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HK Bourse: Announcement From Xiamen International Port Co. Ltd. -2-

8 Sep 2017 9:23 am
 
 
 
Subject    matter    and XCTG provides an irrevocable joint liability guarantee for the 
duration                 debts owed by Xinhaida under the Finance Lease Agreement for 
                         a period from the effective date of Finance Lease Agreement up 
                         to and until 6 months after Xinhaida's discharge of its final debt 
                         owed under the Finance Lease Agreement. 
 
 
REASONS FOR AND BENEFITS FOR THE ENTERING INTO OF THE FINANCE 
LEASE AGREEMENTAND THE GUARANTEE CONTRACT 
 
The Board is of the view that the entering into of the Finance Lease Agreement is beneficial 
to the Group and the Shareholders as a whole given (i) the finance lease arrangement 
contemplated thereunder enables Xinhaida to improve its terminal operational capacity and 
competitiveness at an appropriate finance costs; and (ii) Xinhaida can rely on the extensive 
experience and expertise of Xiamen HXS to better implement the finance lease arrangement 
contemplated under the Finance Lease Agreement, whilst the entering into of the Guarantee 
Contract is a standard practice as an ancillary arrangement of finance lease business in the 
PRC market, which is beneficial to the smooth implementation of the abovementioned 
finance lease arrangement by Xinhaida. 
 
The Directors (including all the independent non-executive Directors) have approved the 
entering into of the Finance Lease Agreement and the Guarantee Contract and the 
transactions contemplated thereunder. They have considered the terms thereof and are of the 
view that the same are on normal commercial terms, are concluded in the ordinary and usual 
course of business of the Group, and are fair and reasonable and in the interests of the Group 
and the Shareholders as a whole. 
 
Since (i) Mr. Cai Liqun, being a deputy general manager of Xiamen Port Holding; (ii) Mr. 
Chen Dingyu, being the chairman of Xiamen Port Holding; (iii) Mr. Fu Chengjing, being a 
deputy general manager and the chief accountant of Xiamen Port Holding; (iv) Mr. Huang 
Zirong, being the chief engineer of Xiamen Port Holding; and (v) Ms. Bai Xueqing, being a 
deputy general manager of Xiamen Port Holding, have a material interest in the Finance 
Lease Agreement and the Guarantee Contract, each of them is required to abstained, and has 
abstained, from voting on the resolutions passed by the Board for approving the entering into 
 
 
                                              4 
of the Finance Lease Agreement and the transactions contemplated thereunder as required 
under the Listing Rules and the applicable rules and regulations. 
 
LISTING RULES IMPLICATIONS 
 
Since Xiamen HXS is a non-wholly owned subsidiary of Xiamen Port Holding, the 
controlling shareholder and a connected person of the Company, Xiamen HXS is also a 
connected person of the Company under the Listing Rules. Accordingly, the transactions 
contemplated under the Finance Lease Agreement, on a stand-alone basis and when 
aggregating with the finance lease arrangements that XCTG has previously entered into with 
Xiamen HXS as disclosed in the Company's announcement dated 19 September 2016, 
constitute connected transactions of the Company under the Listing Rules. In addition, the 
transaction contemplated under the Guarantee Contract also constitutes connected transaction 
of the Company. 
 
As the highest applicable Relevant Ratio is more than 0.1% but less than 5%, the transactions 
contemplated under the Finance Lease Agreement and the Guarantee Contract will be subject 
to the reporting and announcement requirements as set out in Chapter 14A of the Listing 
Rules, but will be exempted from independent Shareholders' approval. 
 
GENERAL 
 
The Group is the largest port terminal operator in Xiamen, the PRC. It is also the only group 
providing full scale port integrated logistics services in Xiamen. The Group is principally 
engaged in, inter alia, (i) container loading and unloading and storage for international and 
domestic trade; (ii) bulk/general cargo loading and unloading and storage for international 
and domestic trade; and (iii) port integrated logistics services, which mainly include shipping 
agency, tallying, tugboat-assisted berthing and unberthing and port-related logistics in 
Xiamen. 
 
Xiamen HXS is principally engaged in, inter alia, provision of finance lease, operating lease 
and commercial factoring services. 
 
DEFINITIONS 
 
In this announcement, the following expressions have the meanings set out below unless the 
context requires otherwise: 
 
"Board"                      the board of Directors of the Company 
 
"Company"                    Xiamen International Port Co., Ltd* ( 
                             ), a joint stock limited company incorporated in the PRC, the 
                             H Shares of which are listed on the Stock Exchange 
 
 
"connected person"           has the meaning ascribed thereto under the Listing Rules 
 
"Commission Fee"             the commission fee payable under the Finance Lease Agreement 
 
"Director(s)"                the director(s) of the Company 
 
 
 
                                              5 
"Equipment"             two sets of 65-tonnes 66-metre coastal container bridge cranes 
 
"Finance Lease          the finance lease agreement dated 8 September 2017 entered into 
Agreement"              by and between Xinhaida and Xiamen HXS 
 
"Group"                 the Company and its subsidiaries 
 
"Guarantee Contract"    the guarantee contract dated 8 September 2017 entered into by 
                        and between XCTG and Xiamen HXS 
 
"Hong Kong"             The Hong Kong Special Administrative Region of the PRC 
 
"Lease Consideration"   the equipment lease consideration to be paid by Xinhaida to 
                        Xiamen HXS under the Finance Lease Agreement 
 
"Listing Rules"         the Rules Governing the Listing of Securities on the Stock 
                        Exchange 
 
"PRC"                   the People's Republic of China which, for the purpose of this 
                        announcement, excludes Hong Kong, Macau and Taiwan 
 
"Relevant Ratios"       the five ratios as set out in Rule 14.07 of the Listing Rules 
 
"RMB"                   Renminbi, the lawful currency of the PRC 
 
"Share(s)"              shares of nominal value RMB1.00 each in the share capital of the 
                        Company 
 
"Shareholder(s) "       holder(s) of Shares 
 
"Stock Exchange"        The Stock Exchange of Hong Kong Limited 
 
"Supplier"              Shanghai Zhenhua Heavy Industries Co., Ltd.* ( 
                        ()) 
 
"XCTG"                  Xiamen Container Terminal Group Co., Ltd.* ( 
                        ), a non-wholly owned subsidiary of the Company 
 
"Xiamen Port Holding"   Xiamen Port Holding Group Co., Ltd.* ( 
                        ), a wholly state-owned company incorporated in the PRC 
                        and the controlling shareholder of the Company with 
                        approximately 63.14% share interest in the Company 
 
"Xiamen HXS"            Xiamen Haixinsheng Financial Leasing Co., Ltd.* ( 
                        ), a non-wholly owned subsidiary of Xiamen 
                        Port Holding 
 
"Xinhaida"              Xiamen Haicang Xinhaida Container Terminals Co., Ltd.* ( 
                                     ), an indirect non-wholly 
 
 
                                          6 
                                     owned subsidiary of the Company 
 
"%"                                per cent 
 
 
 
 
 
Source: Hong Kong Exchanges & Clearing 
 
 

(END) Dow Jones Newswires

September 08, 2017 05:23 ET (09:23 GMT)
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