SINOTRANS SHIPPING LIMITED 中外運航運有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 368)

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1 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. SINOTRANS SHIPPING LIMITED 中外運航運有限公司 (Incorporated in Hong Kong with limited liability) (Stock Code: 368) DISCLOSEABLE TRANSACTIONS: ACQUISITION OF TWO VESSELS The Board announces that on 30 October 2014, the Company entered into the Acquisition Agreements pursuant to which the Company agreed to purchase two vessels for an aggregate consideration of US$98.5 million (equivalent to approximately HK$768.3 million). The vessels to be acquired include two Capesize size vessels and will enable the Company to expand its self-owned fleet of dry-bulk vessels. As Neunundreißigste Michel Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbh & Co. KG are controlled by the same ultimate beneficial owner, the Acquisitions will constitute discloseable transactions of the Company under Rule of the Listing Rules as one of the applicable percentage ratios, when aggregated, is more than 5% but less than 25%, and is subject to the reporting and announcement requirements but exempt from Shareholders approval requirement under Chapter 14 of the Listing Rules. THE ACQUISITIONS The First Acquisition Agreement Date: 30 October 2014 Parties to the First Acquisition Agreement: (1) Purchaser: Sinotrans Ship Trading Limited or its guaranteed nominee,a wholly-owned subsidiary of the Company. (2) Seller: Neunundreißigste Michel Schiffahrts GmbH & Co KG, a shipping company based in Germany. To the best knowledge of the Directors, having made all reasonable enquiries, the seller and its ultimate beneficial owners are independent of and not connected with the Company or any of its connected persons. 1

2 Assets to be acquired under the First Acquisition Agreement Pursuant to the First Acquisition Agreement, the Company has agreed to purchase the vessel MV E. R. Beilun from the seller. The vessel MV E. R. Beilun is a single-hull gearless Capesize size bulk carrier with a DWT of 178,978 tones. It was built by Hyundai Heavy Industries, South Korea in Consideration The consideration for the First Acquisition Agreement is US$49.25 million (equivalent to approximately HK$ million), which was determined after arm s length negotiations between the parties with reference to the market prices of vessels of similar size and age in the open market as determined by the Directors. The Directors, including the non-executive Directors, are of the view that the terms of the First Acquisition Agreement were concluded after arm s length negotiations under normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The consideration will be payable in cash by the Company to the Vendor and will be satisfied by the Company by its internal resources. Delivery of the vessel Delivery of the vessel is expected to be made in November If the vessel cannot be delivered by 28 November 2014 or such later date as may be agreed by the Company, the First Acquisition Agreement will terminate and cease to be of any effect save for any antecedent breach. The Second Acquisition Agreement Date: 30 October 2014 Parties to the Second Acquisition Agreement (2) Purchaser: Sinotrans Ship Trading Limited or its guaranteed nominee,a wholly-owned subsidiary of the Company. (3) Seller: MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbh & Co. KG, a shipping company based in Germany. To the best knowledge of the Directors, having made all reasonable enquiries, the seller and its ultimate beneficial owners are independent of and not connected with the Company or any of its connected persons. 2

3 Assets to be acquired under the Second Acquisition Agreement Pursuant to the Second Acquisition Agreement, the Company has agreed to purchase the vessel MV E. R. Brazil from the seller. The vessel MV E. R. Brazil is a single-hull Capesize size bulk carrier with a DWT of 178,978 tones. It was built by Hyundai Heavy Industries, South Korea in Consideration The consideration for the Second Acquisition Agreement is US$49.25 million (equivalent to approximately HK$ million), which was determined after arm s length negotiations between the parties with reference to the market prices of vessels of similar size and age in the open market as determined by the Directors. The Directors, including the non-executive Directors, are of the view that the terms of the Second Acquisition Agreement were concluded after arm s length negotiations under normal commercial terms and are fair and reasonable and in the interest of the Company and the Shareholders as a whole. The consideration will be payable in cash by the Company to the Vendor and will be satisfied by the Company by its internal resources. Delivery of the vessel Delivery of the vessel is expected to be made in November If the vessel cannot be delivered by 28 November 2014 or such later date as may be agreed by the Company, the Second Acquisition Agreement will terminate and cease to be of any effect save for any antecedent breach. INFORMATION OF THE COMPANY AND PARTIES INVOLVED IN THE TRANSACTION The Company is one of the largest shipping companies in China in terms of self-owned dry bulk fleet size. In addition, the Company also owns a fleet of oil tanker and container vessels. Apart from provision of chartering service, it provides technical management service for most self-owned vessels to ensure its modern fleet can provide customers with quality transportation service. The primary focus and core business of the Group is dry bulk vessel time chartering, which involves the chartering of self-owned vessels for the transportation of dry bulk cargo, such as iron ore, coal, grain and steel products, along major global trade routes. In addition, the Company provides crude oil shipping services through VLCC, along routes mainly from the Middle East to the Asia Pacific region, especially China. The Group also charters self-owned container vessels to other shipping companies. Neunundreißigste Michel Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbh & Co. KG are single-vessel shipping companies, which own and manage 3

4 vessel with activities in bulk segments. REASONS FOR THE ACQUISITIONS The Acquisitions will enable the Company to expand its self-owned fleet of dry-bulk vessels. Given the considerations for the Acquisitions were based on arm s length negotiations by reference to the open market prices of vessels of similar size and age, the Directors (including the independent non-executive Directors) consider the terms of the Acquisitions were on normal commercial terms, are fair and reasonable so far as the Company and the Shareholders are concerned, and the Acquisitions are in the interests of the Company and the Shareholders as a whole. GENERAL As Neunundreißigste Michel Schiffahrts GmbH & Co KG and MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbh & Co. KG are controlled by the same ultimate beneficial owner, the Acquisitions will constitute discloseable transactions of the Company under Rule of the Listing Rules as one of the applicable percentage ratios, when aggregated, is more than 5% but less than 25%, and is subject to the reporting and announcement requirements but exempt from Shareholders approval requirement under Chapter 14 of the Listing Rules. 4

5 DEFINITIONS In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise: Acquisitions Acquisition Agreements Board Sinotrans Ship Trading Limited Company connected person(s) Director(s) DWT First Acquisition Agreement Group HK$ Hong Kong Listing Rules PRC Second Acquisition Agreement Shareholder(s) the acquisition of two Capesize vessels by the Company as contemplated under the First Acquisition Agreement and the Second Acquisition Agreement the First Acquisition Agreement and the Second Acquisition Agreement the board of directors of the Company Sinotrans Ship Trading Limited,which is a wholly-owned subsidiary of the Company Sinotrans Shipping Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange has the meaning ascribed to it under the Listing Rules the director(s) of the Company deadweight of a ship expressed in tones, which is a measurement of the total weight of cargo, fuel, fresh water, stores and crew that the ship can carry the agreement dated 30 October 2014 entered into between the Company and Neunundreißigste Michel Schiffahrts GmbH & Co KG in relation to the acquisition by the Company of the vessel MV E. R. Beilun the Company and its subsidiaries Hong Kong dollar, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC the Rules Governing the Listing of Securities on the Stock Exchange the People s Republic of China and for the purpose this announcement, excludes Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC the agreement dated 30 October 2014 entered into between the Company and MS "E.R. BRAZIL" Schiffahrtsgesellschaft mbh & Co. KG in relation to the acquisition by the Company of the vessel MV E. R. Brazil shareholder(s) of the Company 5

6 Stock Exchange US Dollar or US$ The Stock Exchange of Hong Kong Limited United States dollar, the lawful currency of the United States of America Unless otherwise specified in this announcement, translations of US$ into HK$ are made in this announcement, for illustration only, at the rate of US$1.00 to HK$7.8. No representation is made that any amounts in US$ or HK$ could have been or could be converted at that rate or at any other rate or at all. Hong Kong, 30 October 2014 By Order of the Board Sinotrans Shipping Limited HUEN Po Wah Company Secretary As at the date of this announcement, the executive directors of the Company are Mr. Li Hua (Chief Executive) and Ms. Feng Guoying; the non-executive directors of the Company are Mr. Li Zhen (Chairman) and Mr. Tian Zhongshan and the independent non-executive directors of the Company are Mr. Tsang Hing Lun, Mr. Lee Peter Yip Wah and Mr. Zhou Qifang. 6