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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.
SINOTRANS SHIPPING LIMITED
中外運航運有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 368)
DISCLOSEABLE TRANSACTIONS:
ACQUISITION OF TWO VESSELS
The Board announces that on 30 October 2014, the Company entered into the Acquisition Agreements
pursuant to which the Company agreed to purchase two vessels for an aggregate consideration of
US$98.5 million (equivalent to approximately HK$768.3 million).
The vessels to be acquired include two Capesize size vessels and will enable the Company to expand
its self-owned fleet of dry-bulk vessels.
As Neunundreißigste “Michel” Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL"
Schiffahrtsgesellschaft mbH & Co. KG are controlled by the same ultimate beneficial owner, the
Acquisitions will constitute discloseable transactions of the Company under Rule 14.22 of the Listing
Rules as one of the applicable percentage ratios, when aggregated, is more than 5% but less than 25%,
and is subject to the reporting and announcement requirements but exempt from Shareholders’
approval requirement under Chapter 14 of the Listing Rules.
THE ACQUISITIONS
The First Acquisition Agreement
Date: 30 October 2014
Parties to the First Acquisition Agreement:
(1)
Purchaser:
Sinotrans Ship Trading Limited or its guaranteed nominee,a wholly-owned
subsidiary of the Company.
(2) Seller:
Neunundreißigste “Michel” Schiffahrts GmbH & Co KG, a shipping company
based in Germany. To the best knowledge of the Directors, having made all
reasonable enquiries, the seller and its ultimate beneficial owners are
independent of and not connected with the Company or any of its connected
persons.
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Assets to be acquired under the First Acquisition Agreement
Pursuant to the First Acquisition Agreement, the Company has agreed to purchase the vessel 「MV “E.
R. Beilun”」from the seller. The vessel「“MV “E. R. Beilun” 」is a single-hull gearless Capesize size
bulk carrier with a DWT of 178,978 tones. It was built by Hyundai Heavy Industries, South Korea in
2010.
Consideration
The consideration for the First Acquisition Agreement is US$49.25 million (equivalent to
approximately HK$384.15 million), which was determined after arm’s length negotiations between
the parties with reference to the market prices of vessels of similar size and age in the open market as
determined by the Directors. The Directors, including the non-executive Directors, are of the view
that the terms of the First Acquisition Agreement were concluded after arm’s length negotiations
under normal commercial terms and are fair and reasonable and in the interest of the Company and
the Shareholders as a whole.
The consideration will be payable in cash by the Company to the Vendor and will be satisfied by the
Company by its internal resources.
Delivery of the vessel
Delivery of the vessel is expected to be made in November 2014. If the vessel cannot be delivered by
28 November 2014 or such later date as may be agreed by the Company, the First Acquisition
Agreement will terminate and cease to be of any effect save for any antecedent breach.
The Second Acquisition Agreement
Date: 30 October 2014
Parties to the Second Acquisition Agreement
(2)
Purchaser:
Sinotrans Ship Trading Limited or its guaranteed nominee,a wholly-owned
subsidiary of the Company.
(3)
Seller:
MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbH & Co. KG, a shipping
company based in Germany. To the best knowledge of the Directors, having
made all reasonable enquiries, the seller and its ultimate beneficial owners are
independent of and not connected with the Company or any of its connected
persons.
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Assets to be acquired under the Second Acquisition Agreement
Pursuant to the Second Acquisition Agreement, the Company has agreed to purchase the vessel 「MV
“E. R. Brazil”」from the seller. The vessel 「MV “E. R. Brazil”」 is a single-hull Capesize size bulk
carrier with a DWT of 178,978 tones. It was built by Hyundai Heavy Industries, South Korea in 2010.
Consideration
The consideration for the Second Acquisition Agreement is US$49.25 million (equivalent to
approximately HK$384.15 million), which was determined after arm’s length negotiations between
the parties with reference to the market prices of vessels of similar size and age in the open market as
determined by the Directors. The Directors, including the non-executive Directors, are of the view
that the terms of the Second Acquisition Agreement were concluded after arm’s length negotiations
under normal commercial terms and are fair and reasonable and in the interest of the Company and
the Shareholders as a whole.
The consideration will be payable in cash by the Company to the Vendor and will be satisfied by the
Company by its internal resources.
Delivery of the vessel
Delivery of the vessel is expected to be made in November 2014. If the vessel cannot be delivered by
28 November 2014 or such later date as may be agreed by the Company, the Second Acquisition
Agreement will terminate and cease to be of any effect save for any antecedent breach.
INFORMATION OF THE COMPANY AND PARTIES INVOLVED IN THE TRANSACTION
The Company is one of the largest shipping companies in China in terms of self-owned dry bulk fleet
size. In addition, the Company also owns a fleet of oil tanker and container vessels. Apart from
provision of chartering service, it provides technical management service for most self-owned vessels
to ensure its modern fleet can provide customers with quality transportation service. The primary
focus and core business of the Group is dry bulk vessel time chartering, which involves the chartering
of self-owned vessels for the transportation of dry bulk cargo, such as iron ore, coal, grain and steel
products, along major global trade routes. In addition, the Company provides crude oil shipping
services through VLCC, along routes mainly from the Middle East to the Asia Pacific region,
especially China. The Group also charters self-owned container vessels to other shipping companies.
Neunundreißigste “Michel” Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL"
Schiffahrtsgesellschaft mbH & Co. KG are single-vessel shipping companies, which own and manage
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vessel with activities in bulk segments.
REASONS FOR THE ACQUISITIONS
The Acquisitions will enable the Company to expand its self-owned fleet of dry-bulk vessels. Given
the considerations for the Acquisitions were based on arm’s length negotiations by reference to the
open market prices of vessels of similar size and age, the Directors (including the independent
non-executive Directors) consider the terms of the Acquisitions were on normal commercial terms,
are fair and reasonable so far as the Company and the Shareholders are concerned, and the
Acquisitions are in the interests of the Company and the Shareholders as a whole.
GENERAL
As Neunundreißigste “Michel” Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL"
Schiffahrtsgesellschaft mbH & Co. KG are controlled by the same ultimate beneficial owner, the
Acquisitions will constitute discloseable transactions of the Company under Rule 14.22 of the Listing
Rules as one of the applicable percentage ratios, when aggregated, is more than 5% but less than 25%,
and is subject to the reporting and announcement requirements but exempt from Shareholders’
approval requirement under Chapter 14 of the Listing Rules.
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DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless the
context requires otherwise:
“Acquisitions”
the acquisition of two Capesize vessels by the Company as
contemplated under the First Acquisition Agreement and the
Second Acquisition Agreement
“Acquisition Agreements”
the First Acquisition Agreement and the Second Acquisition
Agreement
“Board”
the board of directors of the Company
“Sinotrans Ship Trading Limited”
Sinotrans Ship Trading Limited,which is a wholly-owned
subsidiary of the Company
“Company”
Sinotrans Shipping Limited, a company incorporated in Hong
Kong with limited liability, the shares of which are listed on the
main board of the Stock Exchange
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
the director(s) of the Company
“DWT”
deadweight of a ship expressed in tones, which is a measurement
of the total weight of cargo, fuel, fresh water, stores and crew that
the ship can carry
“First Acquisition Agreement”
the agreement dated 30 October 2014 entered into between the
Company and Neunundreißigste “Michel” Schiffahrts GmbH &
Co KG in relation to the acquisition by the Company of the
vessel MV “E. R. Beilun”
“Group”
the Company and its subsidiaries
“HK$”
Hong Kong dollar, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock
Exchange
“PRC”
the People’s Republic of China and for the purpose this
announcement, excludes Hong Kong, Taiwan and the Macau
Special Administrative Region of the PRC
“Second Acquisition Agreement”
the agreement dated 30 October 2014 entered into between the
Company and MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbH
& Co. KG in relation to the acquisition by the Company of the
vessel MV “E. R. Brazil”
“Shareholder(s)”
shareholder(s) of the Company
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“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“US Dollar” or “US$”
United States dollar, the lawful currency of the United States of
America
Unless otherwise specified in this announcement, translations of US$ into HK$ are made in this
announcement, for illustration only, at the rate of US$1.00 to HK$7.8. No representation is made that
any amounts in US$ or HK$ could have been or could be converted at that rate or at any other rate or
at all.
By Order of the Board
Sinotrans Shipping Limited
HUEN Po Wah
Company Secretary
Hong Kong, 30 October 2014
As at the date of this announcement, the executive directors of the Company are Mr. Li Hua (Chief
Executive) and Ms. Feng Guoying; the non-executive directors of the Company are Mr. Li Zhen
(Chairman) and Mr. Tian Zhongshan and the independent non-executive directors of the Company are
Mr. Tsang Hing Lun, Mr. Lee Peter Yip Wah and Mr. Zhou Qifang.
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