cssc (hong kong) shipping company limitedwithin 15 business days after the publication of this...

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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.

CSSC (Hong Kong) Shipping Company Limited

(Incorporated in Hong Kong with limited liability)

(Stock code: 3877)

中國船舶（香港）航運租賃有限公司

DISCLOSEABLE TRANSACTION IN RELATION TO PROPOSED ACQUISITION OF ONE VESSEL

DISCLOSEABLE TRANSACTIONS IN RELATION TO PROPOSED ACQUISITION OF THREE VESSELS

MAJOR TRANSACTIONS IN RELATION TO PROPOSED LEASE OF FOUR VESSELS

The Board is pleased to announce that, on 22 November 2019, the Board has approved the

following proposed transactions:

(i) Fortune VGAS Shipping I as the new buyer, being the Company’s wholly-owned

SPV, may enter into the Novation Agreement I with Wideshine Maritime Limited as

the original buyer, Jiangnan Shipyard (Group) Co., Ltd. as the builder and Gas Pisces

as charterer pursuant to which the rights and obligations of Wideshine Maritime

Limited under the Shipbuilding Contract I in relation to the acquisition of the

Newbuilding Vessel I are intended to be transferred to Fortune VGAS Shipping I, for

an estimated consideration of approximately US$74,780,000, which is equivalent to

the shipbuilding price of Newbuilding Vessel I, subject to the terms and conditions of

the Novation Agreement I and Shipbuilding Contract I;

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(ii) Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping

IV (collectively, as the new buyers), being the Company’s wholly-owned SPVs, may

enter into the Novation Agreement II, the Novation Agreement III and the Novation

Agreement IV, respectively with Sinogas Maritime Limited as the original buyer,

China Shipbuilding Trading Company, Limited and Jiangnan Shipyard (Group) Co.,

Ltd. (collectively, as the builders) and Gas Virgo, Gas Sagittarius and Gas Capricorn

(collectively, as the charterers) pursuant to which the rights and obligations of Sinogas

Maritime Limited under the Shipbuilding Contract II, the Shipbuilding Contract III

and the Shipbuilding Contract IV in relation to the acquisition of the Newbuilding

Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV are intended to be

transferred to Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune

VGAS Shipping IV respectively, for an estimated consideration of approximately

US$222,000,000, which is equivalent to the aggregate shipbuilding price of

Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding IV, subject to the

terms and conditions of the relevant Novation Agreements and Shipbuilding Building

Contracts; and

(iii) Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III

and Fortune VGAS Shipping IV, being the Company’s wholly-owned SPVs, may

enter into the Bareboat Charters with the Charterers (each a “Bareboat Charter”),

pursuant to which Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune

VGAS Shipping III and Fortune VGAS Shipping IV intend to lease the Vessels to

the Charterers at a total estimated charterhire to be payable by the Charterers of

approximately US$376,691,416 (including estimated lease interest of approximately

US$92,964,748).

Each of the builders under the Novation Agreements is a wholly-owned subsidiary of CSSC

Group, which is an indirect controlling shareholder of the Company holding approximately

74.99% of the issued share capital of the Company, and therefore is a connected person

(as defined in the Listing Rules) of the Company. Accordingly, the proposed transactions

contemplated under the Novation Agreements constitute a connected transaction of the

Company under the Listing Rules (the “Connected Transaction”).

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As disclosed in the prospectus of the Company dated 28 May 2019, the Stock Exchange

has granted to the Company a waiver from strict compliance with the announcement and/or

independent shareholders’ approval requirements (as the case may be) under Chapter 14A

of the Listing Rules in respect of the continuing connected transaction in relation to the

purchase of vessels from CSSC Group and/or its associates, subject to certain conditions.

The Directors are of the view that such waiver would apply to the Connected Transaction.

Accordingly, the Connected Transaction is exempt from the requirements of announcement

and independent shareholders’ approval under Chapter 14A of the Listing Rules.

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio of

the proposed transactions under the Novation Agreement I is more than 5% but less than

25%, the proposed transaction under the Novation Agreement I constitute a discloseable

transaction of the Company and is subject to the notification and announcement

requirements under Chapter 14 of the Listing Rules but is exempt from the shareholders’

approval requirement.

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio

of the proposed transactions under the Novation Agreement II, Novation Agreement III

and Novation Agreement IV, on an aggregated basis, is more than 5% but less than 25%,

the proposed transactions under the Novation Agreement II, Novation Agreement III and

Novation Agreement IV constitute discloseable transactions of the Company and are subject

to the notification and announcement requirements under Chapter 14 of the Listing Rules

but are exempt from the shareholders’ approval requirement.


the proposed transactions under the Bareboat Charters, on an aggregated basis, is more than

25% but less than 75%, the proposed transactions under the Bareboat Charters constitute

major transactions of the Company and are subject to the notification, announcement and

shareholders’ approval requirements under Chapter 14 of the Listing Rules.

Pursuant to Rule 14.44(2) of the Listing Rules, CSSC International, which holds more than

50% of the total issued share capital of the Company, will give its written approval for

the Bareboat Charters in lieu of holding a shareholders’ meeting. Accordingly, no general

meeting will be convened by the Company to approve the proposed transactions under the

Bareboat Charters.

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A circular containing, among other things, the information required under the Listing Rules

in relation to the Bareboat Charters will be despatched to the shareholders of the Company

within 15 business days after the publication of this announcement i.e. on or before 13

December 2019.

The Company intends to execute the Novation Agreements and the Bareboat Charters upon

obtaining shareholder’s approval on the proposed transactions under the Bareboat Charters

by way of written shareholder’s approval pursuant to Rule 14.44(2) of the Listing Rules.

The Company will make further announcement(s) in respect of the Novation Agreements

and the Bareboat Charters as and when appropriate in compliance with the Listing Rules.

The Board wishes to emphasise that no binding agreement in relation to the proposed

transactions under the Novation Agreements and the Bareboat Charters has been

entered into as at the date of this announcement. As such, the proposed transactions

may or may not proceed. Shareholders and potential investors are advised to exercise

caution when dealing in the shares of the Company.

1. INTRODUCTION

The Board is pleased to announce that, on 22 November 2019, the Board has approved

the following proposed transactions:

(i) Fortune VGAS Shipping I as the new buyer, being the Company’s wholly-owned

SPV, may enter into the Novation Agreement I with Wideshine Maritime Limited

as the original buyer, Jiangnan Shipyard (Group) Co., Ltd. as the builder and

Gas Pisces as charterer pursuant to which all rights and obligations of Wideshine

Maritime Limited under the Shipbuilding Contract I in relation to the acquisition of

the Newbuilding Vessel I are intended to be transferred to Fortune VGAS Shipping

I, for an estimated consideration of approximately US$74,780,000, which is

equivalent to the shipbuilding price of Newbuilding Vessel I, subject to the terms

and conditions of the Novation Agreement I and Shipbuilding Contract I;

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(ii) Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune VGAS

Shipping IV (collectively, as the new buyers), being the Company’s wholly-owned

SPVs, may enter into the Novation Agreement II, the Novation Agreement III

and the Novation Agreement IV, respectively with Sinogas Maritime Limited as

the original buyer, China Shipbuilding Trading Company, Limited and Jiangnan

Shipyard (Group) Co., Ltd. (collectively, as the builders) and Gas Virgo, Gas

Sagittarius and Gas Capricorn (collectively, as the charterers) pursuant to which

all rights and obligations of Sinogas Maritime Limited under the Shipbuilding

Contract II, the Shipbuilding Contract III and the Shipbuilding Contract IV in

relation to the acquisition of the Newbuilding Vessel II, Newbuilding Vessel III and

Newbuilding Vessel IV are intended to be transferred to Fortune VGAS Shipping

II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV respectively, for

an estimated consideration of approximately US$222,000,000, which is equivalent

to the aggregate shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel

III and Newbuilding Vessel IV, subject to the terms and conditions of the relevant

Novation Agreements and Shipbuilding Contracts; and

(iii) Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping

III and Fortune VGAS Shipping IV, being the Company’s wholly-owned SPVs,

may enter into the Bareboat Charters with the Charterers, pursuant to which

Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping

III and Fortune VGAS Shipping IV intend to lease the Vessels to the Charterers

at a total estimated charterhire to be payable by the Charterers of approximately

US$376,691,416 ( including est imated lease interest of approximately

US$92,964,748).

2. DETAILS OF THE NOVATION AGREEMENTS

Parties to the Novation Agreement I

New Buyer Fortune VGAS Shipping I, being the Company’s wholly-

owned SPV

Original Buyer Wideshine Maritime Limited

Builder Jiangnan Shipyard (Group) Co., Ltd.

Charterer Gas Pisces

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Parties to the Novation Agreement II, the Novation Agreement III and the Novation

Agreement IV

New Buyers Fortune VGAS Shipping II (in the case of the Novation

Agreement II), Fortune VGAS Shipping III (in the case of

the Novation Agreement III) and Fortune VGAS Shipping

IV (in the case of the Novation Agreement IV), being the

Company’s wholly-owned SPVs

Original Buyer Sinogas Maritime Limited

Builders China Shipbuilding Trading Company, Limited and Jiangnan

Shipyard (Group) Co., Ltd.

Charterers Gas Virgo, Gas Sagittarius and Gas Capricorn

To the best of the Directors’ knowledge, information and belief, and having made all

reasonable enquiries, each of the original buyers and the Charterers under the Novation

Agreements and their ultimate beneficial owners are Independent Third Parties.

Each of the builders under the Novation Agreements is a wholly-owned subsidiary of

CSSC Group, which is an indirect controlling shareholder of the Company holding

approximately 74.99% of the issued share capital of the Company, and therefore is a

connected person (as defined in the Listing Rules) of the Company.

Subject Matter

Pursuant to the Novation Agreement I, all rights and obligations of Wideshine Maritime

Limited under the Shipbuilding Contract I shall be transferred to Fortune VGAS

Shipping I subject to the terms and conditions of the Novation Agreement I. Jiangnan

Shipyard (Group) Co., Ltd. intends to acknowledge and give consent and agreement to

the aforementioned novation.

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Pursuant to the Novation Agreement II, the Novation Agreement III and the Novation

Agreement IV, all rights and obligations of Sinogas Maritime Limited under the

Shipbuilding Contract II, the Shipbuilding Contract III and the Shipbuilding Contract

IV shall be transferred to Fortune VGAS Shipping II, Fortune VGAS Shipping III and

Fortune VGAS Shipping IV, respectively subject to the terms and conditions of the

Novation Agreement II, the Novation Agreement III and the Novation Agreement IV

respectively. Each of China Shipbuilding Trading Company, Limited and Jiangnan

Shipyard (Group) Co., Ltd. intends to acknowledge and give consent and agreement to

the aforementioned novations.

Vessels to be acquired

The vessel proposed to be acquired under Novation Agreement I is a 86k CBM liquefied

gas carrier, namely Newbuilding Vessel I, and is of an estimated value of approximately

US$74,780,000, which is equivalent to the shipbuilding price of the Newbuilding Vessel

I pursuant to Shipbuilding Contract I. The Newbuilding Vessel I is expected to be

delivered by 30 September 2021.

The vessels proposed to be acquired under Novation Agreement II, Novation Agreement

III and Novation Agreement IV are three 86k CBM liquefied gas carriers, namely,

Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV, and are of

an aggregate estimated value of approximately US$222,000,000, which is equivalent

to the aggregate shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel

III and Newbuilding Vessel IV pursuant to the relevant Shipbuilding Contracts. The

Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding Vessel IV are expected

to be delivered by 30 September 2021, 30 November 2021, and 31 December 2021,

respectively.

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Consideration

Novation Agreement I

The estimated consideration under Novation Agreement I is approximately

US$74,780,000, which is equivalent to the shipbuilding price of the Newbuilding Vessel

I, subject to the terms and conditions of the Novation Agreement I and Shipbuilding

Contract I. Upon execution of Novation Agreement I, Fortune VGAS Shipping I

will be liable to pay 5% of the shipbuilding price of Newbuilding Vessel I, which is

approximately US$3,739,000, to an entity as nominated by Gas Pisces, the charterer in

respect of Newbuilding Vessel I, subject to and pursuant to the terms under the Novation

Agreement I. The remaining shipbuilding price of Newbuilding Vessel I will be paid to

the builder, Jiangnan Shipyard (Group) Co., Ltd., subject to and pursuant to the terms

under Novation Agreement I and Shipbuilding Contract I.

Novation Agreement II, Novation Agreement III and Novation Agreement IV

The estimated consideration under Novation Agreement II, Novation Agreement III

and Novation Agreement IV is approximately US$222,000,000, which is equivalent to

the aggregate shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel III and

Newbuilding Vessel IV, subject to the terms and conditions of the relevant Novation

Agreements and Shipbuilding Contracts. Upon execution of Novation Agreement II,

Novation Agreement III and Novation Agreement IV, Fortune VGAS Shipping II,

Fortune VGAS Shipping III and Fortune VGAS Shipping IV will be liable to pay

5% of the shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel III and

Newbuilding Vessel IV, which is approximately US$11,100,000, to the builders,

China Shipbuilding Trading Company, Limited and Jiangnan Shipyard (Group) Co.,

Ltd., subject to and pursuant to the terms under the relevant Novation Agreements.

The remaining shipbuilding price of Newbuilding Vessel II, Newbuilding Vessel III

and Newbuilding Vessel IV will be paid to the builders, China Shipbuilding Trading

Company, Limited and Jiangnan Shipyard (Group) Co., Ltd., subject to and pursuant to

the terms under the relevant Novation Agreements and Shipbuilding Contracts.

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The terms of the Novation Agreements (including the purchase price of the Vessels)

are determined after arm’s length negotiation between the parties, with reference to the

prevailing market values for the construction of similar vessels, as ascertained from

industry reports and recent comparable transactions in the industry, as well as payment

terms and delivery dates that meet the Company’s requirements and agreed between a

willing buyer and a willing seller.

The consideration payable under the Novation Agreements is expected to be settled with

the internal funds of Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune

VGAS Shipping III and Fortune VGAS Shipping IV and the bank borrowings.

Payment Guarantee

Under the Novation Agreements, the Company will issue payment guarantees in

favour of the builders under the Shipbuilding Contracts to guarantee the obligations of

Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III and

Fortune VGAS Shipping IV under the relevant Shipbuilding Contracts as novated and

supplemented by the relevant Novation Agreements.

Refund Guarantee

Pursuant to the Shipbuilding Contracts, the builder(s) shall provide a bank guarantee to

the original buyer to guarantee the repayment of the first and second instalments of the

Contractual Shipbuilding Price (the “Refund Guarantee”). The Refund Guarantee can

be called upon should the relevant Shipbuilding Contract is rescinded or cancelled by

the original buyer in accordance with its terms and conditions. Upon execution of the

Novation Agreements, Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune

VGAS Shipping III and Fortune VGAS Shipping IV (as the case may be) will be the

beneficiaries under the Refund Guarantee.

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3. DETAILS OF THE BAREBOAT CHARTERS

Parties

Owners Fortune VGAS Shipping I, Fortune VGAS Shipping II,

Fortune VGAS Shipping III and Fortune VGAS Shipping IV,

being the Company’s wholly-owned SPVs

Charterers Gas Pisces, Gas Virgo, Gas Sagittarius and Gas Capricorn

To the best of the Directors’ knowledge, information and belief, and having made all

reasonable enquiries, the Charterers and their ultimate beneficial owners are Independent

Third Parties.

Subject Matter

Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III

and Fortune VGAS Shipping IV intend to lease the Vessels to the Charterers at a total

estimated charterhire to be payable by the Charterers of approximately US$376,691,416

(including estimated lease interest of approximately US$92,964,748). On the last date

of the Charter Period, the Charterers are obliged to purchase the Vessels or cause their

nominees to purchase the Vessels from Fortune VGAS Shipping I, Fortune VGAS

Shipping II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV at a final

consideration as agreed by the parties under the Bareboat Charters.

Vessels to be leased

The Vessels proposed to be leased are four 86k CBM liquefied gas carriers consisting of

Newbuilding Vessel I, Newbuilding Vessel II, Newbuilding Vessel III and Newbuilding

Vessel IV and are of an aggregate value of approximately US$296,780,000, which is

equivalent to the aggregate shipbuilding price of the Vessels pursuant to the relevant

Shipbuilding Contracts. The Newbuilding Vessel I, Newbuilding Vessel II, Newbuilding

III and Newbuilding Vessel IV are expected to be delivered by 30 September 2021, 30

September 2021, 30 November 2021 and 31 December 2021, respectively.

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Charter Period

The charter period of the Vessels shall be a period of 120 months commencing from the

Actual Delivery Date.

Charterhire and Interest

Pursuant to the Bareboat Charters, Fortune VGAS Shipping I, Fortune VGAS Shipping

II, Fortune VGAS Shipping III and Fortune VGAS Shipping IV intend to lease the

Vessels to the Charterers at a total estimated charterhire to be payable by the Charterers

of approximately US$376,691,416 (including estimated lease interest of approximately

US$92,964,748), which shall be payable by the Charterers in 120 payments.

The terms of the Bareboat Charters (including the charterhire, the charterhire interest

and other expenses thereunder) are determined after arm’s length negotiation between

the Charterers and Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune

VGAS Shipping III and Fortune VGAS Shipping IV, with reference to (i) the aggregate

shipbuilding price of the Vessels pursuant to the relevant Shipbuilding Contracts; and (ii)

the prevailing market price of comparable financial leasing services in the industry.

Upon occurrence of certain termination events under the Bareboat Charters, the Standby

Charterer will enter into standby charters with the respective Owners in respect of the

Vessels.

Guarantee and Other Security

In connection with the proposed transactions contemplated under the Novation

Agreements and the Bareboat Charters, the following guarantee and security documents

are intended to be entered into:

(i) four deeds of guarantee are intended to be entered into by Sinogas Maritime

Limited as guarantor, in favour of the respective Owners, pursuant to which

Sinogas Maritime Limited will irrevocably and unconditionally guarantee, among

others, the punctual performance by the Charterers of all their obligations under

the Bareboat Charters;

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(ii) four deeds of charge in respect of the Charterers are intended to be entered into by

the Chargor and the respective Owners as chargees, pursuant to which the Chargor

will charge to the respective Owners by way of first fixed charge all of its rights,

title, benefits and interest in the shares and certain interests in the Charterers;

(iii) four deeds of charterers’ assignment in respect of the Vessels are intended to be

entered into by the respective Charterers as assignors and the respective Owners

as assignees, pursuant to which the Charterers will, among other things, assign

absolutely and unconditionally to the respective Owners all of their rights, titles

and interests in certain assigned properties including insurance, earning and charter

rights in respect of the Vessels;

(iv) four deeds of standby-charterers’ assignment in respect of the Vessels are intended

to be entered into by the Standby Charterer as assignor and the respective Owners

as assignees, pursuant to which the Standby Charterer will, among other things,

assign absolutely and unconditionally to the respective Owners all its right, title

and interest in certain assigned properties including insurance, earning and charter

rights in respect of the Vessels; and

(v) four manager’s undertakings in respect of the Vessels are intended to be given by

the Manager, pursuant to which the Manager will irrevocably and unconditionally

undertake with the respective Owners, that, among other things, all claims the

Manager may have against or in connection with the Vessels shall rank after and

subordinate to all of the rights and claims of the respective Owners.

4. REASONS FOR AND BENEFITS OF ENTERING INTO THE NOVATION AGREEMENTS AND THE BAREBOAT CHARTERS

The Novation Agreements and the Bareboat Charters to be entered into by Fortune

VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III and Fortune

VGAS Shipping IV are in their ordinary course of business.

The Directors believe that entering into the Novation Agreements and the Bareboat

Charters will strengthen the Group’s leasing business and is consistent with the Group’s

overall business development strategies. The Directors are of the view that the terms of

the Novation Agreements and the Bareboat Charters are fair and reasonable and are in

the interests of the Company and its shareholders as a whole.

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5. INFORMATION OF PARTIES

Information of the Company

The Company is a shipyard-affiliated leasing company and is principally engaged in the

provision of leasing services.

Information of Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune

VGAS Shipping III and Fortune VGAS Shipping IV

Fortune VGAS Shipping I, Fortune VGAS Shipping II, Fortune VGAS Shipping III and

Fortune VGAS Shipping IV, which were incorporated under the laws of the Republic of

Singapore, are wholly-owned SPVs of the Company and are principally engaged in ship

leasing business.

Information of the builders under the Novation Agreements

Jiangnan Shipyard (Group) Co., Ltd. is a corporation organized and existing under

the laws of the People’s Republic of China and is principally engaged in shipbuilding

business.

China Shipbuilding Trading Company, Limited is a corporation organized and existing

under the laws of the People’s Republic of China and is principally engaged in providing

trading service for maritime industry.



approximately 74.99% of the issued share capital of the Company, and therefore is a

connected person (as defined in the Listing Rules) of the Company.

Information of the original buyers under the Novation Agreements

Wideshine Maritime Limited is a company incorporated under the laws of Hong Kong

with limited liability and is principally engaged in shipping business.

Sinogas Maritime Limited is a company incorporated under the laws of Hong Kong with

limited liability and is principally engaged in shipping business.

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To the best of the Directors’ knowledge, information and belief, and having made

all reasonable enquiries, each of Wideshine Maritime Limited and Sinogas Maritime

Limited and their respective ultimate beneficial owners are Independent Third Parties

and are not connected persons (as defined in the Listing Rules) to each other.

Information of the Charterers

Gas Pisces, Gas Virgo, Gas Sagittarius and Gas Capricorn are companies incorporated

under the laws of the Republic of Singapore and are principally engaged in shipping

business. To the best of the Directors’ knowledge, information and belief, and having

made all reasonable enquiries, each of the Charterers and their respective ultimate

beneficial owners are Independent Third Parties.

6. LISTING RULES IMPLICATIONS



approximately 74.99% of the issued share capital of the Company, and therefore is

a connected person (as defined in the Listing Rules) of the Company. Accordingly,

the proposed transactions contemplated under the Novation Agreements constitute

connected transactions of the Company under the Listing Rules (the “Connected

Transactions”).

As disclosed in the prospectus of the Company dated 28 May 2019, the Stock Exchange

has granted to the Company a waiver from strict compliance with the announcement

and/or independent shareholders’ approval requirements (as the case may be) under

Chapter 14A of the Listing Rules in respect of the continuing connected transactions in

relation to the purchase of vessels from CSSC Group and/or its associates, subject to

certain conditions. The Directors are of the view that such waiver would apply to the

Connected Transactions. Accordingly, the Connected Transactions are exempt from the

requirements of announcement and independent shareholders’ approval under Chapter

14A of the Listing Rules.

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the proposed transaction under the Novation Agreement I is more than 5% but less than

25%, the proposed transaction under the Novation Agreement I constitutes a discloseable

transaction of the Company and is subject to the notification and announcement

requirements under Chapter 14 of the Listing Rules but is exempt from the shareholders’

approval requirements.


of the proposed transactions under the Novation Agreement II, Novation Agreement

III and Novation Agreement IV, on an aggregated basis, is more than 5% but less than

25%, the proposed transactions under the Novation Agreement II, Novation Agreement

III and Novation Agreement IV constitute discloseable transactions of the Company and

are subject to the notification and announcement requirements under Chapter 14 of the

Listing Rules but are exempt from the shareholders’ approval requirement.


of the proposed transactions under the Bareboat Charters, on an aggregated basis, is

more than 25% but less than 75%, the proposed transactions under the Bareboat Charters

constitute major transactions of the Company and are subject to the notification,

announcement and shareholders’ approval requirements under Chapter 14 of the Listing

Rules.

To the best of the knowledge, information and belief of the Directors having made

all necessary enquiries, no shareholders of the Company or any of their respective

associates have any material interest in the proposed transactions under the Bareboat

Charters. Therefore, no shareholders of the Company would be required to abstain

from voting under the Listing Rules if the Company were to convene a general meeting

for obtaining shareholders’ approval for the Bareboat Charters. As at the date of this

announcement, CSSC International owns and controls a total of 4,602,046,234 Shares,

representing approximately 74.99% of the total issued shares of the Company. As such,

pursuant to Rule 14.44(2) of the Listing Rules, CSSC International, which holds more

than 50% of the total issued shares of the Company, will give its written approval for the

Bareboat Charters in lieu of holding a shareholders’ meeting. Accordingly, no general

meeting will be convened by the Company to approve the proposed transactions under

the Bareboat Charters.

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A circular containing, among other things, the information required under the Listing

Rules in relation to the Bareboat Charters will be despatched to the shareholders of the

Company within 15 business days after the publication of this announcement i.e. on or

before 13 December 2019.

The Company intends to execute the Novation Agreements and the Bareboat Charters

upon obtaining shareholder’s approval on the proposed transactions under the Bareboat

Charters by way of written shareholder’s approval pursuant to Rule 14.44(2) of the

Listing Rules. The Company will make further announcement(s) in respect of the

Novation Agreements and the Bareboat Charters as and when appropriate in compliance

with the Listing Rules.

The Board wishes to emphasise that no binding agreement in relation to the

proposed transactions under the Novation Agreements and the Bareboat Charters

has been entered into as at the date of this announcement. As such, the proposed

transactions may or may not proceed. Shareholders and potential investors are

advised to exercise caution when dealing in the shares of the Company.

7. DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions

shall have the following meanings:

“Actual Delivery Date” the date of delivery of the Vessels by the Owners to the

Charterers under the Bareboat Charters

“associate” has the meaning given to such term in the Listing Rules

“Bareboat Charters” the bareboat charters proposed to be entered into between

each of the Owners and each of the Charterers with

respect to the Vessels

“Board” the board of Directors

“CBM” cubic meter

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“Chargor” Ocean Vigour Limited, a company incorporated under the

laws of the British Virgin Islands with limited liability, an

Independent Third Party and the registered and beneficial

owner of each of the Charterers

“Charterers” Gas Pisces, Gas Virgo, Gas Sagittarius and Gas Capricorn

“Charter Period” a period of 120 months commencing from the Actual

Delivery Date

“Company” CSSC (Hong Kong) Shipping Company Limited（中國船舶（香港）航運租賃有限公司）, a company incorporated

under the laws of Hong Kong with limited liability on

25 June 2012, the shares of which are listed on the Main

Board of the Stock Exchange (stock code: 3877)

“Contractual

Shipbuilding Price”

the contract price as stipulated in the Shipbuilding

Contract I, the Shipbuilding Contract II, the Shipbuilding

Contract III or the Shipbuilding Contract IV (as the case

may be) which, as at the date of this announcement,

is at an estimate of US$74,780,000 (in the case of the

Newbuilding Vessel I under Shipbuilding Contract I)

or US$74,000,000 (in the case of each of Newbuilding

Vessel II, Newbuilding Vessel III and Newbuilding Vessel

IV under Shipbuilding Contract II, the Shipbuilding

Cont rac t I I I and the Sh ipbui ld ing Cont rac t IV,

respectively), subject to any adjustment in accordance

with the terms thereof

“CSSC Group” China State Shipbuilding Corporation Limited*（中國船舶工業集團有限公司）, a wholly state-owned limited

liability company established under the laws of People’s

Republic of China on 29 June 1999

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“CSSC International” CSSC International Holding Company Limited, a

company incorporated under the laws of Hong Kong with

limited liability and wholly-owned by CSSC Group

“Director(s)” the director(s) of the Company

“Fortune VGAS

Shipping I”

Fortune VGAS Shipping I Pte . Ltd. , a company

incorporated under the laws of the Republic of Singapore

with limited liability and a wholly-owned SPV of the

Company

“Fortune VGAS

Shipping II”

Fortune VGAS Shipping II Pte. Ltd. , a company



Company

“Fortune VGAS

Shipping III”

Fortune VGAS Shipping III Pte. Ltd., a company



Company

“Fortune VGAS

Shipping IV”

Fortune VGAS Shipping IV Pte. Ltd., a company



Company

“Gas Capricorn” Gas Capricorn Pte. Ltd., a company incorporated under

the laws of the Republic of Singapore with limited

liability

“Gas Pisces” Gas Pisces Pte. Ltd., a company incorporated under the

laws of the Republic of Singapore with limited liability

“Gas Sagittarius” Gas Sagittarius Pte. Ltd., a company incorporated under

the laws of the Republic of Singapore with limited

liability

19

“Gas Virgo” Gas Virgo Pte. Ltd., a company incorporated under the

laws of the Republic of Singapore with limited liability

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the

People’s Republic of China

“Independent

Third Party”

any entity or person who, together with its ultimate

beneficial owner(s), as far as the Directors are aware after

having made all reasonable enquiries, are independent

of the Company and connected persons of the Company

within the meaning under the Listing Rules

“Listing Rules” the Rules Governing the Listing of Securities on The

Stock Exchange of Hong Kong Limited

“Manager” Sinogas Management Pte. Ltd, a company incorporated

under the laws of of the Republic of Singapore with

limited liability, an Independent Third Party and the

manager of each of the Vessels pursuant to the ship

management agreements in respect of the Vessels

“Newbuilding Vessel I” one 86k CBM liquefied gas carrier and bearing the

builder’s hull number H2629

“Newbuilding Vessel II” one 86k CBM liquefied gas carrier and bearing the


“Newbuilding

Vessel III”

one 86k CBM liquefied gas carrier and bearing the


“Newbuilding

Vessel IV”

one 86k CBM liquefied gas carrier and bearing the


“Novation Agreements” the Novation Agreement I, the Novation Agreement II, the

Novation Agreement III and the Novation Agreement IV

20

“Novation Agreement I” the novation agreement proposed to be entered into among

Fortune VGAS Shipping I, Wideshine Maritime Limited,

Jiangnan Shipyard (Group) Co., Ltd. and Gas Pisces,

pursuant to which the rights and obligations of Wideshine

Maritime Limited under the Shipbuilding Contract I will

be transferred to Fortune VGAS Shipping I

“Novation

Agreement II”

the novation agreement proposed to be entered into among

Fortune VGAS Shipping II, Sinogas Maritime Limited,

China Shipbuilding Trading Company, Limited, Jiangnan

Shipyard (Group) Co., Ltd. and Gas Virgo, pursuant to

which the rights and obligations of Sinogas Maritime

Limited under the Shipbuilding Contract II will be

transferred to Fortune VGAS Shipping II

“Novation

Agreement III”


Fortune VGAS Shipping III, Sinogas Maritime Limited,


Shipyard (Group) Co., Ltd. and Gas Sagittarius, pursuant

to which the rights and obligations of Sinogas Maritime

Limited under the Shipbuilding Contract III will be

transferred to Fortune VGAS Shipping III

“Novation

Agreement IV”


Fortune VGAS Shipping IV, Sinogas Maritime Limited,


Shipyard (Group) Co., Ltd. and Gas Capricorn, pursuant

to which the rights and obligations of Sinogas Maritime

Limited under the Shipbuilding Contract IV will be

transferred to Fortune VGAS Shipping IV

“Owners” Fortune VGAS Shipping I, Fortune VGAS Shipping II,

Fortune VGAS Shipping III and Fortune VGAS Shipping

IV, being the Company’s wholly-owned SPVs

“Shares” ordinary share(s) of the Company

21

“Shipbuilding

Contracts”

the Shipbuilding Contract I, the Shipbuilding Contract

II, the Shipbuilding Contract III and the Shipbuilding

Contract IV

“Shipbuilding

Contract I”

a building contract dated 9 August 2019 as supplemented

by an addendum no. 1 dated 22 August 2019 made

between Jiangan Shipyard (Group) Co. Ltd. and

Wideshine Maritime Limited for the purchase of the

Newbuilding Vessel I by Wideshine Maritime Limited

“Shipbuilding

Contract II”

a building contract dated 30 August 2019 made between

Sinogas Maritime Limited, China Shipbuilding Trading

Company, Limited and Jiangnan Shipyard (Group) Co.,

Ltd. for the purchase of the Newbuilding Vessel II by

Sinogas Maritime Limited

“Shipbuilding

Contract III”




Ltd. for the purchase of the Newbuilding Vessel III by


“Shipbuilding

Contract IV”




Ltd. for the purchase of the Newbuilding Vessel IV by


“SPV(s)” special purpose vehicle(s)

“Standby Charterer” Tianjin Southwest Maritime Ltd. *（天津西南海运有限公司）, a company incorporated under the laws of People’s

Republic of China with limited liability, an Independent

Third Party

“Stock Exchange” The Stock Exchange of Hong Kong Limited

22

“US$” United States dollars, the lawful currency of the United

States of America

“Vessels” consisting of the Newbuilding Vessel I, the Newbuilding

Vessel II, the Newbuilding Vessel III and the Newbuilding

Vessel IV, each a “Vessel”

“%” per cent

The English translations of company names in Chinese which are marked with “*” are for

identification purpose only.

By order of the Board

CSSC (Hong Kong) Shipping Company Limited

Yang Li

Chairman

Hong Kong, 22 November 2019

As at the date of this announcement, the Board comprises Mr. Yang Li and Mr. Hu Kai as

executive Directors, Mr. Li Wei, Mr. Zhong Jian and Mr. Zou Yuanjing as non-executive

Directors, and Dr. Wong Yau Kar David, Mdm. Shing Mo Han Yvonne and Mr. Li Hongji as

independent non-executive Directors.

cssc (hong kong) shipping company limitedwithin 15 business days after the publication of this...

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