COSCO SHIPPING HOLDINGS CO., LTD. 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) OVERSEAS REGULATORY ANNOUNCEMENT
This announcement is made pursuant to Rule 13.10B of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
The "Announcement on Provision of a Guarantee for its Wholly-owned Subsidiary" as published in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 29 June 2015 is enclosed hereto as overseas regulatory announcement.
By Order of the Board
Company Secretary
Beijing, the People's Republic of China
29 June 2015
As at the date of this announcement, the directors of the Company are Mr. MA Zehua2 (Chairman), Mr. LI Yunpeng1 (Vice Chairman), Ms. SUN Yueying2, Mr. SUN Jiakang1, Mr. YE Weilong1, Mr. WANG Yuhang2, Mr. WAN Min2, Mr. JIANG Lijun1 (President), Dr. FAN HSU Lai Tai, Rita3, Mr. KWONG Che Keung, Gordon3, Mr. Peter Guy BOWIE3 and Mr. YANG, Liang Yee Philip3.
1 Executive director
2 Non-executive director
3 Independent non-executive director
* For identification purpose only
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Stock Code: 601919 Stock Name: China COSCO Announcement Number: Lin 2015-022
China COSCO Holdings Company Limited Announcement on Provision of a Guarantee for its Wholly-owned Subsidiary
The board of directors and all directors of the Company warrant that this announcement does not contain any false representations, misleading statement contained in, or material omissions. The directors of the Company jointly and severally accept responsibility for the truthfulness, accuracy and completeness of the contents in this announcement.
• Name of the guaranteed party: China COSCO Bulk Shipping (Group) Co., Ltd.* ( ( ) )
• Amount for this guarantee and the actual guarantee previously provided: this guarantee is a joint liability guarantee provided for the borrowings amounting to US$0.6 billion. Taking into accounting of this guarantee, the Company has provided an aggregated amount of guarantees of US$1.369 billion for China COSCO Bulk Shipping (Group) Co., Ltd.
• Is there a counter guarantee for this guarantee: Nil.
• Accumulated amount of overdue external guarantees: Nil. I. Overview of the Guarantee
China COSCO Holdings Company Limited ("China COSCO" or the "Company") provided a guarantee, with several liabilities, for all creditor's rights incurred under the maximum guaranteed principal amount during the valid term of that guaranteed amount applied from Industrial Bank Co., Ltd., Tianjin Branch for China COSCO Bulk Shipping (Group) Co., Ltd. ("COSCO Bulk"), its wholly-owned subsidiary. The actual loan amount under this credit facility is US$0.6 billon.
As considered and approved by the directors at the eighth meeting of the fourth session of the board of directors and the 2014 annual general meeting of China COSCO, China COSCO was granted a total amount of external guarantees not exceeding US$1 billion. The external guarantee announced herein falls within the total amount of external guarantees aforesaid. After China COSCO provided this guarantee for COSCO Bulk, US$0.4 billion of the aforesaid external guarantees remained unutilized.
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II. Particulars of the Guaranteed
1. Name of the guaranteed: China COSCO Bulk Shipping (Group) Co., Ltd.
2. Registered address: 601 Luoyang Road, Tianjin Free Trade Zone (Dongjiang
Bonded Port Zone) (40, Unit 4, Warehouse 10, Haifeng Logistics Park)
3. Legal representative: Ye Weilong
4. Registered capital: RMB25,968,025,394.5
5. Business scope: international shipping general cargo transportation; general cargo shipping of domestic coastal, middle and lower reaches of the Yangtze River; vessel leasing, trading and management and related information consultation; freight forwarding; enterprise management. (approval from relevant departments must be obtained before commencement of business in respect of projects which need to be approved in accordance with law)
6. Financial Position:
As at 31 December 2014, COSCO Bulk had total assets of RMB36,738,523,356.67, total liabilities of RMB30,644,457,663.05 (including total bank borrowings of RMB25,373,340,495.68 and total current liabilities of RMB11,135,405,436.63) and net assets of RMB6,094,065,693.62. In 2014, COSCO Bulk recorded operating revenue of RMB12,557,153,617.69 and net profit of -RMB1,671,563,525.65.
As at 31 March 2015, COSCO Bulk had total assets of RMB35,920,166,557.91, total liabilities of RMB30,888,113,095.50 (including total bank borrowings of RMB26,043,258,791 and total current liabilities of RMB12,628,027,411.83) and net assets of RMB5,032,053,462.41. During January and March 2015, COSCO Bulk recorded operating revenue of RMB2,266,027,581.39 and net profit of -RMB1,075,791,833.57.
7. Connected relationship with the listed company: COSCO Bulk is a wholly-owned subsidiary of the Company. The Company holds the 100% equity interest in COSCO Bulk.
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III. Main Provisions of the Guarantee Agreement
COSCO (Hong Kong) Shipping Co., Ltd., a subsidiary of COSCO Bulk, has applied to China Construction Bank (Asia) Corporation Limited for a liquidity loan amounting to US$0.6 billion for a term from 25 June 2015 to 8 June 2018 (hereinafter referred to as "This Borrowing Arrangement"). In order to materialize This Borrowing Arrangement, COSCO Bulk applied to Industrial Bank Co., Ltd., Tianjin Branch for the opening of a standby letter of credit in favor of China Construction Bank (Asia) Co., Ltd. and China COSCO provided a joint liability guarantee for it. The guarantee period is two years from the expiry date of the performance period for each tranche of principal debts under the master contract.
IV. Opinion of the Board of Directors
The Company plans to provide guarantees in the amount of US$1 billion in 2015, which has been passed at the general managers' meeting, the eighth meeting of the fourth session of the board of directors and as a resolution passed at the 2014 annual general meeting of China COSCO. The board of directors of the Company considers that, the guarantees provided by China COSCO for the liquidity loans of its wholly-owned subsidiaries, including COSCO Bulk, as well as its controlled subsidiaries can effectively control and prevent certain risks. The decision of the board of directors comply with relevant regulations and procedures required by the articles of association.
V. Aggregate Am ount of External Guarantees and Overdue Guarantees
As at the date of this announcement, the aggregate amount of external guarantees provided by the Company and its controlled subsidiaries was RMB35.846 billion (unaudited). The aggregate amount of guarantees provided by the Company to its controlled subsidiaries was RMB22.108 billion (unaudited). The Company had no overdue guarantees.
VI. Attachment Published Online
The basic information of the guarantees and the latest financial statements.
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VII. Documents Available for Inspection
1. Resolutions passed at the eighth meeting of the fourth board of directors of
China COSCO Holdings Company Limited
2. Resolutions passed at the 2014 annual general meeting of China COSCO Holdings Company Limited
3. A copy of COSCO Bulk's business license
29 June 2015
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