09:51 COSCO INTL HOLD<00517> - 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. COSCO International Holdings Limited (Incorporated in Bermuda with limited liability) (Stock Code: 0517) Connected Transactions Summary On 31st March 2005, the Purchaser, a 51% non-wholly-owned subsidiary of the Company, entered into the Agreement with the Vendor for the sale and purchase of the Construction Materials with a maximum purchase and credit limits of RMB30,000,000 (approximately HK$28,184,000). As a term of the Agreement, the Company as one of the guarantors provided the Guarantee guaranteeing the Purchaser's due performance of the obligations under the Agreement. The Vendor is a Connected Person of the Company and the Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The provision of the Guarantee by the Company to an associate of the substantial shareholder of the Company also constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. The Agreement and the Guarantee were on normal commercial terms and the respective amounts under the Agreement and the Guarantee are less than 2.5% of each of the appropriate percentage ratios calculated in accordance with the Listing Rules. Accordingly, the Agreement and the Guarantee are only subject to the reporting and announcement requirements set out in Chapter 14A of the Listing Rules and are exempted from the independent shareholders' approval requirements set out in Chapter 14A of the Listing Rules. General Information Of The Agreement Date: 31st March 2005 Parties: (i) Purchaser : (#) (Shenyang COSCO Yihe Property Development Company Limited*), a company incorporated in the PRC with limited liability and a 51% non-wholly-owned subsidiary of the Company (the remaining 49% shareholding being held as to 29% by (#) (COSCO Guangzhou Construction Industry Company*), being a company established in the PRC and a wholly-owned subsidiary of COSCO and as to 20% by (#) (Guangzhou Yihe Group Co., Ltd.*), being a company incorporated in the PRC). (ii) Vendor : (#) (COSCO International Trading Company*), a company incorporated in the PRC with limited liability, an associate of the controlling shareholder of the Company Brief description of the transactions contemplated under the Agreement The Purchaser has agreed to purchase the Construction Materials from the Vendor on a non-exclusive basis. Upon receipt of purchase order(s) from the Purchaser, the Vendor shall source the Construction Materials from the relevant supplier(s) as suggested by the Purchaser and sell the Construction Materials to the Purchaser at cost together with a management fee equivalent to 3% of the aggregate cost of the Construction Materials (the "Price for the Construction Materials"). Such management fee was determined on the basis of normal market rate charged by companies engaging in similar transactions in the PRC. The Agreement is not continuing in nature. The maximum amount of the Construction Materials to be purchased by the Purchaser under the Agreement is RMB30,000,000 (approximately HK$28,184,000). The Vendor shall provide a credit period to the Purchaser so that the Purchaser may settle the Price for the Construction Materials within 6 months from the date on which the Vendor receives the relevant purchase confirmation from the Purchaser and pays for the relevant Construction Materials. The Vendor will charge interest on the Price for the Construction Materials at the interest rate as quoted by the People's