09:16 COSCO INTL HOLD<00517> - Announcement (8) ``Modern Capital'' Modern Capital Investment Limited, a company incorporated in the BVI with limited liability which is wholly-owned by the Vendor prior to Completion ``Modern Capital Group'' Modern Capital and the Target Subsidiaries ``PRC'' The People's Republic of China (for the purposes of this announcement, excluding Hong Kong, Macau Special Administrative Region of the PRC and Taiwan Province) ``Properties'' the whole of 39th, 40th, 42nd, 47th, 48th, 49th, 50th and 51st Floors, COSCO Tower ``Purchaser'' Wealthocean Investments Limited, a company incorporated in the BVI with limited liability and a wholly-owned subsidiary of COSCO Hong Kong ``SGM'' the special general meeting of the Company to be held to approve the transactions contemplated under the Agreement ``Share(s)'' ordinary share(s) of HK$0.10 each in the capital of the Company ``Shareholder(s)'' the holder(s) of Share(s) ``Stock Exchange'' The Stock Exchange of Hong Kong Limited ``substantial shareholder'' has the meaning ascribed to it under the Listing Rules ``Target Subsidiaries'' Cash In Hand, Gwee Brothers, Malayan, Tian Lee, Velu Exports, Wing Thye, Year Of The Rat and 99 Prove Finance, being 8 wholly-owned subsidiaries of Modern Capital ``Tenancy Agreements'' the 1st Tenancy Agreement and the 2nd Tenancy Agreement collectively ``Tian Lee'' Tian Lee Property Limited, a company incorporated in the BVI with limited liability, a wholly-owned subsidiary of Modern Capital and the owner of the whole of 47th Floor, COSCO Tower ``Velu Exports'' Velu Exports Limited, a company incorporated in the BVI with limited liability, a wholly-owned subsidiary of Modern Capital and the owner of the whole of 48th Floor, COSCO Tower ``Vendor'' Monoland Assets Limited, a company incorporated in the BVI with limited liability and an indirect wholly-owned subsidiary of the Company ``Wing Thye'' Wing Thye Holdings Limited, a company incorporated in the BVI with limited liability, a wholly-owned subsidiary of Modern Capital and the owner of 49th Floor, COSCO Tower ``Year Of The Rat'' Year Of The Rat Corp., a company incorporated in the BVI with limited liability, a wholly-owned subsidiary of Modern Capital and the owner of the whole of 50th Floor, COSCO Tower ``99 Prove Finance'' 99 Prove Finance Ltd., a company incorporated in the BVI with limited liability, a wholly-owned subsidiary of Modern Capital and the owner of the whole of 51st Floor, COSCO Tower ``HK$'' Hong Kong dollars, the lawful currency of Hong Kong ``US$'' US dollars, the lawful currency of The United States of America ``%'' per cent. Unless otherwise specified, the conversion of US dollars into Hong Kong dollars is based on the exchange rate of US$1.00:HK$7.8. No representation is made that the amounts in question have been, could have been or could be converted at the above rate. By Order of the Board COSCO International Holdings Limited LIU Hanbo Managing Director Hong Kong, 30th May 2005 As at the date hereof, the Board comprises fourteen Directors of which Mr. Wei Jiafu (Chairman), Mr. Liu Guoyuan (Vice-chairman), Mr. Li Jianhong, Mr. Zhou Liancheng, Mr. Liu Hanbo (Managing Director), Mr. He Jiale, Mr. Guo Huawei, Mr. Chen Pisen, Mr. Meng Qinghui, Mr. Zhao Kaiji and Mr. Lin Libing are executive Directors; Mr. Chan Cheong Foon, Andrew, Mr. Kwong Che Keung, Gordon and Mr. Tsui Yiu Wa, Alec are independent non-executive Directors.