09:13     COSCO INTL HOLD<00517> - Announcement (2)                           

    THE AGREEMENT                                                             
                                                                              
    Date                                                                      
                                                                              
    30th May 2005                                                             
                                                                              
    Parties:                                                                  
                                                                              
    Purchaser    :    Wealthocean Investments Limited, a company              
    incorporated in the BVI with limited liability and a wholly-owned         
    subsidiary of COSCO Hong Kong (the substantial shareholder and an         
    indirect holding company of the Company which indirectly owns             
    approximately 58.53% of the issued share capital of the Company           
    as at the date of this announcement) and thus a connected person          
    of the Company                                                            
                                                                              
    Vendor    :    Monoland Assets Limited, a company incorporated in         
    the BVI with limited liability and an indirect wholly-owned               
    subsidiary of the Company                                                 
                                                                              
    Assets to be disposed of                                                  
                                                                              
    The Vendor shall sell to the Purchaser the entire issued share            
    capital of and loan to Modern Capital owing by Modern Capital to          
    the Vendor as at the Completion Date. As at 30th April 2005, such         
    loan by the Vendor to Modern Capital amounted to approximately            
    HK$1,549,696,000.                                                         
                                                                              
    Upon Completion, the Purchaser will own the entire issued share           
    capital of Modern Capital, and through Modern Capital indirectly          
    owns all the Target Subsidiaries. Modern Capital and the Target           
    Subsidiaries will upon Completion cease to be wholly-owned                
    subsidiaries of the Company.                                              
                                                                              
    Consideration                                                             
                                                                              
    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.          
    The Consideration was determined after arm's length negotiations          
    between the Purchaser and the Vendor with reference to an agreed          
    value of the Properties based on the DTZ Valuation Report. The            
    Consideration payable to the Vendor will be satisfied by the              
    Purchaser in cash by way of internal resources.                           
                                                                              
    The Consideration will be paid by the Purchaser to the Vendor in          
    the following manner:                                                     
                                                                              
    (a)   HK$600,000,000 to be paid upon signing of the Agreement in          
    cash towards part payment of the Consideration;                           
                                                                              
    (b)   the balance of the Consideration in the sum of                      
    HK$802,000,007.8 to be paid at Completion.                                
                                                                              
    The Vendor and the Purchaser further agree and acknowledge that           
    (i) any surplus cash in the Modern Capital Group can be used to           
    repay the loan owing by Modern Capital to the Vendor as mentioned         
    above, at any time prior to Completion in such manner as the Vendor       
    and the Modern Capital Group think fit; and (ii) any such repayment       
    of the loan shall not reduce the amount of the Consideration              
    payable by the Purchaser to the Vendor under the Agreement.               
                                                                              
    Condition Precedent                                                       
                                                                              
    Completion is conditional upon obtaining the approval of the              
    transactions contemplated by the Agreement by the Independent             
    Shareholders at the SGM on or before the Long Stop Date.                  
                                                                              
    If the condition precedent has not been fulfilled by the Vendor           
    on or before the Long Stop Date, the Agreement shall from such date       
    have no effect and no party shall have any claims against the other       
    party under the Agreement (without prejudice to the rights of any         
    party to the Agreement in respect of antecedent breaches), except         
    that the HK$600,000,000 already paid by the Purchaser to the Vendor       
    as mentioned above will be refunded to the Purchaser without              
    interest.                                                                 
                                                                              
    Completion                                                                
                                                                              
    Upon compliance with or fulfillment of the condition precedent,           
    Completion shall take place on the Completion Date.