FINAL LISTING DOCUMENT

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1 FINAL LISTING DOCUMENT SinOceanic II AS (the Company ) Oslo,

2 Important notice This Listing Document has been prepared as a part of the application process to list the Company s bonds at Oslo ABM. Oslo ABM has controlled and approved this document according to the ABM-rules. Neither publication nor release of this document should, under any circumstances, give the impression that the information herein is complete or correct at a time after the dating of this document or that the Company s business operations may not have changed. This Listing Document is subject to Norwegian law unless otherwise has been expressly stated. Any disagreement regarding this Listing Document shall be settled by a Norwegian court of law. Distribution of this Listing Document can be limited by law in certain jurisdictions, this may for example apply to USA and Great Britain. Beyond this, no action has been taken to obtain approval for distribution of this Listing Document in any jurisdictions where such action is required. Any person receiving this Listing Document is required by the Company to be familiarizing himself with and comply with such restrictions. This Listing Document is not an offer to sell or a request to buy bonds. The content of this Listing Document is not legal, economic or tax related advisory. Any bond holder should consult with own legal and/or economic and/or tax advisor. A copy of this Listing Document is available upon request from the Company. 2

3 Content 1. Statements of responsibility Information about SinOceanic II AS Purpose of the Bond Issue Company overview Company structure Owners Board of directors and executive management Board of Directors of SinOceanic II AS... Feil! Bokmerke er ikke definert. 6. Financial information Other Appendix

4 1. Statements of responsibility SinOceanic II AS is responsible for the listing document and confirms that to the best of our knowledge the information contained in the listing document is in accordance with the facts and the document contains no omission likely to affect its import. Oslo, 26.Sept

5 2. Information about SinOceanic II AS SinOceanic II AS issued a bond of USD 100 million with a 3 year duration and security in the company s vessel, MSC Altair (the Vessel ). 2.1 Purpose of the Bond Issue The net proceeds of the Bonds shall be used for long term financing of the acquisition of the Vessel. 2.2 Company overview SinOceanic II AS is a corporation incorporated in Norway, subject to Norwegian law and registered in the Brønnøysund Register Center with registration number The Company s registered office is Rådhusgata 23, 0158 Oslo, Norway. The Company was established SinOceanic II AS is a shipowning company that owns MSC Altair and is a 100% subsidiary of SinOceanic Shipping ASA (the Parent ). According to the articles of association, the object and purpose of SinOceanic II AS is trade with and investing in property, securities and other assets, hereunder participating in companies with similar business. SinOceanic Shipping ASA is a ship Investment Company that, through subsidiaries, currently owns 4 vessels. All vessels are secured long term on time and bare boat charters with industry leading container liner companies. The Parent has outsourced cost driving operations. The organization is scalable enabling growth strategy without noticeable increase in administration costs. Including the senior secured bond debt of USD 100 million, SinOceanic II AS has subordinated debt of USD 60 million and intercompany loan of USD 3.2 million. The subordinated loan has a 2. priority mortgage and a three years tenor that matures after the bond. There are no instalments and the coupon is 19% p.a., but is subordinated the bond debt s interest payment and cash sweep arrangement. Non payable interest, due to lack of cash, will be added to the subordinated loans principal as payable-in-kind. The lender of the subordinated loan is Oceanus International Investment AS. The Parent is currently (as of 3 September 2012) listed on the Oslo Stock Exchange under the ticker SINO. 2.3 Fleet information and contract status of SinOceanic II AS The TEU 13,100 container vessel, MSC Altair, purchased from E.R. Schiffahrsg GmbH ( ERS ) is secured 15 years time charter at a rate of USD 60,275 per day to the second largest container liner in the world, MSC. The purchase price is USD million. The charterer has 5

options to purchase the vessel after 12 (USD 120.5 million) and 15 (USD 93.6 million) years from the date of delivery of the vessel to the charterer under the respective charter party.

6 options to purchase the vessel after 12 (USD million) and 15 (USD 93.6 million) years from the date of delivery of the vessel to the charterer under the respective charter party. A shipman agreement with ERS has been made, stating that ERS will carry out technical management services in respect to the Vessel. Built: 2012 MSC Altair (Owned by SinOceanic II AS) Yard: Hyundai Heavy Ind., Korea Delivery Feb 2012 Capacity: Purchase price: Length: Beam: Technical manager: Charter party: Gross dayrate: 13,100TEU USD million 366m 48m E.R. Schiffahrt GmbH & Cie. 15 years TC to MSC USD 60,275/day 3. Company structure SinOceanic II AS is a 100% owned subsidiary of SinOceanic Shipping ASA. 6

7 SinOceanic Shipping ASA acts as the holding company of the SinOceanic group of subsidiaries, which are all 100% owned. The services sold between the parent and group companies consist of management services primarily. The Company has tax losses carried forward of NOK 906 million, the majority of which stems from previous activities. SinOceanic II AS owns the container vessel MSC Altair, and apart from such ownership and operative functions in connection there to, the company do not conduct any business of its own. The company have tax losses carried forward of NOK 13 million as of YE

8 4. Owners The share capital of the company is NOK 100,000 divided into 1,000 shares with a nominal value of NOK 100. USD Paid in capital 16,669 1,669 Share premium reserve 3,334 3,334 Total paid-in capital 20,003 20,003 Uncovered losses -415,765-3,370,068 The Parent owns 100% of the equity. Below is a shareholder overview of the Parent as of 3. September The total number of shares is whereas the top 20 owners hold Shareholder Shares % Country SININDO HOLDING LTD CYP SINOCEANIC SHIPPING ASA NOR MIDDELBOE AS NOR MP PENSJON PK NOR BGP INTERNATIONAL EQUIPMENT FZE ARE NORDNES ANDREAS HAUGE NOR SPORTSMAGASINET AS NOR HIND KARL WIKTOR NOR HÅNDLYKKEN NILS STEFFEN NOR TAREMARE AS NOR ELLENES TOR NOR SHAHID RIAZ NOR THORESEN SVEIN GEORG NOR NORDEA BANK DENMARK AS DNK ELLENES REIDAR EGIL NOR SIX SIS AG CHE INVESTHON AS NOR PELY HOLDING A/S NOR HAAVE KJELL NOR HAMARHAUG JANE NOR 8

9 5. Board of directors and executive management There are no employees in SinOceanic II AS, but there exist management agreement between the Parent and SinOceanic II AS. This agreement covers business management, including supervision of the technical manager. Board of directors and executive management of SinOceanic II AS: Name Position Address Jan Håkon Pettersen Chairman of the Board Rådhusgt 23, 0158 Oslo Christian Garup Meidell Deputy board member/ceo Rådhusgt 23, 0158 Oslo Morten Steen Martinsen Technical Director Rådhusgt 23, 0158 Oslo Board of directors and executive management of SinOceanic Shipping ASA: Name Position Address Stewart Smith Chairman of the Board Rådhusgt 23, 0158 Oslo Svein Eggen Board Member Rådhusgt 23, 0158 Oslo Mari Thjømøe Board Member Rådhusgt 23, 0158 Oslo Liu Liang Board Member Rådhusgt 23, 0158 Oslo Tone Bjørnov Board Member Rådhusgt 23, 0158 Oslo Jan Håkon Pettersen CEO Rådhusgt 23, 0158 Oslo Christian Garup Meidell Deputy CEO/CFO Rådhusgt 23, 0158 Oslo Morten Steen Martinsen COO Rådhusgt 23, 0158 Oslo 6. Financial information The Company s auditors are Ernst & Young AS, Dronning Eufernias gate 6, NO-0191 Oslo - Postboks 20, 0051 Oslo. The Auditor has not revised the information in this Listing Document. The Company s financial statement is prepared in accordance with the Norwegian Accounting Act and accounting standards and practices generally accepted in Norway. SinOceanic II AS s audited financial statement for 2011 is attached. (USD 000) 2011 H Total operating revenues 0 5,641 EBIT -15 3,517 The vessel MSC Altair was delivered March 28 th and started its charter to MSC. In H the Vessel generated USD 5.6 million in revenues. No information exists regarding litigations, arbitration disputes, court decisions, arbitration decisions and settlements that do not appear in the financial statements that are attached to the Listing Document and that could have significant impact on the Company s economic position. 9

10 7. Other The Company has received assistance to prepare this Listing Document from Pareto Securities AS, Dronning Mauds gate 3, 0115 Oslo. Pareto Securities AS claims no responsibility for the content in the Listing Document since this is sent to the Company for verification and control all content. 10

11 8. Appendix Loan Description: SinOceanic II AS Inc Senior Secured Callable Bond Issue 2012/2015 Bond Agreement: SinOceanic II AS Senior Secured Callable Bond Issue 2015/2015 Term sheet: SinOceanic II AS Senior Secured Callable Bond Issue 2015/2015 Audited financial statements for SinOceanic II AS for the year 2011 Unaudited interim financial statements for SinOceanic Shipping for the Q2, 2012 Articles of association for SinOceanic II AS 11

Introductory presentation 7 September 2011

SinOceanic Shipping ASA Introductory presentation 7 September 2011 Disclaimer This presentation (the Presentation ) has been produced by SinOceanic Shipping ASA (the Company, SinOceanic or SINO ) solely