COSCO International’s Independent Shareholders Approve the Acquisition of Marine Equipment Business in Singapore and the Proposed Annual Caps for Continuing Connected Transactions
2010年07月20日
(20th July 2010, Hong Kong) COSCO International Holdings Limited (“COSCO International” or “the Company”, SEHK stock code: 00517) held two special general meetings today which were both chaired by Mr. Wang Xiaodong, Managing Director of COSCO International. Independent shareholders of the Company cast their votes and approved (1) the acquisition of 100% interest of a company namely Xing Yuan (Singapore) Pte Ltd (“Xing Yuan”) by a wholly-owned subsidiary of COSCO International, Yuantong Marine Service Co. Limited (“Yuantong”) and (2) the continuing connected transactions in relation to (i) the provision of the supply and installation services Yuantong and its subsidiaries to the COSCO Group and the proposed revised cap for the year ending 2010; (ii) Shanghai Ocean Radio Co., Ltd. (“Shanghai Ocean”) was appointed by Yuantong as its agent in the PRC market for sale of imported duty-free communications and navigation equipment for vessels and the provision of services to Yuantong and the proposed annual caps of such transactions for the year ending 2011 and 2012. The approval for the resolutions enables Yuantong to further expand its business of supply of marine equipment, spare parts business to overseas as well as to further develop its trading business of communication and navigation equipment for vessels.
Mr. Wang Xiaodong, Managing Director of COSCO International, said after the SGM, “The acquisition of 100% share capital in Xing Yuan enables us to establish foothold in Singapore which is one of the major shipping hubs in the world with tremendous annual trade volume of marine equipment. As the world shipping industry and shipbuilding industry have accelerated moving to Asia, especially China and their demand for marine equipment have grown rapidly, we anticipate that Xing Yuan can enable us to leverage on its geographical advantage to develop material supplies business as well as to provide logistics and distribution services of marine equipment to all fleets in the world.”
“In addition, the independent shareholders approved the continuing connected transactions between Shanghai Ocean and Yuantong at the second special general meeting. Yuantong can leverage on the customer base of Shanghai Ocean, as well as benefit from the additional source of supply of raw materials from Shanghai Ocean’s supplier network to expand its scale of equipment supply. Therefore, it can facilitate Yuantong to develop further business in the trading of communication and navigation equipment for vessels in the PRC market. In future, we anticipate that Yuantong will form a global marine equipment supply network with strong geographical presence worldwide and provide quality products and efficient logistics services to all fleets around the world. Furthermore, Yuantong’s supply network can help create synergies with other business units of our core shipping services segment and further enhance our profitability in the future, so as to maximise our contribution to the shareholders.” Managing Director Wang added.
On 31st May 2010, Yuantong entered into a share transfer agreement to acquire 100% interest of Xing Yuan to expand its supply of marine equipment and spare parts business in Singapore. The total consideration of the acquisition is S$850,000 (equivalent to approximately HK$4,814,655). Upon completion of the acquisition, Yuantong will own its business network in Singapore, together with a newly company in Japan named Shin Chung Lin Corporation, its business scope and sales volume will increase accordingly and its proposed annual cap amount for the year ending 2010 is expected to be increased from HK$495,000,000 to HK$662,000,000.
On 9th June 2010, Yuantong entered into agency agreements with Shanghai Ocean pursuant to which Shanghai Ocean was appointed as Yuantong’s agent in the PRC for sale of imported duty-free communication and navigation equipment for vessels and to provide services to Yuantong till 2012. Under the terms of the agency agreements, Yuantong shall pay to Shanghai Ocean and/or bear (a) a sales commission being 5% of the actual sales procured by Shanghai Ocean, (b) the purchase costs for raw materials purchased by Shanghai Ocean at Yuantong’s request and on Yuantong’s behalf, (c) reimbursement of any expenses incurred by Shanghai Ocean in performing its obligations under the respective agency agreements;(d) service fee for after-sale services such as installation and testing services and repair services provided by Shanghai Ocean. The proposed annual caps of the continuing connected transactions for the years ending 2010, 2011 and 2012 are HK$71,000,000, HK$112,000,000 and HK$123,000,000 respectively.
***** End *****
About Yuantong, Xing Yuan and Shanghai Ocean
Yuantong, being a wholly-owned subsidiary of the Company, is principally engaged in the business of sales and installation of marine equipment and its spare parts, navigation and communication systems for vessels and related services mainly in the PRC and in Hong Kong. During 2009, the segment revenue and segment profit before income tax of supply of marine equipment and spare parts were HK$445,063,000 and HK$37,139,000 respectively.
Xing Yuan is principally engaged in the business of sales and installation of marine equipment and spare parts for vessels and related services including delivery of marine supplies and trading of raw materials and products based in Singapore. During 2009, Xing Yuan’s profit before taxation amounted to S$1,550,226 (equivalent to approximately HK$8,780,945). Upon completion of the transaction, Xing Yuan will be wholly-owned by Yuantong.
Shanghai Ocean, a sino-foreign equity joint venture enterprise established in the PRC which is 25% owned by Yuantong and an associate of COSCO, is principally engaged in trading of communication and navigation equipment for vessels in the PRC market. Shanghai Ocean was appointed as Yuantong’s agent in the PRC for sale of imported duty-free communication and navigation equipment for vessels and to provide services to Yuantong.