The following release was published by COSCO:
ACQUISITION OF INTEREST IN XIAMEN OCEAN GATE
The Board is pleased to announce that on 22 February 2023, CSPX (a wholly-owned subsidiary of the Company, as purchaser) entered into the Equity Transfer Agreement with Xiamen Haicang Investment (as seller) in relation to the sale and purchase of the Sale Shares, representing 30% of the registered share capital of Xiamen Ocean Gate, at a total consideration of RMB794,489,900. As of the date of this announcement, CSPX and Xiamen Haicang Investment each holds 70% and 30% of the equity interests in Xiamen Ocean Gate respectively. Upon Closing, Xiamen Ocean Gate will become a wholly-owned subsidiary of CSPX and therefore continue to be an indirect subsidiary of the Company. As at the date of this announcement, Xiamen Haicang Investment holds a 30% equity interest in Xiamen Ocean Gate (a non-wholly owned subsidiary of the Company). As a result, Xiamen Haicang Investment is a substantial shareholder of Xiamen Ocean Gate and a connected person of the Company at the subsidiary level. Accordingly, the Transaction constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. On 30 December 2022, CSTD (a wholly-owned subsidiary of the Company) entered into the Haitou Transaction with Xiamen Haitou Supply Chain (a wholly-owned subsidiary of Xiamen Haicang Investment). As the Transaction and the Haitou Transaction are entered into by the Group with parties connected with each other and are expected to be completed within a 12-month period, the Transaction and the Haitou Transaction are aggregated pursuant to Rules 14.22 and 14A.81 of the Listing Rules as if they were one transaction. While all applicable percentage ratios set out in Rule 14.07 of the Listing Rules in respect of the Transaction on a standalone basis are less than 5%, the highest of the applicable percentage ratios in respect of the Transaction and the Haitou Transaction (as aggregated) exceeds 5% but is lower than 25%. Therefore, the Transaction, when aggregated with the Haitou Transaction, constitutes a discloseable transaction of the Company and is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.
Notwithstanding that one or more of the applicable percentage ratios in respect of the Transaction and the Haitou Transaction (as aggregated) exceeds 5%, since Xiamen Haicang Investment is a connected person of the Company at the subsidiary level and the terms of the Transaction (1) have been approved by the Board; and (2) have been confirmed by the independent non-executive Directors to be fair and reasonable, on normal commercial terms and in the interests of the Company and its shareholders as a whole, the Transaction is only subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, and is exempt from the shareholders’ approval requirement pursuant to Rule 14A.101 of the Listing Rules.
The Transaction is subject to the satisfaction or waiver of conditions precedent. There is no assurance that the Transaction will take place or as to when it may take place. Shareholders and potential investors of the Company should therefore exercise caution when dealing in the securities of the Company.
Source: COSCO