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.
(a joint stock company with limited liability incorporated in the People’s Republic of China)
（H Shares Stock Code: 00317）
PROPOSED DISPOSAL AND POSSIBLE DISCLOSEABLE TRANSACTIONS
PROPOSED DISPOSAL AND POSSIBLE CONNECTED TRANSACTIONS
PROPOSED AMENDMENTS TO THE ARTICLES OF
ASSOCIATION OF THE COMPANY
AND
PROPOSED ESTABLISHMENT OF WHOLLY-OWNED SUBSIDIARY
Proposal disposal of assets
Reference is made to the announcements of the resolutions of the Board dated 19 September
2014 and 26 September 2014. The Board approved, among other things, the disposal of
certain assets including interests in certain lands and properties and equity interests of
subsidiaries in the Board meetings held on 19 September 2014 and 26 September 2014,
respectively. As the Sale Assets constitute State-owned assets, the disposal of the Sale Assets
is required to go through the process of open tender through an approved equity exchange in
accordance with the relevant PRC laws and regulations governing the disposal of State-owned
assets. The Disposal will be carried out through SUAEE.
There will be a minimum consideration, i.e. the initial bidding price, set for each Sale Asset.
Shareholders should note that the final consideration will depend on the final bid price offered
by the successful bidder, but will in any event be no less than the minimum consideration of
the respective Sale Asset.
Listing Rules implications
As the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in
respect of disposal of interests in each of the Hunan Hengyang Shop, Hongfan Hotel and
Guangzhou Shipyard Industrial exceed 5% but less than 25%, each of such disposals, if
proceeded, will constitute a disc losable transaction of the Company and is subject to the
announcement requirement under Chapter 14A of the Listing Rules.
In addition, CSSC, the controlling shareholder of the Company, has indicated that it or its
associates intends to participate in the open bids of certain Sale Assets. As the applicable
percentage ratios of the relevant Sale Assets exceed 5% and should CSSC or its associates
finally become the successful bidder of one or more Sale Asset(s), disposal of the relevant
Sale Asset(s) to CSSC or its associates will constitute connected transaction(s) of the
Company and is/are subject to the reporting, issue of circular and Independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules.
1
Proposed amendments to the Articles of Association
In accordance with Notice in relation to the Adjustment of Classification of the Type of
Enterprise Registration(《關於劃分企業登記註冊類型的規定調整的通知》) (Guotongzi No.
[2011] 86) and Regulations on the Management of Port Operation of Port Authority (2009
No.13) (港務局2009年13號令《港口經營管理規定》), Articles 2 and 11 of the Articles of
Association shall be amended.
In addition, according to the relevant requirements, it is proposed that Article 255 of Chapter
26 shall be added to the Articles of Association as Special Provisions.
The proposed amendments to the Articles of Association are subject to the approval of the
Shareholders by way of special resolution at the EGM and completion of the registration with
the relevant government authorities in the PRC.
The proposed establishment of GS Shipping
It is proposed to establish GS Shipping in the PRC, with registered capital of
RMB1,248,000,000, by using part of the lands, buildings and structures of the Company as
capital contribution in kind. As the investment amount in GS Shipping exceeds 30% of the
net asset value of the Company for the year ended 31 December 2013, according to the
requirements in the Articles of Association, the proposed establishment of GS Shipping shall
be approved in the general meeting of the Company.
The EGM
The Company will convene the EGM to approve, among other things, the relevant Disposal
and the Possible Connected Transaction, amendments of the Articles of Association and the
establishment of GS Shipping. Given that CSSC or its associates will participate in the open
tender for certain Sale Assets, CSSC and its associates will abstain from voting on the
approval of the relevant Disposal and Possible Connected Transactions at the EGM.
It is expected that the Company will dispatch the circular to the holders of H Shares on or
before 20 October 2014, which contains, among other things, (i) further information about the
Possible Connected Transactions; (ii) details of the proposed amendments of the Articles of
Association; (iii) details of the proposed establishment of the wholly-owned subsidiary; (iv)
Independent Board Committee’s advice to the Independent Shareholders on the Possible
Connected Transactions; (v) Independent Financial Adviser’s advice to the Independent
Board Committee and the Independent Shareholders on the Possible Connected Transactions;
and (vi) notice of the EGM. Shareholders and potential investors may refer to the circular for
more details of the Possible Connected Transactions, amendments of the Articles of
Association and establishment of GS Shipping as well as the time and venue of the EGM and
the proposed resolutions.
As there may not be any successful bidder for the Disposal, the Disposal may or may not
proceed, thus Shareholders and potential investors should exercise caution when dealing
in the Shares of the Company.
1.
Background of and procedures for the Disposal
2
Reference is made to the announcements of the resolutions of the Board dated 19 September
2014 and 26 September 2014. The Board approved, among other things, the disposal of
certain assets including the interests in certain lands and properties and equity interests of
subsidiaries in the Board meetings held on 19 September 2014 and 26 September 2014. As
the Sale Assets constitute State-owned assets, the disposal of such assets is required to go
through the process of open tender through an approved equity exchange in accordance with
the relevant PRC laws and regulations governing the disposal of State-owned assets. The
Disposal will be carried out through SUAEE.
To commence the process of open tender of the Sale Assets, it is proposed for the Company
to submit the tender notice setting out, amongst other things, (i) the minimum consideration,
i.e. the initial bidding price, of the Sale Assets; (ii) the principle terms of the Disposal; and (iii)
descriptions of and qualifications required for potential bidders, to SUAEE for the Sale Assets
after the EGM.
After the tender notice is submitted, the publication period will commence and open for 20
Business Days. During the publication period, qualified bidders may indicate their interest in
purchasing the Sale Assets and register themselves as interested bidders.
Upon expiry of the publication period, SUAEE will notify the Company the identity of the
successful bidder of the relevant Sale Asset. The Company will enter into a sale and purchase
agreement in relation to the disposal of the relevant Sale Asset with the successful bidder and
to complete the Disposal in accordance with the provisions of the sale and purchase
agreement.
2.
The Disposal
I.
Description of the Sale Assets
The Sale Assets include, but not limited to, the following four assets:
(i) Hunan Hengyang Shop
In December 2006, the Company obtained the Property Ownership Certificate of
the Hunan Hengyang Shop with an aggregate GFA of 7,432.11 sq.m.. In May
2008, the Company entered into a lease agreement with Wangyi Industrial Group
Hengyang Xiangjiang Department Store Co., Ltd.* (王一實業集團衡陽香江百貨
有限公司), pursuant to which the Company leased the Hunan Hengyang Shop to
Wangyi Industrial Group Hengyang Xiangjiang Department Store Co., Ltd. for the
use of a supermarket for a term of 10 years starting from 1 August 2008 to 31 July
2018. For the two financial years ended 31 December 2012 and 31 December
2013, the net profit of Hunan Hengyang Shop amounted to RMB1,800,000 and
RMB1,800,000, respectively.
The valuation of Hunan Hengyang Shop as at 3 June 2014 was RMB34,782,274,
which was appraised by independent valuer, China United Assets Appraisal Group
Co., Ltd..
(ii) Entire equity interest in Hongfang Hotel (“Hongfang Hotel Interest”)
Hongfang Hotel was established in the PRC on 4 June 1997. It is a
wholly-owned subsidiary of the Company. Scope of business of Hongfang Hotel
includes: catering; tourism; cold drinks; beauty, hairdressing; wholesale, retail;
daily necessities, department stores; retail: wine; wholesale, retail: agricultural
3
byproducts, non-staple food, non-alcoholic beverages; parking operations. For the
two financial years ended 31 December 2012 and 31 December 2013, the net
profits of Hongfang Hotel were RMB598,840 and RMB780,750 respectively.
The valuation of Hongfang Hotel Interest as at 31 August 2014 was
RMB120,972,800, which was appraised by independent valuer, China United
Assets Appraisal Group Co., Ltd..
After completion of the relevant Disposal, Hongfang Hotel will no longer be a
subsidiary of the Company.
(iii) Entire equity interest in Guangzhou Jinzhou (“Guangzhou Jinzhou Interest”)
Guangzhou Jinzhou was established in the PRC on 22 August 2014. It is a
wholly-owned subsidiary of the Company. Guangzhou Jinzhou is a special
purpose entity established for the disposal of interests in lands and properties. It
has not engaged in any operation since its establishment.
The valuation of Guangzhou Jinzhou Interest as at 31 August 2014 was
RMB33,800,000, which was appraised by independent valuer, Beijing branch
company of China Enterprise Appraisals Co., Ltd..
After completion of the relevant Disposal, Guangzhou Jinzhou will no longer be a
subsidiary of the Company.
(iv) Entire equity interest in Guangzhou Shipyard Industrial (“Guangzhou Shipyard
Industrial Interest”)
Guangzhou Shipyard Industrial was established in the PRC on 22 August 2014. It
is a wholly-owned subsidiary of the Company. Guangzhou Shipyard Industrial is a
special purpose entity established for the disposal of interests in lands and
properties. It has not engaged in any operation since its establishment.
The valuation of Guangzhou Shipyard Industrial Interest as at 19 September 2014
was RMB413,791,300, which was appraised by independent valuer, Beijing
branch company of China Enterprise Appraisals Co., Ltd..
After completion of the related Disposal, Guangzhou Shipyard Industrial will no
longer be a subsidiary of the Company.
II.
Major Terms of the Disposal
A
Minimum consideration for the Sale Assets
The minimum considerations for the disposal of each of the Sale Assets through open tender
are listed below:
(i)
(ii)
(iii)
(iv)
Sale Asset
Hunan Hengyang Shop
Hongfang Hotel Interest
Guangzhou Jinzhou Interest
Guangzhou Shipyard Industrial Interest
Minimum consideration (RMB)
34,782,300
120,972,800
33,800,000
973,791,300
Shareholders should note that the final consideration will depend on the final bid price offered
by the successful bidder for each of the Sale Assets, but will in any event be no less than the
4
relevant minimum consideration.
The minimum considerations are determined after taking into account a number of factors,
including, among others, the valuation results of the Sale Assets. Directors (excluding
independent non-executive Directors who express their opinions after they have received the
opinion of independent financial adviser) consider that the minimum considerations are fair
and reasonable.
B.
Open tender process of the Sale Assets
It is proposed to submit the tender notice to the SUAEE in relation to the Disposal after the
EGM. The publication period of the tender notice will commence upon submission and open
for 20 Business Days.
Upon expiry of the publication period, SUAEE will notify the Company the identity of the
successful bidder of the relevant Sale Asset. The Company will enter into a sale and purchase
agreement in relation to the disposal of the relevant Sale Asset with the successful bidder and
to complete the Disposal in accordance with the provisions of the sale and purchase
agreement.
C.
Conditions precedent to the entering into and completion of the Disposal
The entering into and completion of the Disposal shall be conditional upon the execution of
an effective sale and purchase agreement in respect of the relevant Sale Asset between the
Company and the bidder.
Given the identity of the successful bidder of the relevant Sale Asset can only be confirmed
after completion of the publication period. If CSSC or its associates become the successful
bidder of one or more Sale Assets, by that time, the Company will have unconditional
obligation to enter into sale and purchase agreement with the bidder and to complete the
transactions contemplated thereunder. As such, the Board is now seeking approval from
independent shareholders in advance in the EGM in respect of the Possible Connected
Transactions.
II.
Reasons for and benefits of the Disposal
The Disposal is conducive to optimizing the Group's assets structure. The minimum
considerations for the Sale Assets also represent a reasonable gain over the costs of the
Group's investment in the Sale Assets.
The Directors (excluding independent non-executive Directors who express their opinions
after they have received the opinion of the independent financial adviser) are of the view that
the Disposal will be carried out upon normal commercial terms which are fair and reasonable
and in the interest of the Company and the Shareholders as a whole.
III. Financial Impact of the Disposal
The Company expects that the total income from the Disposal to amount to approximately
RMB1 billion (after deducting tax and other expenses payable by the Company in connection
with the Disposal) (i.e. the difference between the minimum considerations of Sale Assets and
the carrying amount of the investment costs to be paid by the Company for the Sale Assets).
The Company intends to use all of the net proceeds from the Disposal as working capital.
3.
Information about the Company and CSSC
5
A.
Information about the Company
The Company, reformed from Guangzhou Shipyard, was founded in 1993 and is an important
modern integrated shipbuilding enterprise in southern China parented by CSSC, enjoying
autonomy in export and import operations. The Group’s core business is shipbuilding,
focusing on building and exploiting handy size vessels and has entered into the high tech
shipbuilding market of Ro/Ro (i.e. roll-on/roll-off) ships, Ro/Ro passenger vessels and
semi-submersible heavy lift vessels. The Group adheres to a market-oriented and client-based
policy, and has formed several main businesses including shipbuilding, large-size bridges and
building steel structures and electro-mechanical equipment production.
B.
Information about CSSC
CSSC is a State-authorized investment institution directly supervised and administered by
State-owned Assets Supervision and Administration Commission whose core business
includes ship-building, ship-repairing, processing, export/import of marine equipment,
diversified businesses such as other steel structure manufacturing and international
cooperation, joint venture operations, financing, technology trading and workforce
exportation.
As at the date of this announcement, CSSC, the controlling shareholder of the Company, held
575,586,690 Shares of the Company, representing 55.85% of the issued Shares of the
Company.
4.
Implication of the Listing Rules
A.
Possible Discloseable Transactions
As the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in
respect of disposal of interests in each of the Hunan Hengyang Shop, Hongfan Hotel and
Guangzhou Shipyard Industrial exceed 5% but less than 25%, each of such disposals, if
proceeded, will constitute a disclose able transaction of the Company and is subject to the
announcement requirement under Chapter 14A of the Listing Rules.
B.
Possible Connected Transactions
In addition, CSSC, the controlling shareholder of the Company, has indicated that it or its
associates intends to participate in the open bids of the Sale Assets set out in items (ii) to (iv)
in part I, section 2 of this announcement. As the applicable percentage ratios of the relevant
Sale Assets exceed 5% and should CSSC or its associates finally become the successful
bidder of one or more Sale Asset(s), disposal of the relevant Sale Asset(s) to CSSC or its
associates will constitute connected transaction(s) of the Company and is/are subject to the
reporting, issue of circular and Independent Shareholders’ approval requirements under
Chapter 14A of the Listing Rules.As such, CSSC has stated that CSSC and its associates will
abstain from voting in respect of the disposal of related Sale Assets at the forthcoming EGM.
Given the identity of the successful bidder of the relevant Sale Asset can only be confirmed
after completion of the publication period. If CSSC or its associates become the successful
bidder of one or more Sale Assets, by that time, the Company will have unconditional
obligation to enter into sale and purchase agreement with the bidder and to complete the
transactions contemplated thereunder. As such, the Board is now seeking approval from
independent shareholders in advance in the EGM in respect of the Possible Connected
Transactions.
6
To the best knowledge, information and belief of the Directors, no Director is required to
abstain from voting for approving the Board resolution in relation to the Disposal.
5.
Proposed Amendments to the Articles of Association
A.
Amendments of Article 2 of the Articles of Association
In accordance with Notice in relation to the Adjustment of Classification of the Type of
Enterprise Registration (Guotongzi No. [2011] 86), Guangzhou Shipyard has been reformed
and registered as Guangzhou Shipyard Ltd. on 18 April 2007.
Existing Article 2 of the Articles of Association:
“The Company, with the approval Ti Gai Sheng No. [1993] 83 from National Development
and Reform Commission, was registered and established at Administration for Industry &
Commerce of Guangzhou Municipality on 7 June 1993 in the form of promotion, with
registration number 19049939-0, and obtained business license thereof. The Company
obtained approval from Ministry of Foreign Trade and Economic Co-operation [1994] Wai
Jīngmao Zi Zong Han Zi no. 415 on 17 August 1994 as a sino-foreign equity joint venture
with limited liability, certificate [1994] Wai Jingmao Zi Shen Zi No. 135 on 31 August 1994
and changed registration on 21 October 1994 and changed license on 10 October 1995 to
register as a sino-foreign equity joint venture with limited liability. The registration number of
business license after the change was Qi Gu Yue Sui Zong Zi No. 000264.
The business license of the Company was subsequently changed again on 10 December 2009
and the registration number was changed to 440101400025144.
The promoter of the Company is Guangzhou Shipyard, a company under China State
Shipbuilding Corporation.”
It is now proposed to be amended as follows:
“The Company, with the approval Ti Gai Sheng No. [1993] 83 from National Development
and Reform Commission, was registered and established at Administration for Industry &
Commerce of Guangzhou Municipality on 7 June 1993 in the form of promotion, with
registration number 19049939-0, and obtained business license thereof. The Company
obtained approval from Ministry of Foreign Trade and Economic Co-operation [1994] Wai
Jīngmao Zi Zong Han Zi no. 415 on 17 August 1994 as a sino-foreign equity joint venture
with limited liability, certificate [1994] Wai Jingmao Zi Shen Zi No. 135 on 31 August 1994
and changed registration on 21 October 1994 and changed license on 10 October 1995 to
register as a sino-foreign equity joint venture with limited liability. The registration number of
business license after the change was Qi Gu Yue Sui Zong Zi No. 000264. According to
Guotongzi No. [2011] 86, the form of the Company has changed to a joint stock limited
company (joint venture between entities of Taiwan, Hong Kong, Macau and entities of
7
the PRC).
The business license of the Company was subsequently changed again on 10 December 2009
and the registration number was changed to 440101400025144.
The promoter of the Company is Guangzhou Shipyard Co. Ltd..”
B.
Amendments of Article 11 of the Articles of Association
According to the Regulations on the Management of Port Operation of Port Authority (2009
No.13), the Company is required to include “operation of port” onto the business license
before the expiration of Port Operation Permit in November 2014, otherwise, the Port
Operation Permit cannot be renewed or extended.
Existing Article 11 of the Articles of Association:
“The scope of business of the Company shall include: design, processing, installation and sale
of ships and its ancillary machines, containers, metallic structures, components, pressure
containers, regular machines, common casting parts and components, glass fibre reinforced
plastic products, circuits, pipelines, tools and furniture; machinery equipment and ship repair;
ship demolition; survey and design; proprietary technology transferring services; interior
decoration; self-produced containers, operational leases on ships and equipment; and
undertaking of foreign electrical and mechanical engineering and domestic international
tendering projects, exportation of equipment and materials necessary for such projects and
dispatch labour necessary for implementation of the same.
Business activities of the Company are subject to the scope of business registered.”
It is now proposed to be amended as follows:
“The scope of business of the Company shall include: design, processing, installation and sale
of ships and its ancillary machines, containers, metallic structures, components, pressure
containers, regular machines, common casting parts and components, glass fibre reinforced
plastic products, circuits, pipelines, tools and furniture; machinery equipment and ship repair;
ship demolition; survey and design; proprietary technology transferring services; interior
decoration; self-produced containers, operational leases on ships and equipment; operation of
port; and undertaking of foreign electrical and mechanical engineering and domestic
international tendering projects, exportation of equipment and materials necessary for such
projects and dispatch labour necessary for implementation of the same.
Business activities of the Company are subject to the scope of business registered.”
C.
Addition of New Chapter and Article
8
In accordance with the relevant requirements, it is proposed that a new Article 255 under
Chapter 26 shall be added as Special Provisions, with details as follows:
“
Chapter 26 Special Provisions
Article 255 The Company shall comply with the following provisions:
1. China State Shipbuilding Corporation shall be the controlling shareholder or actual
controller of the Company and maintains its absolute controlling status in the Company.
2. Accept the orders of military products from the State and prioritise the orders for the
production of national military technology and research products according to the
relevant progress, quality and quantity requirement.
3. Strictly implement the laws and regulations in relation to national security and secrecy,
establish confidential work procedures, security accountability system and review system
in respect of the disclosure of information relating to military products, and implement
the confidential responsibility of the concerned shareholders, directors, supervisors,
senior management and intermediaries and accept the monitoring and checking from
relevant security authorities to ensure the security of national secrets.
4. Strictly comply with the regulations in respect of the management of crucial military
equipment and facilities, strengthen the registration and management of crucial military
equipment and facilities to ensure the safety, completeness and effective utilization of
crucial military equipment and facilities.
5. Strictly comply with the regulations on the licensing and management of technological
research and production of weapon armament.
6. Strictly comply with the requirements under the national defense patent regulation, perform
the approval procedures in respect of the application, implementation, transfer and
secrecy of national defense patents to protect the national defense patent.
7. Revision or amendment to this Special Provisions shall only be proceeded to usual
approval procedures with the prior consent from the competent national defense
technology industry authority of the State Council.
8. Implement the requirements under the National Defense Law of the PRC and National
Defense Mobilization Law of the PRC and fulfill the required mobilization work after
the State issued the mobilization order; the State may confiscate relevant assets
according to the laws based on the needs of the State.
9. Prior to the change of controlling shareholders, the approval procedures shall be performed
with the prior approval from competent national defense technology industry authority of
the State Council; the change of chairman and general manager, and the engagement of
overseas independent directors, shall be registered to the competent national defense
technology industry department of the State Council; in case of any material acquisition,
the acquiring party shall register with the competent national defense technology
industry authority of the State Council if it individually holds or, with other concert
parties jointly, hold 5% or more of the Company’s shares.”
9
D.
Renumbering of Chapters and Articles
Due to the addition of the above new Chapter and Article, the numbering of Chapters and
Articles that follow shall be changed accordingly.
It is advised that the amendments to the Articles of Association shall be effective upon
approval of Shareholders on the EGM by way of special resolution, and the completion of
registration with the relevant government authorities.
6.
Proposed establishment of GS Shipping
The Company intends to by using part of its lands (approximately 393,793 sq.m.), buildings
and structures (approximately 175,058.74 sq.m.) as capital contribution in kind with the
appraised price of RMB1,246,803,300 (of which, RMB760,414,300 as price for lands and
RMB486,389,000 for buildings and structures), together with a capital injection of
RMB1,196,700 in cash, establish a wholly-owned subsidiary in the PRC,. The tentative name
of the company is Guangzhou Shipyard Shipping Co., Ltd.* (廣州廣船船業有限公司), with
registered capital of RMB1,248,000,000.
As the establishment of GS Shipping involves the external investment of the Company
exceeding 30% of the net assets value of the Company for the year ended 31 December 2013.
According to the relevant provisions of the Articles of Association, the proposed
establishment of GS Shipping is subject to the approval of the Shareholders in the general
meeting of the Company.
The official name and the establishment of GS Shipping shall be effective upon the approval
from the relevant authority.
7.
CIRCULAR AND EGM
The Company will convene the EGM to approve, among other things, the relevant Disposal
and the Possible Connected Transaction, amendments of the Articles of Association and the
establishment of GS Shipping. Given that CSSC or its associates will participate in the open
tender for certain Sale Assets, CSSC and its associates will abstain from voting on the
approval of the relevant Disposal and Possible Connected Transactions at the EGM.
The Company will form an Independent Board Committee comprising of all the independent
non-executive Directors to advise the Independent Shareholders whether, among other things,
the Possible Connected Transactions are fair and reasonable and are in the interests of the
Company and its Shareholders as a whole. The Company has appointed Shenyin Wanguo
Capital (H.K.) Limited as the Independent Financial Adviser to advise the Independent Board
Committee and the Shareholders on, among other things, the Possible Connected
Transactions.
It is expected that the Company will dispatch the circular to the holders of H Shares on or
before 20 October 2014, which contains, among other things, (i) further information about the
Possible Connected Transactions; (ii) details of the proposed amendments of the Articles of
Association; (iii) details of the proposed establishment of the wholly-owned subsidiary; (iv)
Independent Board Committee’s advice to the Independent Shareholders on the Possible
Connected Transactions; (v) Independent Financial Adviser’s advice to the Independent
Board Committee and the Independent Shareholders on the Possible Connected Transactions;
and (vi) notice of the EGM. Shareholders and potential investors may refer to the circular for
more details of the Possible Connected Transactions, amendments of the Articles of
Association and establishment of GS Shipping as well as the time and venue of the EGM and
10
the proposed resolutions.
8.
OTHER MATTERS
Except for the four assets mentioned in part I of section 2, the Sale Assets also include certain
lands and properties of Nanhai Electrical Branch Company* ( 南 海 機 電 分 公 司 ), a
wholly-owned subsidiary of the Company (the “Other Sale Asset”). Given that (i) the
applicable percentage ratio of Other Sale Asset is below 5%; and (ii) CSSC stated that it or its
associates will not participate in the open tender of Other Sale Asset, the disposal of Other
Sale Asset does not constitute a discloseable transaction as required under Chapter 14 of the
Listing Rules or connected transaction as required under Chapter 14A of the Listing Rules.
The Company has obtained waivers from the compliance with Shareholders’ approval
requirements in relation to the disposal of the Hunan Hengyang Shop and the Other Sale
Asset from the Shanghai Stock Exchange.
As there may not be any successful bidder for the Disposal, the Disposal may or may not
proceed, thus Shareholders and potential investors should exercise caution when dealing
in the Shares of the Company.
9.
DEFINITIONS
“Articles of Association”
“associate(s)”
“Board” or “Board of
Directors”
“Business Day”
“Company”
“connected person(s)”
“controlling
shareholder(s)”
“CSSC”
“Director(s)”
“Disposal”
“EGM”
the articles of association of the Company;
has the meaning ascribed to it in the Listing Rules;
the board of Directors of the Company;
a day on which banks are open for business in the PRC,
other than Saturdays, Sundays or public holidays in the
PRC;
Guangzhou Shipyard International Company Limited, a
joint stock company established in the PRC with limited
liability, the H Shares of which are listed on the Stock
Exchange and the A Shares of which are listed on the
Shanghai Stock Exchange;
has the meaning ascribed to it under the Listing Rules;
has the meaning ascribed to it under the Listing Rules;
China State Shipbuilding Corporation (中國船舶工業集
團公司), a state-owned enterprise and a state-authorized
investment
institution directly supervised
and
administered by the SASAC. As at the date of this
announcement, CSSC holds 575,586,690 Shares of the
Company, representing 55.85% of the issued Shares of
the Company, and is a controlling shareholder of the
Company;
the director(s) of the Company;
the disposal of Sale Asset(s) through open tender in the
SUAEE;
the extraordinary general meeting to be convened by the
11
Company for, amongst other things, the Independent
Shareholders to consider and approve, if thought fit, the
Possible Connected Transactions and for the shareholders
to consider and approve, if thought fit, the amendments to
the Articles of Association and establishment of
wholly-owned subsidiary;
“Group”
the Company and its subsidiaries;
“Guangzhou
Shipyard Guangzhou Shipyard Industrial Co., Ltd (廣州廣船實業
有限公司), a wholly-owned subsidiary of the Company;
Industrial”
“GS Shipping”
Guangzhou Shipyard Shipping Co., Ltd. (廣州廣船船業
有限公司), a wholly-owned subsidiary of the Company
proposed to be established in the PRC;
Guangzhou Jinzhou Ship Technology Co., Ltd (廣州金舟
“Guangzhou Jinzhou”
船舶科技有限公司) , a wholly-owned subsidiary of the
Company;
“Hongfan Hotel”
Guangzhou Hongfan Hotel Co., Ltd., a wholly- owned
subsidiary of the Company;
“H Shares”
overseas listed foreign shares of the Company listed on
the Stock Exchange;
“Hong Kong”
the Hong Kong Special Administrative Region of the
PRC;
“Hunan Hengyang Shop”
the shop property held by the Company at LG1, Kaixin
Mingcheng Residential Loft, No.37 High and New
Technology Development Park, Hengyang City, Hunan
“Independent
Board an independent committee of the Board comprising all
Committee”
the independent non-executive Directors, established for
the purpose of advising the Independent Shareholders in
connection with the Possible Connected Transactions;
“Independent
Shareholders other than CSSC and its associates, none of
Shareholders”
them will be required to abstain from voting at the EGM
so convened for approval of the relevant transactions;
“Listing Rules”
the Rules Governing the Listing of Securities on the
Stock Exchange;
“Possible
Connected assuming that CSSC became the successful bidder of part
Transactions”
of the Disposal, the Disposal will constitute the
connected transaction(s) between the Company and its
controlling shareholder;
“PRC”
the People’s Republic of China and, for the sole purposes
of this announcement, excludes Taiwan, Hong Kong and
Macau Special Administrative Region of the PRC;
“RMB”
Renminbi, the lawful currency of the PRC;
“Sale Asset(s)”
the assets mentioned in part I of section 2 herein and
other lands and properties interests of the Company;
“Shareholder(s)”
holder(s) of Shares;
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“Shares”
“Stock Exchange”
“SUAEE”
“%”
shares of RMB1.00 each in the share capital of the
Company;
The Stock Exchange of Hong Kong Limited;
Shanghai United Assets and Equity Exchange (上海聯合
產權交易所), a comprehensive equity exchange service
institution with enterprise legal person qualification
approved by the Shanghai People’s Government as well
as an institution designated by the State-owned Assets
Supervision and Administration Commission of The State
Council to engage in the transfer of state-owned equities
of central enterprises;
per cent.
By order of the Board
Guangzhou Shipyard International
Company Limited
Shi Weidong
Joint Company Secretary
Guangzhou, 26 September 2014
As at the date of this announcement, the Board comprises eleven Directors, namely executive
Directors Mr. Han Guangde, Mr. Zhou Dusheng, Mr. Chen Ji and Mr. Chen Liping,
non-executive Directors Mr. Yang Li, Mr. Wang Jun and Mr. Chen Zhongqian, and
independent non-executive Directors Mr. Qiu Jiachen, Ms. Li Junping, Mr. Wang Hong and
Mr. Zhu Zhenyu.
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