09:27     COSCO PACIFIC<01199> - Announcement (2)                             

    Pursuant to the JV Heads of Agreement, COSCO Ports (Nansha) will          
    procure the allocation of parts of its shares to new shareholders         
    of COSCO Ports (Nansha) (``Consortium Members''), so that the             
    Consortium Members will have an effective interest of not less than       
    13% in the JV Company. The Consortium Members should be the world's       
    top ten container shipping companies or other companies, which can        
    provide business supports to the container terminal in Nansha. The        
    directors of the Company intend that the consideration for such           
    allocation would, at least, reflect the relevant portion of the           
    Company's cost of investment in COSCO Ports (Nansha). In respect          
    of such allocation, the Company will comply with the relevant             
    requirements of the Listing Rules (if applicable).                        
                                                                              
    (e)   Term of Cooperation:                                                
                                                                              
    30 years from the date of issue of the business licence of the JV         
    Company. The term may be extended by agreement between the parties.       
                                                                              
    (f)   Distribution of Profits:                                            
                                                                              
    Net profits of the JV Company, after deducting contributions to           
    various funds (such as the reserve fund, the workers and staff            
    bonus and welfare fund and the business development fund), will           
    generally be distributed to COSCO Ports (Nansha) and the PRC              
    Partner in proportion to their equity interests in the JV Company.        
                                                                              
    (g)   Effect of the JV Heads of Agreement:                                
                                                                              
    The JV Heads of Agreement forms the basis of the joint venture            
    contract and other documents in relation to the JV Company to be          
    signed between COSCO Ports (Nansha) and the PRC Partner. The JV           
    Heads of Agreement will cease to have effect on the day on which          
    the joint venture contract and articles of association in respect         
    of the JV Company take effect (as approved by the PRC authorities).       
                                                                              
    2. REASONS FOR AND BENEFITS OF THE ESTABLISHMENT OF THE JV COMPANY        
                                                                              
    As one of the world's leading container-related conglomerates, the        
    Company has an integrated range of activities spanning container          
    leasing, container terminals, logistics, container manufacturing          
    and other investments. The Board considers the proposed                   
    construction and operation of the Container Terminal to be a good         
    opportunity to expand the Company's container terminal network in         
    the PRC.                                                                  
                                                                              
    The amount of registered capital of the JV Company to be                  
    contributed by COSCO Ports (Nansha) was determined after arm's            
    length negotiations between the parties to the JV Heads of                
    Agreement. The Board believes that the terms of the JV Heads of           
    Agreement are fair and reasonable and in the interests of the             
    shareholders of the Company as a whole.                                   
                                                                              
    3. GENERAL                                                                
                                                                              
    Applying the relevant percentage ratios set out in Rule 14.07 of          
    the Listing Rules, the entering into of the JV Heads of Agreement         
    constitutes a discloseable transaction of the Company under the           
    Listing Rules.                                                            
                                                                              
    The PRC Partner is principally engaged in international and               
    domestic container terminal operation.                                    
                                                                              
    A circular containing, inter alia, further details of the JV Heads        
    of Agreement will be dispatched to the shareholders of the Company        
    as soon as practicable.