China COSCO : OVERSEAS REGULATORY ANNOUNCEMENT - Announcement on Receiving an Inquir...

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中 國 遠 洋 控 股 股 份 有 限 公 司

China COSCO Holdings Company Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock code: 1919)

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The Announcement on "Announcement on Receiving an Inquiry Letter from the Shanghai Stock Exchange" as published in Chinese on the website of the Shanghai Stock Exchange (www.sse.com.cn) on 22 December 2015 is enclosed hereto as overseas regulatory announcement.

By Order of the Board

China COSCO Holdings Company Limited Guo Huawei

Company Secretary

Beijing, the People's Republic of China 22 December 2015

As at the date of this announcement, the directors of the Company are Mr. MA Zehua2 (Chairman), Mr. LI Yunpeng1 (Vice Chairman), Ms. SUN Yueying2, Mr. SUN Jiakang1, Mr. YE Weilong1, Mr. WANG Yuhang2, Mr. WAN Min2, Dr. FAN HSU Lai Tai, Rita3, Mr. KWONG Che Keung, Gordon3, Mr. Peter Guy BOWIE3 and Mr. YANG, Liang Yee Philip3.

1 Executive director

2 Non-executive director

3 Independent non-executive director

* For identification purpose only

Stock code: 601919 Stock short name: China COSCO Notice No.: Lin 2015-072

China COSCO Holdings Company Limited Announcement on Receiving an Inquiry Letter from the Shanghai Stock Exchange

The board of directors and all directors of the Company warrant that this announcement does not contain any misrepresentations, misleading statements or material omissions, and jointly and severally take responsibility as to the truthfulness, accuracy and completeness of the content of this announcement.

On 11 December 2015, China COSCO Holdings Company Limited (the "Company") held the Twenty-First Meeting of the Fourth Session of the Board of Directors to consider and approve the related resolutions on the Material Asset Restructuring, and release information disclosure documents such as the Draft Report for the Material Asset Disposals and Acquisitions and Related Party Transactions of China COSCO

Holdings Company Limited 《(

中國遠洋控股股份有限公司重大資產出售及購買暨關

聯交易報告書(草案)》) and its summary. In accordance with the requirements of the Notice on Relevant Regulatory Matters Following the Implementation of Measures

for the Administration of Material Asset Reorganisations of Listed Companies 《( 上

市公司重大資產管理辨法》實施過渡期後的後續監管安排》) issued by the China Securities Regulatory Commission, documents related to Company's Material Assets Restructuring shall be approved by the Shanghai Stock Exchange.

On 22 December 2015, The Company received an Inquiry Letter Regarding Information Disclosure on the Draft Report for the Material Asset Disposals and Acquisitions of China COSCO Holdings Company Limited (Shang Zheng Gong Han

[2015] No. 2038) 《(

關於對中國遠洋控股股份有限公司重大資產出售及購買報告書

(草案)信息披露的問詢函》(上證公函[2015]2038號)) issued by the Shanghai Stock Exchange (hereinafter referred to as the "Inquiry Letter"), the content of which are disclosed below:

"After reviewing the Draft Report for the Material Asset Disposals and Acquisitions and Related Party Transactions submitted by the Company (hereinafter referred to as the "Draft"), we would like the Company to provide further explanation and additional disclosure on the following issues:

1. Industry Conditions and the Associated Risks of the Underlying Assets

   
   

2. The Draft disclosed that the container shipping business and the relevent assets of CSCL will be integrated into China COSCO. After completion of the Transaction, the container shipping capacity of the Company, especially for

   VLCS (large container ships), will increase significantly. Please supplement disclosures regarding impacts of the Restructuring on the future profitability of the Company from the aspect of post-Restructuring revenue (bargaining power), cost (fuel cost, marine insurance, handling charges, branch fees and etc.) and the market competitiveness of major routes. Please provide opinion of the financial advisor.

   
   

3. The Draft disclosed that after the Restructuring, the original port and terminal businesses of China Shipping Group will be integrated into the Company. Please supplement disclosures regarding the changes in profitability of the terminal business after the Restructuring and the impacts on the overall profitability of the listed companies from the aspect of the location distribution of ports owned by the Company, synergies between cargo and terminal business as well as the return on investment in ports after the completion of the Restructuring. Please provide opinions of the financial advisor and the accountant.

   
   

4. The Specific Arrangements for the Transaction




1. The Draft disclosed that the Restructuring involves equity transfer of a number of companies, part of the target companies have signed loan agreements with banks, which contain restrictive provisions on equity transfer of the target companies. Such companies shall acquire the consent from the lender or inform the lender in advance for any equity transfer. Please provide supplemental disclosure on the specific amount of debt which requires consent from the lender or informing the lender in advance, the percentage of debt which has already acquired consent from the lender or informed the lender in advance. Please provide opinions of the financial advisor and the lawyer.

   
   

2. The Draft disclosed that the assets of the container shipping business and auxiliary services of CSCL are proposed be integrated into China COSCO. In this Transaction, 51% equity interests in Golden Sea Shipping is to be purchased. CSCL has originally held 60% equity interests in Golden Sea Shipping. Please disclose the reason why the purchase involves only 51%, instead of the 60% equity interests in Golden Sea Shipping originally held by CSCL from the perspective of the business integration. Please provide opinions of the financial advisor and the lawyer.

   
   

3. The Draft disclosed that COSCO Bulk Group and its subsidiaries, being the assets to be sold, face seven pending arbitrations with an amount of more than RMB10,000,000. Please disclose whether the Company will make provisions for the estimated liabilities of such arbitrations and the respective responsibilities assumed by the Company and the counterparties for such matter. Please provide opinions of the financial advisor and the accountants.

4. The Draft disclosed that the functional currency of overseas subsidiaries of the underlying assets under this Transaction is USD. The exchange rate changes of RMB against USD would expose the consolidated statements of the Company to the foreign currency translation risk. Please conduct a sensitivity analysis on the effect of the exchange rate changes on the net profit of the Company. Please provide opinions of the financial advisor and the accountant.




The Company shall make a corresponding supplementary to the Draft in respect of the issues mentioned above, provide us with written replies and make relevant disclosure before 25 December 2015."




According to the requirements of the above Letter, the Company and related parties and intermediaries are actively preparing for the reply, and will supplement and improve the relevant documents on this Material Asset Restructuring as soon as possible, as well as perform the obligation of information disclosure.




Notice is hereby given.




China COSCO Holdings Company Limited

22 December 2015