09:19 JINHUI HOLDINGS<00137>-Announcement&Resumption of Trading(2) Each of the two Vessels is a deadweight 50,212 metric tons bulk carrier built in 2001. The purchase price for the Vessels will be payable in United States Dollars. The purchase price will be funded by the internal resources and bank loans of Jinhui Shipping and its subsidiaries. The purchase price was determined by reference to the prevailing market values, as ascertained from independent sources including (but not limited to) industry reports and recent comparable transactions, at or about the time of entry into the two Memoranda, driven by supply and demand and based on arm's length negotiations with the First Vendor and the Second Vendor. The Directors are of the view that the purchase price for each of the Vessels is fair and reasonable. The two Memoranda provide that the expected time for delivery of the First Vessel and the Second Vessel will take place on or before 2 May 2005 and 30 June 2005, respectively. Subject to the terms of the Memoranda, if there is a delay in the delivery of the Vessels, Jinzhou Marine and Jinkang Marine may at their option rescind the First Memorandum and the Second Memorandum (as the case may be) and the full amount of all sums paid by Jinzhou Marine and Jinkang Marine shall be returned to Jinzhou Marine and Jinkang Marine (as the case may be). GUARANTEE Jinhui Shipping, the intermediate holding company of Jinzhou Marine and Jinkang Marine, will guarantee the performance of the obligations of Jinzhou Marine and Jinkang Marine under the First Memorandum and the Second Memorandum in favour of the First Vendor and the Second Vendor, respectively. REASONS FOR THE ACQUISITION The principal businesses of the Group include international ship chartering, ship owning and trading. The Directors continuously review the prevailing market conditions of the shipping industry and monitor and adjust the Group's fleet size as appropriate. The Directors are of the view that given the healthy outlook in the shipping industry, it is a good opportunity to acquire the additional Vessels. The Group currently owns nine dry bulk vessels. After the Acquisition, the Group will have an additional two dry bulk vessels, with five newly built dry bulk vessels for delivery going forward and two of which will be delivered in 2005, one in 2006 and another two in 2007. The Group believes the freight rates will remain robust and decides to acquire two more motor vessels to expand its fleet of owned vessels instead of charter-in vessels in order to generate more operating income and to maximize the returns for the Group in the future. The negotiations for the Acquisition between the Group, and the respective Vendors began in mid February 2005. The terms and conditions of the Memoranda have been agreed on normal commercial terms following arm's length negotiations. The Board considers the terms of the Acquisition to be fair and reasonable and in the best interests of the Company and its shareholders as a whole. GENERAL Under the Listing Rules, the Acquisition constitutes a major transaction for the Company and is subject to shareholders' approval in general meeting in accordance with the Listing Rules. As Fairline Consultants Limited, the controlling shareholder of the Company, holds approximately 60.08 per cent. of the issued share capital of the Company and voting rights in general meeting, and no shareholder of the Company is required to abstain from voting on the Acquisition, the Acquisition will be approved by a written shareholders approval. A circular containing, amongst other things, further information relating to the Acquisition will be despatched to the shareholders of the Company as soon as reasonably practicable. On 22 February 2005, Jinzhou Marine and Jinkang Marine entered into the two Memoranda, following which the Company had applied for the suspension of the trading in the shares on 23 February 2005. Trading in the shares of the Company was suspended with effect from 10:01 a.m. on 23 February 2005. The Company will apply to the Stock Exchange for resumption of trading in the shares with effect from 9:30 a.m. on 24 February 2005. DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions of the following meanings were used: "Acquisition" the First Acquisition and the Second Acquisition, collectively; "Board" the board of Directors; "Company" Jinhui Holdings Company Limited;