09:41 JINHUI HOLDINGS<00137> - Announcement (1) The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. JINHUI HOLDINGS COMPANY LIMITED (Incorporated in Hong Kong with limited liability) Stock Code: 137 DISCLOSEABLE TRANSACTION Jinyang, an approximately 50.9 per cent. owned subsidiary of the Company, as buyer, entered into the Agreement on 13 April 2004 to acquire the Vessel at a purchase price of US$37,250,000 (approximately HK$290,550,000). The Vessel is expected to be delivered to Jinyang during the period from 1 March 2005 to 30 April 2005. The Acquisition constitutes a discloseable transaction for the Company under the Listing Rules. INTRODUCTION The board of directors ("Directors") of Jinhui Holdings Company Limited (the "Company") announce that a memorandum of agreement (the "Agreement") has been entered into on 13 April 2004 between Jinyang Marine Inc. ("Jinyang"), a wholly-owned subsidiary of Jinhui Shipping and Transportation Limited and Xing Long Maritime S.A. (the "Seller"), being not a connected person as defined by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Pursuant to the Agreement, Jinyang will acquire from the Seller one deadweight 76,500 metric tons type bulk carrier (the "Vessel"), which will be built and delivered in Japan, at a purchase price of US$37,250,000 (approximately HK$290,550,000) (the "Acquisition"). THE AGREEMENT 1. The Buyer Jinyang, a wholly-owned subsidiary of Jinhui Shipping and Transportation Limited ("Jinhui Shipping"), a company listed on the Oslo Stock Exchange, which is in turn an approximately 50.9 per cent. owned subsidiary of the Company. 2. The Seller The Seller is a wholly-owned subsidiary of ORIX Corporation, a listed company on the stock exchanges of Tokyo, Nagoya and Osaka. To the best of the Directors' knowledge, information and belief having made all reasonable enquiry, ORIX Corporation and its subsidiaries are not connected persons with the Company as defined by the Listing Rules. 3. The Acquisition Pursuant to the Agreement, the Seller agreed to sell and expected to deliver to Jinyang the Vessel in Japan during the period from 1 March 2005 to 30 April 2005. The Vessel is proposed to be used for chartering out to gain operating income by Jinyang after delivery. The usage of this Vessel is to load dry bulk cargoes including but not limited to coal, minerals and agricultural products. 4. Consideration The purchase price of the Vessel contained in the Agreement is US$37,250,000 (approximately HK$290,550,000) payable by three instalments. The first instalment in the sum of US$7,450,000 (approximately HK$58,110,000) will be payable by Jinyang to the Seller's designated bank account within 3 banking days after the signing of the Agreement. The second instalment in the sum of US$3,725,000 (approximately HK$29,055,000) will be payable on 28 September 2004. The last instalment will be payable upon delivery of the Vessel which is expected to be on a date during the period from 1 March 2005 to 30 April 2005. The purchase price for the Vessel will be payable by cash in United States Dollars. The first two instalments are expected to be funded by the internal resources of Jinhui Shipping and its subsidiaries. The last instalment is expected to be funded by bank loans and internal resources. The purchase price was determined by reference to current market values provided by shipping brokers from around early March 2004 to the date of signing of the Agreement of similar type of vessels and on the basis of arm's length negotiations. The Directors are of the view that the purchase price is fair and reasonable.