09:19 JINHUI HOLDINGS<00137>-Announcement&Resumption of Trading(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 MAJOR TRANSACTION - ACQUISITION OF TWO VESSELS The Board announces that on 22 February 2005 Jinzhou Marine and Jinkang Marine entered into two Memoranda with the First Vendor and the Second Vendor for the acquisition of two Vessels. Under the two Memoranda, each of Jinzhou Marine and Jinkang Marine agrees to acquire from the First Vendor and the Second Vendor, respectively, one deadweight 50,212 metric tons bulk carrier, which will be delivered on or before 2 May 2005 and 30 June 2005, respectively. The consideration for each of the First Vessel and the Second Vessel is US$34,000,000 (approximately HK$265,200,000). The total consideration for the two Vessels is US$68,000,000 (approximately HK$530,400,000). Under the Listing Rules, the Acquisition constitutes a major transaction for the Company. 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. INTRODUCTION The Board announces that on 22 February 2005, Jinzhou Marine and Jinkang Marine, both of which are wholly owned subsidiaries of Jinhui Shipping, entered into two Memoranda with the First Vendor and the Second Vendor, respectively. Both the First Vendor and the Second Vendor are independent ship owning companies incorporated in Malta, and to the best of the Board's knowledge, information and belief having made all reasonable enquiry, the First Vendor, the Second Vendor and their respective ultimate beneficial owners are independent third parties not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates (as defined in the Listing Rules). THE ACQUISITION The consideration for the First Acquisition of the First Vessel is US$34,000,000 (equivalent to HK$265,200,000) and will be payable in the following manner: (1) a deposit of US$3,400,000 will be payable by Jinzhou Marine within three business days from the date of signing of the First Memorandum into a bank account in the joint names of Jinzhou Marine and the First Vendor and will be released to the First Vendor on the delivery of the First Vessel; and (2) the balance of the consideration for the First Vessel will be payable on the delivery of the First Vessel which will take place sometime between 1 April 2005 and 2 May 2005 at the First Vendor's option. The consideration for the Second Acquisition of the Second Vessel is US$34,000,000 (equivalent to HK$265,200,000) and will be payable in the following manner: (1) a deposit of US$3,400,000 will be payable by Jinkang Marine within three business days from the date of signing of the Second Memorandum into a bank account in the joint names of Jinkang Marine and the Second Vendor and will be released to the Second Vendor on the delivery of the Second Vessel; and (2) the balance of the consideration for the Second Vessel will be payable on the delivery of the Second Vessel which will take place sometime between 1 June 2005 and 30 June 2005 at the Second Vendor's option.