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Implications Under The Listing Rules The New Shipbuilding Agreements and the Previous Shipbuilding Agreements constitute a series of transactions made within a 12-month period and shall be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios in respect of the New Shipbuilding Agreements, though calculated on a standalone basis only exceed 5% but are less than 25%, when aggregated with the Previous Shipbuilding Agreements, exceed 25% but are less than 100%, the entering into of the New Shipbuilding Agreements constitutes a major transaction for the Company and is subject to the notification, announcement and shareholders’ approval requirements under the Listing Rules. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, no Shareholder has a material interest in the New Shipbuilding Agreements and accordingly, no Shareholder is required to abstain from voting on the New Shipbuilding Agreements. COSCO, being the controlling Shareholder holding 5,394,262,344 Shares (representing approximately 52.80% of the total registered capital of the Company as at the date of this announcement), has given its written approval to the entering into of the New Shipbuilding Agreements and such written approval is accepted in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules. Accordingly, no physical general meeting will be held by the Company for approving the entering into of the New Shipbuilding Agreements. A circular containing, among other things, (i) details of the New Shipbuilding Agreements; (ii) certain financial information of the Group; and (iii) such other information as required under the Listing Rules is expected to be despatched to the Shareholders in accordance with the Listing Rules on or before 10 October 2014. Reference is made to the Previous Shipbuilding Announcements. The Board is pleased to announce that on 17 September 2014, the COSCO Entities, each being a single-vessel holding company of COSCO Asset Management, as buyers entered into the New Shipbuilding Agreements with China Shipbuilding Trading and Changxing Shipbuilding as sellers for the construction and sale of five 14,500 TEU container vessels at an aggregate consideration of US$618,000,000. China COSCO Holdings Company Limted, press release |
Major Transaction — New Shipbuilding Agreements