09:52     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 AND DISCLOSEABLE TRANSACTION                                    
                                                                              
    Summary                                                                   
                                                                              
    The Guarantee and the Loan Facility                                       
                                                                              
    On 4th April 2005, the Borrower, a 51% owned subsidiary of the Company,   
    entered into the Loan Agreement with the Lender for the Loan Facility     
    under which the Company together with COSCO GZ and Guangzhou Yihe shall   
    provide the Lender with the Guarantee on a joint and several basis.       
                                                                              
    The Borrower is owned as to 51%, 29% and 20% equity interests by the      
    Company, COSCO GZ and Guangzhou Yihe respectively. So far as the Board    
    is aware, save for its interests in the Borrower, Guangzhou Yihe and its  
    associates have no interests in any shares of the Company or its          
    subsidiaries.                                                             
                                                                              
    As the Lender and COSCO GZ are subsidiaries of COSCO, the ultimate        
    controlling shareholder of the Company, COSCO GZ and the Lender are       
    connected persons of the Company. Accordingly, the provision of the       
    Guarantee by the Company to an associate of a substantial shareholder of  
    the Company constitutes financial assistance of the Company under Rule    
    14A.13(3) of the Listing Rules and since the amount of the Guarantee is   
    not within the exemption under Rule 14A.66 of the Listing Rules, the      
    Guarantee is subject to the approval of the Independent Shareholders. As  
    the Guarantee amount is more than 5% but less than 25% of each of the     
    appropriate percentage ratios defined under the Listing Rules, the        
    Guarantee constitutes a discloseable transaction of the Company.          
                                                                              
    The Board will establish an independent board committee to consider and   
    advise the Independent Shareholders on the terms of the Guarantee and     
    the Commitment Agreement and will appoint an independent financial        
    adviser to advise the independent board committee. A circular             
    containing, among other things, details of the Loan Facility, the         
    Guarantee and the Commitment Agreement, the recommendation of the         
    independent board committee, an advice of the independent financial       
    adviser together with a notice to convene the SGM to approve the          
    Guarantee and the Commitment Agreement will be issued to the              
    Shareholders as soon as practicable.                                      
                                                                              
    COSCO, True Smart and their respective associates will abstain from       
    voting on the resolutions approving the Guarantee and the Commitment      
    Agreement to be proposed at the SGM.                                      
                                                                              
    THE GUARANTEE AND THE LOAN FACILITY                                       
                                                                              
    Borrower        :        (#) (Shenyang COSCO Yihe Property Development    
    Company Limited*), owned as to 51%, 29% and 20% equity interest by the    
    Company, COSCO GZ and Guangzhou Yihe respectively, the relationship       
    between the parties are set out under the paragraph headed "Relationship  
    between the parties" below                                                
                                                                              
    Lender        :        (#) (COSCO Finance Limited*), a financial          
    institution established under PRC laws and a subsidiary of COSCO          
                                                                              
    Loan Facility        :        a loan facility of up to RMB150,000,000     
    (approximately HK$140,924,000) for a term up to 5th April 2007 granted    
    by the Lender to the Borrower                                             
                                                                              
    Purpose        :        to finance the construction cost of the Project   
                                                                              
    Repayment        :        the loan shall be repaid in full on or before   
    5th April 2007                                                            
                                                                              
    Interest        :        5.76% per annum and will be adjusted according   
    to the base rate quoted by the People's Bank of China from time to time   
                                                                              
    Guarantors        :        the Company, COSCO GZ and Guangzhou Yihe       
                                                                              
    Pursuant to the terms of the Loan Agreement, the Company, COSCO GZ,       
    Guangzhou Yihe, the Borrower and the Lender entered into the Guarantee    
    whereby the Guarantors agreed to provide the Lender the Guarantee on a    
    joint and several basis to secure the performance of the obligations of   
    the Borrower under the Loan Agreement. The Guarantee will be effective    
    from 5th April 2005 to 5th April 2009. The maximum exposure of the