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) DISCLOSEABLE TRANSACTION VESSEL PURCHASE AGREEMENTS AND RESUMPTION OF TRADING The Board is pleased to announce that the Vessel Purchase Agreements were entered into on 19 May 2015 (Brazil time), between China Ore Shipping as buyer and Vale Shipping as seller for the purchase of the Vessels at an aggregate consideration of approximately US$445 million. As one or more of the applicable percentage ratios in respect of the Vessel Purchase Agreements, on an aggregated basis, exceed 5% but are below 25%, the entering into of the Vessel Purchase Agreements constitute a discloseable transaction for the Company subject to the announcement requirement under Chapter 14 of the Listing Rules. At the request of the Company, dealing in the Shares has been halted with effect from 9:00 a.m. on 20 May 2015 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 21 May 2015 following the publication of this announcement. Reference is made to the announcement of the Company dated 12 September 2014 on the framework agreement in relation to, amongst other things, cooperation on seaborne cargo transportation between COSCO Bulk, a wholly-owned subsidiary of the Company, and Vale International and the purchase of four very large ore carriers owned by Vale International by COSCO Bulk. The Board is pleased to announce that 1
the Vessel Purchase Agreements were entered into on 19 May 2015 (Brazil time), between China Ore Shipping, a 51% subsidiary of COSCO Bulk, as buyer and Vale Shipping, a subsidiary of Vale International, as seller for the purchase of the Vessels at an aggregate consideration of approximately US$445 million. The following sets forth the principal terms of the Vessel Purchase Agreements: VESSEL PURCHASE AGREEMENTS Date 19 May 2015 (Brazil time) Parties (a) China Ore Shipping as buyer; and (b) Vale Shipping as seller. Subject matter Pursuant to the Vessel Purchase Agreements, the Seller has agreed to sell and deliver and the Buyer has agreed to purchase the Vessels at an aggregate consideration of approximately US$445 million. Consideration and payment terms The aggregate consideration for the purchase of the Vessels is approximately US$445 million. The Buyer shall pay the aggregate consideration and such other payments due to the Seller under the Vessel Purchase Agreements (free of bank charges) on the date of delivery of the Vessels. The payment should be made not later than five Banking Days from the date on which notice of readiness and other required delivery documents have been given to the Buyer in accordance with the relevant terms of Vessel Purchase Agreements to the designated bank account. Delivery Delivery of the Vessels is expected to be made on 2 June 2015. 2
REASONS FOR AND BENEFITS OF ENTERING INTO THE VESSEL PURCHASE AGREEMENTS The Vessels are second-hand very large ore carriers which were built between 2013 and 2014. The Company entered into the Vessel Purchase Agreements in order to upgrade the fleets of very large ore carriers of the Group and improve the competitiveness of its shipping fleet as a whole. The consideration payable by the Group under the Vessel Purchase Agreements was arrived at after arm s length negotiations between the parties. The consideration was determined principally based on the prevailing market price for the purchase of similar vessels. The Directors (including the independent non-executive Directors) consider that the terms of the Vessel Purchase Agreements are fair and reasonable, and in the interests of the Group and the Shareholders as a whole. The Company will finance the consideration payable under the Vessel Purchase Agreements from internal resources and bank borrowings. INFORMATION ABOUT THE GROUP The Company was established in the PRC on 3 March 2005. The Group provides a wide range of container shipping, dry bulk shipping, terminal and container leasing services covering the whole shipping value chain for both international and domestic customers. INFORMATION ABOUT THE PARTIES TO THE VESSEL PURCHASE AGREEMENTS COSCO Bulk is a limited liability company established in the PRC and a wholly-owned subsidiary of the Company. Its principal business is bulk cargo transportation. China Ore Shipping is a limited liability company incorporated in the Singapore principally engaged in specialised iron ore shipping and dry bulk cargo business. As at the date of this announcement, China Ore Shipping was held by COSCO Bulk and China Shipping Development as to 51% and 49%, respectively. Vale Shipping is a limited liability company incorporated in the Singapore and a subsidiary of Vale International. Its principally engaged in owning, chartering and operating of vessels. 3
Vale International is a limited liability company incorporated in the Switzerland and is principally engaged in trading. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, Vale Shipping and its ultimate beneficial owner is an independent third party and not a connected person (as defined in the Listing Rules) of the Company. IMPLICATIONS UNDER THE LISTING RULES As one or more of the applicable percentage ratios in respect of the Vessel Purchase Agreements, on an aggregated basis, exceed 5% but are below 25%, the entering into of the Vessel Purchase Agreements constitute a discloseable transaction for the Company subject to the announcement requirement under Chapter 14 of the Listing Rules. RESUMPTION OF TRADING At the request of the Company, dealing in the Shares has been halted with effect from 9:00 a.m. on 20 May 2015 pending the release of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in the Shares with effect from 9:00 a.m. on 21 May 2015 following the publication of this announcement. DEFINITIONS In this announcement, the following expressions have the meanings set out below unless the context requires otherwise: Banking Days Board Buyer or China Ore Shipping days on which banks are open in the PRC, Singapore, the United States of America and Hong Kong and in the place of closing (being Singapore) and in the Buyers nominated flag state (being Singapore) the board of Directors China Ore Shipping Pte. Ltd. ( ), a limited liability company incorporated under the laws of Singapore and an non wholly-owned subsidiary of COSCO Bulk and therefore a non-wholly owned subsidiary of the Company 4
China Shipping Development Company COSCO Bulk Director(s) Group Hong Kong Listing Rules PRC Seller or Vale Shipping Shareholder(s) Share(s) Stock Exchange China Shipping Development Co., Ltd.* ( ), a joint stock limited company established in the PRC, the H shares of which are listed on the Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange China COSCO Holdings Company Limited*( ), a joint stock limited company established in the PRC with limited liability, the H Shares of which are listed on the Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange China COSCO Bulk Shipping (Group) Co., Ltd.* ( ( ) ), a company established under the laws of the PRC with limited liability and a wholly-owned subsidiary of the Company the director(s) of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited the People s Republic of China Vale Shipping Singapore Pte. Ltd., a company incorporated under the laws of Singapore with limited liability and a subsidiary of Vale International holder(s) of the Shares ordinary share(s) (including A share(s) and H share(s) of the Company) of RMB1.00 each in the issued share capital of the Company The Stock Exchange of Hong Kong Limited 5
US$ Vale International Vessel(s) Vessel Purchase Agreements United States dollars, the lawful currency of the United States of America Vale International S.A., a company incorporated under the laws of Switzerland and a subsidiary of Vale S.A., a company incorporated in Brazil and the depositary receipts of which are listed on the Stock Exchange the four very large ore carriers to be purchased by the Buyer from the Seller pursuant to the terms and conditions of the Vessel Purchase Agreements the vessel purchase agreements entered into between the Buyer and the Seller dated 19 May 2015 (Brazil time) in respect of the purchase of the Vessels % per cent By Order of the Board China COSCO Holdings Company Limited Guo Huawei Company Secretary Beijing, the People s Republic of China 20 May 2015 As at the date of this announcement, the directors of the Company are Mr. MA Zehua 2 (Chairman), Mr. LI Yunpeng 1 (Vice Chairman), Ms. SUN Yueying 2, Mr. SUN Jiakang 1, Mr. YE Weilong 1, Mr. WANG Yuhang 2,Mr.WANMin 2, Mr. JIANG Lijun 1 (President), Dr. FAN HSU Lai Tai, Rita 3, Mr. KWONG Che Keung, Gordon 3, Mr. Peter Guy BOWIE 3 and Mr. YANG, Liang Yee Philip 3. 1 Executive director 2 Non-executive director 3 Independent non-executive director * For identification purpose only 6