Transferor and Tianjin Port Co according to the arrangements as determined by the resolutions adopted by its board of directors.
Priority for acquisition
If COSCO Ports indicates either expressly or by action that it will not acquire the relevant Target Equity pursuant to the Equity Transfer Agreement, without prejudice to the Transferor's other rights under the Equity Transfer Agreement, Tianjin Port Co shall acquire such Target Equity and pay the corresponding consideration to the Transferor on the terms and condition of the Equity Transfer Agreement. Accordingly, if COSCO Ports does not acquire any of the Target Equity under the Equity Transfer Agreement, Tianjin Port Co will at most be able to acquire all the Target Equity, which represents 49% equity interest in Tianjin Orient.
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Termination
- The Equity Transfer Agreement shall be amended or early terminated by written consent of all the parties to the Equity Transfer Agreement. If one party materially breaches the Equity Transfer Agreement which results in the frustration of the purpose of the Equity Transfer Agreement, the other parties shall be entitled to terminate the Equity Transfer Agreement by sending written notice to that party.
- If the Completion does not take place by the Long Stop Date, the parties to the Equity Transfer Agreement shall consult amicably; if the parties to the Equity Transfer Agreement fail to reach consensus within 30 days after the Long Stop Date, each of the non-defaulting parties to the Equity Transfer Agreement shall have the right to terminate the Equity Transfer Agreement by written notice to the other parties from the next day after the expiration of the said 30 days period.
CHANGE IN SHAREHOLDING STRUCTURE OF TIANJIN ORIENT
The shareholding structure of Tianjin Orient as at the date of this announcement and following the Completion (assuming each Transferee will acquire the relevant Target Equity under the Equity Transfer Agreement) is as follows:
As at the | ||||
date of this | Following the | |||
announcement | Completion | |||
Tianjin Port Co | 51% | 75.5% | ||
DP World New World | 49% | 0% | ||
COSCO Ports | 0% | 24.5% | ||
Total | 100% | 100% |
INFORMATION OF TIANJIN ORIENT
Tianjin Orient is a limited company incorporated in the PRC with a registered capital of USD29,200,000 and is principally engaged in container handling and other port ancillary services.
According to the audited financial statements of Tianjin Orient prepared under the Chinese Accounting Standards, the audited net asset value of Tianjin Orient as at 31 December 2018 was approximately RMB391,900,000 and its audited net profit before tax and after tax for the years ended 31 December 2017 and 31 December 2018 are set out below:
Year ended 31 December | ||
2018 | 2017 | |
RMB million | RMB million | |
Net profit before tax | 92.04 | 81.55 |
Net profit after tax | 68.99 | 61.15 |
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INFORMATION OF THE GROUP
The Group is principally engaged in containerised and non-containerised cargo handling services, sales and other port ancillary services at the port of Tianjin in the PRC, primarily through its subsidiaries and associated companies.
Tianjin Port Co is principally engaged in containerised and non-containerised cargo handling services, sales and other port ancillary services at the port of Tianjin in the PRC, primarily through its subsidiaries and associated companies.
REASONS FOR AND BENEFITS OF THE EQUITY TRANSFER
It is expected that following the Completion, the Group will hold 75.5% equity interest in Tianjin Orient, and Tianjin Orient will continue to be a subsidiary of the Group. The acquisition of the equity interest in Tianjin Orient is beneficial to the Group for realising the leapfrog development in its container handling business, deepening the cooperation between ports and maritime enterprises and promoting development with enhanced quality and efficiency, hence bringing positive effects to the development of the Group's container handling business.
LISTING RULES IMPLICATIONS
As the applicable percentage ratios (as defined in the Listing Rules) in respect of the Equity Transfer are less than 5%, the Equity Transfer does not constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules. This announcement is made by the Company on a voluntary basis.
The Directors are of the view that the Equity Transfer Agreement and the transactions contemplated thereunder have been entered into on normal commercial terms, and the terms are fair and reasonable and the Equity Transfer is in the interests of the Company and the shareholders of the Company as a whole.
Shareholders and/or potential investors of the Company should note that the Equity Transfer is subject to the fulfilment of certain conditions precedent under the Equity Transfer Agreement, and it may or may not proceed. Shareholders and/or potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
DEFINITIONS
In this announcement, unless the context requires otherwise, the following terms shall have the following meanings:
"Board" | the board of Directors; |
"Company" | Tianjin Port Development Holdings Limited, a limited |
company incorporated in the Cayman Islands and the shares | |
of which are listed on the Main Board of the Stock Exchange | |
(Stock code: 03382); |
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Tianjin Port Development Holdings Ltd. published this content on 10 June 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 10 June 2019 12:27:03 UTC