09:13     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)                                                        
                                                                              
    VERY SUBSTANTIAL DISPOSAL, CONNECTED TRANSACTION AND CONTINUING           
    CONNECTED TRANSACTIONS                                                    
                                                                              
    The Board wishes to announce that the Vendor, a wholly-owned              
    subsidiary of the Company, had on 30th May 2005 entered into an           
    agreement with the Purchaser being a wholly-owned subsidiary of           
    COSCO Hong Kong and a connected person of the Company in relation         
    to the Disposal. The Agreement constitutes a connected transaction        
    of the Company under Chapter 14A of the Listing Rules. The                
    Agreement also constitutes a very substantial disposal for the            
    Company under Chapter 14 of the Listing Rules.                            
                                                                              
    Completion is conditional upon obtaining the approval of the              
    transactions contemplated under the Agreement by the Independent          
    Shareholders at the SGM on or before the Long Stop Date. Upon             
    Completion, COSCO Hong Kong, through the Purchaser being its              
    wholly-owned subsidiary, will own the entire issued share capital         
    of and loan to Modern Capital and Modern Capital will cease to be         
    a wholly-owned subsidiary of the Company.                                 
                                                                              
    The Consideration for the sale and purchase of (i) the entire             
    issued share capital of Modern Capital is HK$7.8; and (ii) the loan       
    to Modern Capital as at the Completion Date is HK$1,402,000,000           
    which have been arrived at after arm's length negotiations between        
    the parties with reference to an agreed value of the Properties           
    based on the DTZ Valuation Report.                                        
                                                                              
    Modern Capital indirectly owns the Properties through the Target          
    Subsidiaries and will continue to own the Properties after                
    Completion. Pursuant to the terms of the Agreement, the following         
    new tenancy agreements will be entered into at Completion:                
                                                                              
    (i)   a tenancy agreement between the Company (as tenant) and Tian        
    Lee (as landlord) in respect of the whole of 47th Floor of COSCO          
    Tower; and                                                                
                                                                              
    (ii)   a tenancy agreement between COSCO Ship Trading (as tenant),        
    a non-wholly owned subsidiary of the Company and Velu Exports in          
    respect of Unit 4802 of COSCO Tower.                                      
                                                                              
    Since Tian Lee and Velu Exports (as the landlords), being two of          
    the Target Subsidiaries will become indirect wholly-owned                 
    subsidiaries of COSCO Hong Kong after Completion, and will                
    therefore become connected persons of the Company, the Tenancy            
    Agreements also constitute continuing connected transactions of           
    the Company, and is subject to reporting and disclosure                   
    requirements under the Listing Rules.                                     
                                                                              
    The Agreement (which contains the terms of the Tenancy Agreements)        
    requires disclosure by way of a press announcement, the despatch          
    of a circular to the Shareholders and the prior approval by the           
    Independent Shareholders by a majority vote in the SGM under the          
    Listing Rules. COSCO Hong Kong and its associates will abstain from       
    voting in respect of any resolution(s) relating to the Agreement          
    at the SGM. Any vote of the Independent Shareholders at the SGM           
    shall be taken on a poll.                                                 
                                                                              
    A circular containing, among other things, further details of the         
    Agreement (including the Tenancy Agreements), a letter from the           
    independent financial adviser containing its advice to the                
    Independent Board Committee and the Independent Shareholders, the         
    recommendations of the Independent Board Committee to the                 
    Independent Shareholders and the DTZ Valuation Report, together           
    with a notice convening the SGM will be despatched to the                 
    Shareholders as soon as practicable.