ADJUSTED VALUATION OF COSCO BULK, CERTAIN ONSHORE AGENCY COMPANIES AND CSPD

Transcription

1 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. China COSCO Holdings Company Limited* (a joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock code : 1919) MAJOR AND CONNECTED TRANSACTIONS (1) DISPOSAL OF ALL THE EQUITY INTEREST IN CHINA COSCO BULK SHIPPING (GROUP) COMPANY LIMITED (2) ACQUISITION OF EQUITY INTERESTS IN AGENCY COMPANIES (3) DISPOSAL OF ALL THE ISSUED SHARES OF FLORENS CONTAINER HOLDINGS LIMITED (4) ACQUISITION OF ALL THE ISSUED SHARES OF CHINA SHIPPING PORTS DEVELOPMENT CO., LIMITED CONTINUING CONNECTED TRANSACTIONS LEASING TRANSACTIONS ADJUSTED VALUATION OF COSCO BULK, CERTAIN ONSHORE AGENCY COMPANIES AND CSPD Reference is made to the announcement of China COSCO Holdings Company Limited (the Company ) dated 11 December 2015 and the circular of the Company dated 31 December 2015 (the Circular ) in relation to, among other things, the Dry Bulk Disposal, the Agency Companies Acquisitions, the Florens Disposal and the Terminal Acquisition. Unless the context requires otherwise, capitalized terms used herein shall have the same meanings as those defined in the Circular. On 27 January 2016, the Company was informed that pursuant to applicable PRC laws (i) SASAC has completed the review of the valuation of COSCO Bulk, the Agency Companies (except CS Agency) and CSPD; (ii) COSCO has completed the review of the valuation of FCHL; and (iii) China Shipping has completed the review of the valuation of CS Agency (together with COSCO Bulk, the Agency Companies, CSPD and FCHL, the Target Companies and each, a Target Company ). 1

2 According to SASAC, the valuation of certain Target Companies, namely (i) COSCO Bulk, (ii) nine Onshore Agency Companies, namely CSCL Dalian, CSCL Yingkou, CSCL Shanghai, CSCL Xiamen, CSCL Dalian Data, Shanghai Puhai, Dalian Vanguard, Jinzhou Port and Angang Vehicle; and (iii) CSPD, shall be adjusted as follows (the Adjustments ): Name of Target Company Initial Adjusted Change of value (1) value (1) value (1) () () () Approximate percentage of changed value COSCO Bulk 6,768, ,669, , % Onshore Agency Company (1) CSCL Dalian 36, , % (2) CSCL Yingkou 20, , % (3) CSCL Shanghai 147, , % (4) CSCL Xiamen 23, , % (5) CSCL Dalian Data 4, , % (6) Shanghai Puhai 367, , % (7) Dalian Vanguard 104, , % (8) Jinzhou Port 5, , % (9) Angang Vehicle 349, , , % CSPD 7,632, ,625, , % Note: (1) The value set out in the table above has not taken into account the percentage of equity to be by the Group under the Onshore Agency SPAs. The primary reasons for the Adjustments are as follows: (i) in the case of COSCO Bulk, adjustments were made to allocation of certain liabilities and treatment of property defects; (ii) in the case of the Onshore Agency Companies, adjustments were made to the valuation of certain automobiles, office software, buildings and comparison cases used in the valuation of certain vessels and properties based on the market approach; and (iii) in the case of CSPD, adjustments were made to the valuation of certain land properties. Save as disclosed above, the valuation in relation to the Target Companies as stated in the Circular remain unchanged. 2

3 ADJUSTMENT OF CONSIDERATION TO THE TRANSACTION AGREEMENTS As provided in the relevant Transaction Agreement, the initial consideration thereunder will be subject to the adjustment to the valuation under the filing procedures or the parties thereto will agree on the adjustment to the consideration that may be necessary in relation to such change or adjustment to the valuation. To reflect the Adjustments, on 27 January 2016, the consideration under each of the COSCO Bulk SPA, the Onshore Agency SPAs and the CSPD SPA has been adjusted as follows, subject to the declaration and payment of dividend of an amount no greater than the amount of the retained earnings of the respective Target Companies as at 30 September 2015 and other adjustments as disclosed in the Circular: (i) the initial consideration of RMB6, million as provided in the COSCO Bulk SPA was adjusted to RMB6, million, representing a decrease of approximately 1.45%; and (ii) the aggregate initial consideration of approximately RMB million as provided in the Onshore Agency SPAs was adjusted to approximately RMB million, representing a decrease of approximately 0.34%. Details of the consideration for each of the relevant Onshore Agency Companies after the Adjustments are as follows: The Onshore Agency SPAs in respect of 28 Onshore Agency Companies No. 1. CSCL Dalian 100% 36, , CSCL Tianjin 100% 36, , CSCL Qingdao 100% 20, , CSCL Shanghai 100% 147, , CSCL Xiamen 100% 23, , CSCL Guangzhou 100% 27, , CSCL Shenzhen 100% 38, , CSCL Hainan 100% 23, , CSCL Yingkou 10% 2, , CSCL Qinhuangdao 10% CSCL Lianyungang 10% CSCL Longkou 10% CSCL Zhejiang 45% 10, , CSCL Jiangsu 45% 3, ,

4 No. 15. CSCL Quanzhou 10% CSCL Fuzhou 10% CSCL Shantou 10% 1, , CSCL Zhongshan 10% CSCL Fangchenggang 10% 1, , CSCL Zhanjiang 10% CSCL Jiangmen 10% CSCL Dongguan 10% CS Refrigeration 100% 19, , CSCL Dalian Data 100% 4, , Shanghai Puhai 98.2% 361, , Dalian Vanguard 50% 51, , Jinzhou Port 45% 2, , Angang Vehicle 20.07% 73, ,101.4 The Onshore Agency SPAs in respect of two Onshore Agency Companies No. 29. CSCL Agency Shenzhen 30. Universal Logistics Shenzhen 100% 15, , % 9, ,051.6 Note: (1) The consideration of nine Onshore Agency Companies, namely CSCL Dalian, CSCL Yingkou, CSCL Shanghai, CSCL Xiamen, CSCL Dalian Data, Shanghai Puhai, Dalian Vanguard, Jinzhou Port and Angang Vehicle, under the relevant Onshoare Agency SPA, has been adjusted. (iii) The initial consideration of RMB7,632,455,300 as provided in the CSPD SPA was adjusted to RMB7,625,152,000 pursuant to the supplemental agreement to the CSPD SPA entered into among CSCL, CS Hong Kong and COSCO Pacific, representing a decrease of approximately 0.10%. 4

5 Save as disclosed above, all other provisions in each of the COSCO Bulk SPA, the Agency Companies SPAs, the CSPD SPA and the FCHL SPA remain unchanged and in full force and effect. Beijing, the People s Republic of China 27 January 2016 By Order of the Board China COSCO Holdings Company Limited Guo Huawei Company Secretary As at the date of this announcement, the directors of the Company are Mr. WAN Min 2 (Chairman), Mr. LI Yunpeng 1 (Vice Chairman), Ms. SUN Yueying 2, Mr. SUN Jiakang 1, Mr. YE Weilong 1, Mr. WANG Yuhang 2, Dr. FAN HSU Lai Tai, Rita 3, Mr. KWONG Che Keung, Gordon 3, Mr. Peter Guy BOWIE 3 and Mr. YANG, Liang Yee Philip 3. 1 Executive director 2 Non-executive director 3 Independent non-executive director * For identification purpose only 5