Orient Overseas International : CONTINUING CONNECTED TRANSACTIONS AND RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

November 27, 2019 at 05:03 am EST

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Orient Overseas (International) Limited, you should at once hand this circular and the proxy form to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東方海外 ( 國際 ) 有限公司*

(Incorporated in Bermuda with members' limited liability)

(Stock Code: 316)

CONTINUING CONNECTED TRANSACTIONS

RE-ELECTION OF DIRECTORS

AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

First Shanghai Capital Limited

Capitalized terms used in this cover page have the same meanings as those defined in the section headed ''Definitions'' in this circular. A letter from the Board is set out on pages 7 to 38 of this circular. A letter from the Independent Board Committee is set out on pages 39 to 40 of this circular. A letter from the Independent Financial Adviser is set out on pages 41 to 68 of this circular. The notice convening the SGM of the Company to be held on Tuesday, 17 December 2019 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong is set out on pages 79 to 81 of this circular. A proxy form for use by the Shareholders at the SGM is also enclosed with this circular.

Whether or not you intend to attend the SGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the SGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish.

28 November 2019

For identification purpose only

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . 39

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . 41

APPENDIX I	-	DETAILS OF DIRECTORS PROPOSED TO
		BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
APPENDIX II	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

''associates''	has the meaning ascribed to it under the Listing Rules;
''Board''	the board of Directors of the Company;
''Bye-laws''	the bye-laws of the Company currently in force;
''China COSCO SHIPPING''	China COSCO SHIPPING Corporation Limited*（中國遠洋
	海運集團有限公司）, a PRC state-owned enterprise and
	indirectly controls more than 50% of the issued share
	capital of the Company;
''Company''	Orient Overseas (International) Limited, a company
	incorporated in Bermuda with members' limited liability
	and listed on the Main Board of the Stock Exchange (stock
	code: 316);
''connected person''	has the meaning ascribed to it under the Listing Rules;
''COSCO SHIPPING Group''	China COSCO SHIPPING and its subsidiaries and
	associates (as defined under the Listing Rules);
''Deposit Cap''	the maximum daily outstanding balance of deposits
	(including accrued interest and handling fee) to be placed
	by OOIL Group with COSCO SHIPPING Group under the
	Financial Services Master Agreement;
''Deposit Service''	the deposit service transaction contemplated under the
	Financial Services Master Agreement (including the annual
	caps relating thereto);
''Directors''	the directors of the Company;
''Existing Bunker	the master agreement dated 24 July 2018 and entered into
Master Agreement''	between the Company and China COSCO SHIPPING in
	relation to the purchase of bunker, fuel and oil by OOIL
	Group from COSCO SHIPPING Group;
''Existing Business	the master agreement dated 24 July 2018 and entered into
Master Agreement''	between the Company and China COSCO SHIPPING in
	relation to the provision of containerized liner, logistics
	and information technology services between COSCO
	SHIPPING Group and OOIL Group;

- 1 -

DEFINITIONS

''Existing Equipment Procurement	the master agreement dated 24 July 2018 and entered into
Master Agreement''	between the Company and China COSCO SHIPPING in
	relation to the provision of equipment to be produced by
	COSCO SHIPPING Group and equipment procurement
	services including container acquisition and pooling and
	related services between COSCO SHIPPING Group and
	OOIL Group;
''Existing Master Agreements''	namely the Existing Business Master Agreement, the
	Existing Bunker Master Agreement, the Existing Terminal
	M a s t e r A g r e e m e n t a n d t h e E x i s t i n g E q u i p m e n t
	Procurement Master Agreement;
''Existing Terminal Master	the master agreement dated 24 July 2018 and entered into
Agreement''	between the Company and China COSCO SHIPPING in
	relation to the provision of the terminal services and
	related services between COSCO SHIPPING Group and
	OOIL Group;
''Faulkner''	Faulkner Global Holdings Limited, a company incorporated
	in the British Virgin Islands and is a member of COSCO
	SHIPPING Group, and directly holds 75% of the issued
	share capital of the Company;
''Financial Services	the master agreement dated 30 October 2019 and entered
Master Agreement''	into between the Company and China COSCO SHIPPING
	in relation to the provision of deposit service, loan service
	and other financial services by COSCO SHIPPING Group
	to OOIL Group;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong Dollars, the lawful currency of Hong Kong;
''Hong Kong''	Hong Kong Special Administrative Region of the PRC;
''Independent Board Committee''	an independent board committee of the Board comprising
	all the Independent Non-Executive Directors (except Dr.
	Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip
	and Ms. Chen Ying), who have no material interests in the
	Non-exempt Transactions;

- 2 -

DEFINITIONS

''Independent Financial Adviser''	First Shanghai Capital Limited, a licensed corporation to
	carry out Type 6 (advising on corporate finance) regulated
	activity under the SFO, being the independent financial
	adviser to advise the Independent Board Committee and the
	Independent Shareholders on the terms of the Non-exempt
	Transactions (including the respective annual caps relating
	thereto);
''Independent Non-Executive	the independent non-executive Directors, namely Mr. Chow
Directors''	Philip Yiu Wah, Dr. Chung Shui Ming Timpson, Mr. Yang
	Liang Yee Philip, Ms. Chen Ying and Mr. So Gregory
	Kam Leung;
''Independent Shareholders''	shareholders of the Company other than members of
	COSCO SHIPPING Group;
''Latest Practicable Date''	22 November 2019, being the latest practicable date before
	the printing of this circular for ascertaining certain
	information for the purpose of inclusion in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Main
	Board of the Stock Exchange;
''Model Code''	Model Code for Securities Transactions by Directors of
	Listed Issuers, as set out in Appendix 10 to the Listing
	Rules;
''New Bunker Master Agreement''	the master agreement dated 30 October 2019 and entered
	into between the Company and China COSCO SHIPPING
	in relation to purchase of bunker, fuel and oil by OOIL
	Group from COSCO SHIPPING Group;

''New Business Master Agreement'' the master agreement dated 30 October 2019 and entered into between the Company and China COSCO SHIPPING in relation to the provision of containerized liner, logistics and information technology services between COSCO SHIPPING Group and OOIL Group;

- 3 -

DEFINITIONS

''New Equipment Procurement	the master agreement dated 30 October 2019 and entered
Master Agreement''	into between the Company and China COSCO SHIPPING
	in relation to the provision of equipment to be produced by
	COSCO SHIPPING Group and equipment procurement
	services including container acquisition and pooling and
	related services between COSCO SHIPPING Group and
	OOIL Group;
''New Master Agreements''	namely the New Business Master Agreement, the New
	Bunker Master Agreement, the New Terminal Master
	Agreement, the New Equipment Procurement Master
	Agreement, the Vessel Services Master Agreement and the
	Financial Services Master Agreement;

''New Terminal Master Agreement'' the master agreement dated 30 October 2019 and entered into between the Company and China COSCO SHIPPING in relation to the provision of terminal services and related services between COSCO SHIPPING Group and OOIL

	Group;
''Non-exempt Equipment	the service (including the annual caps relating thereto) to
Procurement Service''	be provided by COSCO SHIPPING Group to OOIL Group
	contemplated under the New Equipment Procurement
	Master Agreement;
''Non-exempt Network Service''	the network service (including the annual caps relating
	thereto) to be provided by COSCO SHIPPING Group to
	OOIL Group contemplated under the New Business Master
	Agreement;
''Non-exempt Terminal Service''	the service (including the annual caps relating thereto) to
	be provided by COSCO SHIPPING Group to OOIL Group
	contemplated under the New Terminal Master Agreement;
''Non-exempt Transactions''	together, the Non-exempt Network Service, the Non-
	exempt Terminal Service, the Non-exempt Equipment
	Procurement Service, the Non-exempt Vessel Service and
	the Deposit Service;
''Non-exempt Vessel Service''	the service (including the annual caps relating thereto) to
	be provided by COSCO SHIPPING Group to OOIL Group
	contemplated under the Vessel Services Master Agreement;

- 4 -

DEFINITIONS

''OOIL Group''	the Company and its subsidiaries and associates (as defined
	under the Listing Rules);
''Partially-exempt Transactions''	together, the following transactions (including the
	respective annual caps relating thereto): (i) the services
	(except the Non-exempt Network Service) contemplated
	under the New Business Master Agreement; (ii) the
	services contemplated under the New Bunker Master
	Agreement; and (iii) the services to be provided by OOIL
	Group to COSCO SHIPPING Group under each of the New
	Terminal Master Agreement, the New Equipment
	Procurement Master Agreement and the Vessel Services
	Master Agreement;
''PRC'' or ''China''	the People's Republic of China, for the purpose of this
	c i r c u l a r , e x c l u d i n g H o n g K o n g , M a c a u S p e c i a l
	Administrative Region of the PRC and Taiwan;
''SFO''	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong);
''SGM''	the special general meeting of the Company to be held to
	consider, and if thought fit, approve each of the Non-
	exempt Transactions (including the respective annual caps
	relating thereto) and the re-election of Directors;
''Shares''	ordinary shares of US$0.10 each in the share capital of the
	Company;
''Shareholders''	holder(s) of the share(s) of the Company;
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''subsidiaries''	has the meaning ascribed to it under the Listing Rules; and
	''subsidiary'' means any one of them;
''US$''	United States Dollars, the lawful currency of the United
	States;

- 5 -

DEFINITIONS

''Vessel Services Master	the master agreement dated 30 October 2019 and entered
Agreement''	into between the Company and China COSCO SHIPPING
	in relation to the provision of vessel services, including
	vessel chartering, vessel supervision, and other vessel-
	related services between OOIL Group and COSCO
	SHIPPING Group; and
''%''	per cent.

For identification purpose only

- 6 -

LETTER FROM THE BOARD

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東方海外 ( 國際 ) 有限公司*

(Incorporated in Bermuda with members' limited liability)

(Stock Code: 316)

Executive Directors:	Principal Office:
Mr. XU Lirong (Chairman)	31st Floor
Mr. WANG Haimin (Chief Executive Officer)	Harbour Centre
Mr. YANG Zhijian	25 Harbour Road
Mr. FENG Boming	Wanchai
Mr. TUNG Lieh Cheung Andrew	Hong Kong
Non-Executive Directors:	Registered Office:
Mr. YAN Jun	Clarendon House
Ms. WANG Dan	2 Church Street
Mr. IP Sing Chi	Hamilton HM11
Ms. CUI Hongqin	Bermuda
Independent Non-Executive Directors:
Mr. CHOW Philip Yiu Wah
Dr. CHUNG Shui Ming Timpson
Mr. YANG Liang Yee Philip
Ms. CHEN Ying
Mr. SO Gregory Kam Leung
	28 November 2019
To the Shareholders of the Company
Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

RE-ELECTION OF DIRECTORS

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement dated 30 October 2019 in relation to the continuing connected transactions between OOIL Group and COSCO SHIPPING Group.

For identification purpose only

- 7 -

LETTER FROM THE BOARD

The Existing Master Agreements will expire on 31 December 2019. On 30 October 2019, the Company and China COSCO SHIPPING entered into the New Business Master Agreement, the New Bunker Master Agreement, the New Terminal Master Agreement and the New Equipment Procurement Master Agreement for a further term of three years commencing from 1 January 2020 and ending on 31 December 2022.

Vessel services have been conducted under the Existing Business Master Agreement. Given the independent nature of the services pertaining to vessels (as assets), such services will be segregated from the Existing Business Master Agreement (which mainly focused on services ancillary to business operations) upon its expiry, and will be covered under a standalone master agreement for clarity. On 30 October 2019, the Company and China COSCO SHIPPING entered into the Vessel Services Master Agreement covering the provision of vessel services, including vessel chartering, vessel supervision, and other vessel-related services between OOIL Group and COSCO SHIPPING Group for a term of three years commencing from 1 January 2020 and ending on 31 December 2022.

For better efficiency of fund management between OOIL Group and COSCO SHIPPING Group, it is proposed for the members of OOIL Group to make use of the internal financing platform and cash management platform within COSCO SHIPPING Group. On 30 October 2019, the Company and China COSCO SHIPPING entered into the Financial Services Master Agreement in relation to the provision of deposit service, loan service and other financial services by COSCO SHIPPING Group to OOIL Group for a term of three years commencing from 1 January 2020 and ending on 31 December 2022.

Among the transactions contemplated under the New Master Agreements, the Non-exempt Network Service, the Non-exempt Terminal Service, the Non-exempt Equipment Procurement Service, the Non-exempt Vessel Service and the Deposit Service (the Non-exempt Transactions) are subject to the reporting, announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide the Shareholders with, among others, (i) further information on each of the Non-exempt Transactions (including the respective annual caps relating thereto); (ii) a letter from the Independent Board Committee; (iii) a letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) the information on the Directors proposed to be re-elected at SGM; and (v) the notice of SGM and other information in accordance with the requirements of the Listing Rules.

- 8 -

LETTER FROM THE BOARD

CONTINUING CONNECTED TRANSACTIONS

Details of the Non-exempt Transactions are set out below.

1. New Business Master Agreement

Date:	30 October 2019
Parties:	(1)	the Company (for itself and on behalf of its subsidiaries and
		associates); and
	(2)	China COSCO SHIPPING (for itself and on behalf of its
		subsidiaries and associates)
Scope of Services:	Provision	of the following services between OOIL Group and
	COSCO SHIPPING Group:
	(A)	Liner services, including:
		(i)	network services, including alliances, consortium and
			joint service; and slot exchange, slot purchase or slot
			sale under alliance cooperation;
		(ii)	operation services, including depot service, feeder
			service, terminal rail and trucking service, maintenance
			and repair service, agency service and shiphusbanding
			service;
		(iii)	vessel operating common carrier services; and
		(iv)	other services, including information technology service
			(such as operation software, and liner management
			services).
	(B)	Logistics services, including:
		(i)	non-vessel operating common carrier services;
		(ii)	international supply chain services; and
		(iii)	domestic logistics services, including freight forwarding
			service, transportation service, warehouse service,
			custom brokerage service, air freight forwarding service,
			depot service and supply chain service.

- 9 -

LETTER FROM THE BOARD

	(C)	Other contractual arrangements, including	office leases and
		insurance service.
	(D)	Other services but excluding sharing	of	administrative
		services exempted under rule 14A.98 of the Listing Rules,
		including:
		(i) use of common facilities;
		(ii) ad-hoc use of business facilities; and
		(iii) crew manning service/manning agency service.
	Both the Company and China COSCO SHIPPING have agreed that
	the type of services under the New Business Master Agreement,
	including such other services related to alliance cooperation, joint
	operation centre or project management services, may be amended
	in writing by mutual agreement (including those in connection with
	the alliance agreement between members of the alliance) from time
	to time. Such alliance cooperation as amended (if any) will
	continue to be conducted under the New Business Master
	Agreement in accordance with the terms thereof (including the
	annual caps relating thereto).
Term:	The New Business Master Agreement is for a term of three years
	commencing from 1 January 2020 and ending	on	31 December

2022, and is renewable for successive periods of three years subject to mutual agreement of the Company and China COSCO SHIPPING. Any renewal of the New Business Master Agreement will be subject to compliance with the applicable Listing Rules requirements (including, if required, independent shareholders' approval requirement).

- 10 -

LETTER FROM THE BOARD

Consideration:	The Company and China COSCO SHIPPING have entered into and
	will enter into one or more agreements setting out details of the
	transactions contemplated under the agreement(s), including the
	scope of the services, the duration of the agreement(s) and the fees
	for the transactions. The service fees charged under the New
	Business Master Agreement be paid in cash and shall continue to
	be determined within the alliance cooperation applicable to alliance
	members and/or be determined with reference to the prevailing
	market price, being the price charged by independent third party
	operators or service providers operating or providing similar types
	of services in their ordinary course of business in the same or
	comparable service type and subject to normal commercial terms,
	and in accordance with the principle of fairness and reasonableness.
	The price of the Non-exempt Network Service will be determined
	(if applicable and as the case may be) (i) based on a formula
	comprising fixed costs and variable costs, taking into consideration
	factors including capacity of vessel, bunker costs and port due; or
	(ii) with reference to vessel deployment ratio, actual loading and
	agreed sector rate.
Estimated Annual	Under the umbrella of COSCO SHIPPING Group, OOIL Group is
Caps:	anticipating growth exceeding its historical growth and operation of
	new and larger fleet of vessels and new trade lane services.
	The annual caps for each of the transactions contemplated under
	the New Business Master Agreement for the three financial years
	ending 31 December 2022 for the services anticipated to be
	provided between COSCO Shipping Group and OOIL Group are as
	follows:

- 11 -

LETTER FROM THE BOARD

Provision of services by COSCO SHIPPING Group to OOIL Group:

				Annual Caps
Type of services under the
New Business Master	Year 2020	Year 2021	Year 2022
Agreement		(US$'000)	(US$'000)	(US$'000)
(A)	Liner services
	(i)	network services	224,000	297,000	343,000
		(Non-exempt
		Network Service)
	(ii)	operation services	120,000	120,000	120,000
	(iii)	vessel operating	2,400	2,400	2,400
		common carrier
		services
	(iv)	other services,	15,000	15,000	15,000
		including
		information
		technology service
		(Note)
(B)	Logistics services,	15,000	19,000	23,000
	including non-vessel
	operating common
	carrier services,
	international supply
	chain services, and
	domestic logistics
	services
(C)	Other contractual	20,000	20,000	20,000
	arrangements, including

office leases and insurance service

- 12 -

LETTER FROM THE BOARD

		Annual Caps
Type of services under the
New Business Master	Year 2020	Year 2021	Year 2022
Agreement	(US$'000)	(US$'000)	(US$'000)
(D) Other services, including	12,000	12,000	12,000
use of common facilities,
ad-hoc use of business
facilities and crew
manning service/manning
agency service

The provision of services by OOIL Group to COSCO SHIPPING Group is only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules and is exempt from the independent shareholders' approval requirement pursuant to Rule 14A.76(2) of the Listing Rules. The estimated annual caps relating to the provision of services by OOIL Group to COSCO SHIPPING Group are set out below for information only:

			Annual Caps
Type of services under the
New Business Master	Year 2020	Year 2021	Year 2022
Agreement		(US$'000)	(US$'000)	(US$'000)
(A) Liner services
(i)	network services	103,000	106,000	109,000
(ii)	operation services	6,000	6,000	6,000
(iii)	vessel operating	120,000	120,000	120,000
	common carrier
	services

- 13 -

LETTER FROM THE BOARD

			Annual Caps
Type of services under the
New Business Master	Year 2020	Year 2021	Year 2022
Agreement	(US$'000) (US$'000) (US$'000)
	(iv) other services,	75,000	75,000	75,000
	including
	information
	technology service
	(Note)
(B)	Logistics services,	10,000	11,000	12,000
	including non-vessel
	operating common
	carrier services,
	international supply
	chain services and
	domestic logistics
	services
(C)	Other contractual	6,000	6,000	6,000
	arrangements, including
	office leases and
	insurance service
(D)	Other services, including	6,000	6,000	6,000
	use of common facilities,

ad-hoc use of business facilities and crew manning service/manning agency service

- 14 -

LETTER FROM THE BOARD

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the existing scale and operations of OOIL Group's business and the business plan of OOIL Group, in particular the services introduced by OOIL Group in Latin America and Africa which led to substantial increase in anticipated transaction amounts; (ii) the anticipated growth and development of OOIL Group under COSCO SHIPPING Group; (iii) anticipated achievement in synergies and better operational efficiency growth; and (iv) increase in energy costs, mainly caused by the regulatory requirement on fuel oil, and interest costs and the global environment in our industry; against below historical amounts of the transactions for the period from 1 July 2018 to 31 August 2019 providing similar types of services to those set out in the New Business Master Agreement:

Provision of services by COSCO SHIPPING Group to OOIL Group:

	Historical Amounts
	From	From
	1 July to	1 January to
	31 December	31 August	2019
	2018	2019	Annual Cap
Type of services	(US$'000)	(US$'000)	(US$'000)

Liner services

(i)	network	20,999	49,506	119,000
	services
(ii)	operation	25,110	58,692	132,000
	services
(iii)	vessel	-	-	2,400
	operating

common carrier services

- 15 -

LETTER FROM THE BOARD

		Historical Amounts
		From	From
		1 July to	1 January to
		31 December	31 August	2019
		2018	2019	Annual Cap
Type of services	(US$'000)	(US$'000)	(US$'000)
	(iv) other services,	-	-	2,400
	including
	information
	technology
	service (Note)
(B)	Logistics services,	2,695	4,816	11,000
	including non-vessel
	operating common
	carrier services,
	international supply
	chain services, and
	domestic logistics
	services
(C)	Other contractual	176	235	6,000
	arrangements,
	including office
	leases
(D)	Other services,	569	773	9,600
	including use of

common facilities, ad-hoc use of business facilities and crew manning service/manning agency service

- 16 -

LETTER FROM THE BOARD

Provision of services by OOIL Group to COSCO SHIPPING Group:

	Historical Amounts
	From	From
	1 July to	1 January to
	31 December	31 August	2019
	2018	2019	Annual Cap
Type of services	(US$'000)	(US$'000)	(US$'000)

Liner services

	(i)	network	15,346	22,007	72,000
		services
	(ii)	operation	740	617	6,000
		services
	(iii)	vessel	39,333	48,604	132,000
		operating
		common
		carrier
		services
	(iv)	other services,	593	1,432	67,597
		including
		information
		technology
		service (Note)
(B)	Logistics services,	471	1,102	7,200
	including non-vessel
	operating common
	carrier services,
	international supply
	chain services and
	domestic logistics
	services
(C)	Other contractual	170	26	6,000
	arrangements,
	including office
	leases

- 17 -

LETTER FROM THE BOARD

	Historical Amounts
	From	From
	1 July to	1 January to
	31 December	31 August	2019
	2018	2019	Annual Cap
Type of services	(US$'000)	(US$'000)	(US$'000)
(D) Other services,	-	-	6,000
including use of

common facilities, ad-hoc use of business facilities and crew manning service/manning agency service

Note: Vessel services have been conducted under the Existing Business Master Agreement. Given the independent nature of vessel services, such services will be segregated from the Existing Business Master Agreement upon its expiry and will be covered under the Vessel Services Master Agreement for clarity.

Historical transaction amounts of vessel services for the period from 1 July 2018 to 31 August 2019 are set out under the section headed ''Vessel Services Master Agreement'' in this circular.

2. New Terminal Master Agreement

Date:	30 October 2019
Parties:	(1) the Company (for itself and on behalf of its subsidiaries and
	associates); and
	(2) China COSCO SHIPPING (for itself and on behalf of its
	subsidiaries and associates)
Scope of Services:	Purchase of terminal services (such as loading and unloading of
	containers at port) and related services (such as terminal handling,
	storage and maintenance of container and storage services (e.g.
	temperature monitoring) and customs clearing services) between
	OOIL Group and COSCO SHIPPING Group

- 18 -

LETTER FROM THE BOARD

Term:	The New Terminal Master Agreement is for a term of three years
	commencing from 1 January 2020 and ending on 31 December
	2022, and is renewable for successive periods of three years subject
	to mutual agreement of the Company and China COSCO
	SHIPPING. Any renewal of the New Terminal Master Agreement
	will be subject to compliance with the applicable Listing Rules
	requirements (including, if required, independent shareholders'
	approval requirement).
Consideration:	The Company and China COSCO SHIPPING have entered into and
	will enter into one or more agreements setting out details of the
	transactions contemplated under the agreement(s), including the
	scope of the services, the duration of the agreement(s) and the fees
	for the transactions. The service fees charged under the New
	Terminal Master Agreement shall be paid in cash and determined
	with reference to the prevailing market price, being the price
	charged by independent third party operators or service providers
	operating or providing similar types of services in their ordinary
	course of business in the same or comparable service type, applying
	(if applicable, as the case may be) the principle of reciprocal terms
	allowing mutual exchange of capacity or determined within a
	similar range of pricing offered by the independent third parties (to
	the extent available) in arms-length negotiation, and subject to
	normal commercial terms, and in accordance with the principle of
	fairness and reasonableness.
Estimated Annual	Under the umbrella of COSCO SHIPPING Group, OOIL Group is
Caps:	anticipating growth exceeding its historical growth and operation of
	new and larger fleet of vessels and new trade lane services.
	The annual caps for the transactions contemplated by the New
	Terminal Master Agreement for the three financial years ending 31
	December 2022 are as follows:

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LETTER FROM THE BOARD

		Annual Caps
	Year 2020	Year 2021	Year 2022
	(US$'000) (US$'000)	(US$'000)
Provision of services by COSCO	155,000	158,000	160,000
SHIPPING Group to OOIL Group
(Non-exempt Terminal Service)
Provision of services by OOIL Group	25,000	25,000	25,000
to COSCO SHIPPING Group
(Note)

Note: The estimated annual caps relating to the provision of services by OOIL Group to COSCO SHIPPING Group are set out above for information only, as such services are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules and are exempt from the independent shareholders' approval requirement pursuant to Rule 14A.76(2) of the Listing Rules.

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the existing scale and operations of OOIL Group's business and the business plan of OOIL Group; (ii) the anticipated growth and development of OOIL Group under COSCO SHIPPING Group; (iii) anticipated achievement in synergies and better operational efficiency growth; and (iv) increase in energy costs and interest costs and the global environment in our industry; against below historical amounts of the transactions for the period from 1 July 2018 to 31 August 2019 providing similar type of services to those set out in the New Terminal Master Agreement:

	Historical Amounts
	From 1	From 1
	July to 31	January to	2019
	December	31 August	Annual
	2018	2019	Cap
	(US$'000) (US$'000) (US$'000)
Services provided by COSCO	54,558	68,687	280,000
SHIPPING Group to OOIL Group
Services provided by OOIL Group to	12,139	28,126	96,000
COSCO SHIPPING Group

- 20 -

LETTER FROM THE BOARD

3. New Equipment Procurement Master Agreement

Date:	30 October 2019
Parties:	(1) the Company (for itself and on behalf of its subsidiaries and
	associates); and
	(2) China COSCO SHIPPING (for itself and on behalf of its
	subsidiaries and associates)
Scope of Services:	Provision of equipment to be produced by COSCO SHIPPING
	Group and equipment procurement services, including container
	acquisition by OOIL Group from COSCO SHIPPING Group, and
	pooling and related services (such as leasing of containers and
	equipment repositioning) between OOIL Group and COSCO
	SHIPPING Group
Term:	The New Equipment Procurement Master Agreement is for a term
	of three years commencing from 1 January 2020 and ending on 31
	December 2022, and is renewable for successive periods of three
	years subject to mutual agreement of the Company and China
	COSCO SHIPPING. Any renewal of the New Equipment
	Procurement Master Agreement will be subject to compliance with
	the applicable Listing Rules requirements (including, if required,
	independent shareholders' approval requirement).
Consideration:	The Company and China COSCO SHIPPING have entered into and
	will enter into one or more agreements setting out details of the
	transactions contemplated under the agreement(s), including the
	scope of the services, the duration of the agreement(s) and the fees
	for the transactions. The service fees (including the price of the
	equipment, if applicable) charged under the New Equipment
	Procurement Master Agreement shall be paid in cash and
	determined with reference to the prevailing market price, being the
	price charged by independent third party operators or service
	providers operating or providing similar types of services in their
	ordinary course of business in the same or comparable service type
	(and taking into account the manufacturing capacity of the
	container manufacturer(s) independent from OOIL Group and the
	market demand) and subject to normal commercial terms, and in
	accordance with the principle of fairness and reasonableness.

- 21 -

LETTER FROM THE BOARD

Estimated Annual	Under the umbrella of COSCO SHIPPING Group, OOIL Group is
Caps:	anticipating growth exceeding its historical growth and operation of
	new and larger fleet of vessels and new trade lane services.
	The annual caps for the transactions contemplated by the New
	Equipment Procurement Master Agreement for the three financial
	years ending 31 December 2022 are as follows:
			Annual Caps
		Year 2020	Year 2021	Year 2022
		(US$'000) (US$'000) (US$'000)
	Provision of services by	570,000	580,000	590,000
	COSCO SHIPPING Group to
	OOIL Group (Non-exempt
	Equipment Procurement
	Service)
	Provision of services by OOIL	36,000	65,000	101,000
	Group to COSCO SHIPPING
	Group (Note)

- 22 -

LETTER FROM THE BOARD

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the existing scale and operations of OOIL Group's business and the business plan of OOIL Group, including, the envisaged purchase of new containers manufactured by members of COSCO SHIPPING Group (and taking into account COSCO SHIPPING Group's acquisition of certain container manufacturing capacities in 2019), which purchase mainly contributed to the bulk of the annual caps; (ii) the anticipated growth and development of OOIL Group under COSCO SHIPPING Group; (iii) anticipated achievement in synergies and better operational efficiency growth, as a result of growing co-operation between OOIL Group and COSCO SHIPPING Group; and (iv) increase in energy costs and interest costs and the global environment in our industry; against below historical amounts of the transactions for the period from 1 July 2018 to 31 August 2019 providing similar type of services to those set out in the New Equipment Procurement Master Agreement:

	Historical Amounts
		From
	From	1 January
	1 July to	to
	31 December	31 August	2019
	2018	2019	Annual Cap
	(US$'000)	(US$'000)	(US$'000)
Services provided by	95,333	16,177	280,000
COSCO SHIPPING
Group to OOIL Group
Services provided by	-	5,415	20,000
OOIL Group to

COSCO SHIPPING

Group

- 23 -

LETTER FROM THE BOARD

4. Vessel Services Master Agreement

Date:	30 October 2019
Parties:	(1) the Company (for itself and on behalf of its subsidiaries and
	associates); and
	(2) China COSCO SHIPPING (for itself and on behalf of its
	subsidiaries and associates)
Scope of Services:	Provision of vessel services, including vessel chartering, vessel
	supervision, and other vessel-related services (such as specialised
	technical support and service for use of vessels and services
	auxiliary to shipbuilding) between OOIL Group and COSCO
	SHIPPING Group
Term:	The Vessel Services Master Agreement is for a term of three years
	commencing from 1 January 2020 and ending on 31 December
	2022, and is renewable for successive periods of three years subject
	to mutual agreement of the Company and China COSCO
	SHIPPING. Any renewal of the Vessel Services Master Agreement
	will be subject to compliance with the applicable Listing Rules
	requirements (including, if required, independent shareholders'
	approval requirement).
Consideration:	The Company and China COSCO SHIPPING have entered into and
	will enter into one or more agreements setting out details of the
	transactions contemplated under the agreement(s), including the
	scope of the services, the duration of the agreement(s) and the fees
	for the transactions. The service fees charged under the Vessel
	Services Master Agreement shall be paid in cash and determined
	with reference to the prevailing market price, being the price
	charged by independent third party operators or service providers
	operating or providing similar types of services in their ordinary
	course of business (including, with respect to vessel chartering,
	considering the market rates reported by independent broker firm(s)
	or the weighted average internal costs of the respective vessels)
	subject to normal commercial terms, and in accordance with the
	principle of fairness and reasonableness.

- 24 -

LETTER FROM THE BOARD

Estimated Annual	Under the umbrella of COSCO SHIPPING Group, OOIL Group is
Caps:	anticipating growth exceeding its historical growth and operation of
	new and larger fleet of vessels and new trade lane services.
	The annual caps for the transactions contemplated by the Vessel
	Services Master Agreement for the three financial years ending 31
	December 2022 are as follows:
			Annual Caps
		Year 2020	Year 2021	Year 2022
		(US$'000) (US$'000)	(US$'000)
	Provision of services by COSCO	190,000	230,000	230,000
	SHIPPING Group to OOIL Group
	(Non-exempt Vessel Service)
	Provision of services by OOIL Group	61,000	103,000	103,000
	to COSCO SHIPPING Group
	(Note)

- 25 -

LETTER FROM THE BOARD

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the existing scale and operations of OOIL Group's business and the business plan of OOIL Group; (ii) the anticipated growth and development of OOIL Group under COSCO SHIPPING Group; (iii) anticipated achievement in synergies and better operational efficiency growth; and (iv) increase in energy costs and interest costs and the global environment in our industry; against below historical amounts of the transactions for the period from 1 July 2018 to 31 August 2019 providing similar type of services to those set out in the Vessel Services Master Agreement:

	Historical Amounts
		From
	From	1 January
	1 July to	to
	31 December	31 August	2019
	2018	2019	Annual Cap
	(US$'000)	(US$'000)	(US$'000)
Services provided by	10,966	29,468	66,153
COSCO SHIPPING
Group to OOIL Group
Services provided by	-	5,416	28,000
OOIL Group to

COSCO SHIPPING

Group

Note: The historical transaction amounts of vessel services for the period from 1 July 2018 to 31 August 2019 were conducted under the Existing Business Master Agreement. Given the independent nature of services pertaining to the vessels, such services will be segregated from the Existing Business Master Agreement upon its expiry and will be covered under the Vessel Services Master Agreement for clarity.

The general credit terms for payment, which is applicable to all New Master Agreements (except the Financial Services Master Agreement), is ''within 30 days due net'' (meaning payment to be settled in 30 days after the invoice date that is issued after delivery of goods or provision of service). This is in line with the general credit terms of the Group with independent third party service providers. With respect to container manufacturing, this general credit term also apply to the manufacturers, which normally issue invoices after the issuance of certificate of acceptance.

- 26 -

LETTER FROM THE BOARD

5. Financial Services Master Agreement

Date:	30 October 2019
Parties:	(1) the Company (for itself and on behalf of its subsidiaries and
	associates); and
	(2) China COSCO SHIPPING (for itself and on behalf of its
	subsidiaries and associates)
Scope of Services:	Provision of deposit service, loan service and other financial
	services (including but not limited to clearing services and foreign
	exchange services) by COSCO SHIPPING Group to OOIL Group
Term:	The Financial Services Master Agreement is for a term of three
	years commencing from 1 January 2020 and ending on 31
	December 2022, and is renewable for successive periods of three
	years subject to mutual agreement of the Company and China
	COSCO SHIPPING. Any renewal of the Financial Services Master
	Agreement will be subject to compliance with the applicable
	Listing Rules requirements (including, if required, independent
	shareholders' approval requirement).
Consideration:	The Company and China COSCO SHIPPING will enter into one or
	more agreements setting out details of the transactions
	contemplated under the agreement(s), including the scope of the
	services, the duration of the agreement(s) and the fees for the
	transactions. The Company and China COSCO SHIPPING have
	agreed that the transaction terms of the services shall be on normal
	commercial terms and fair and reasonable, and shall not be less
	favourable to OOIL Group than those offered by COSCO
	SHIPPING Group to the other members of COSCO SHIPPING
	Group for the same type of services and also shall not be less
	favourable than the terms offered by independent third party
	onshore financial institutions to OOIL Group for the same type of
	services.

- 27 -

LETTER FROM THE BOARD

The Company and China COSCO SHIPPING have further agreed that:

	(i)	the interest rates for deposits shall be determined (a) with
		reference to market interest rates, being interest rates
		determined by independent third party onshore commercial
		banks providing the same type of deposit services in their
		ordinary course of business in the same or nearby service area
		and subject to normal commercial terms, and in accordance
		with the principle of fairness and reasonableness; and (b) with
		reference to the interest rate offered by COSCO SHIPPING
		Group for the same type of deposits from other entities;
	(ii)	the interest rates for loans shall be determined (a) with
		reference to market interest rates, being interest rates
		determined by independent third party onshore commercial
		banks providing the same type of loan services in their
		ordinary course of business in the same or nearby service area
		and subject to normal commercial terms, and shall be in
		accordance with the principle of fairness and reasonableness;
		and (b) with reference to the interest rate charged by COSCO
		SHIPPING Group for the same type of loans provided to
		other entities; and
	(iii)	the pricing policies for other financial services shall be
		determined with reference to (a) the handling fees charged by
		independent third party onshore commercial banks to OOIL
		Group for the same type of services; and (ii) the handling fees
		charged by COSCO SHIPPING Group to independent third
		parties with the same credit rating for the same type of
		services.
Estimated Annual	Under the umbrella of COSCO SHIPPING Group, OOIL Group is
Caps:	anticipating to make use of the function of the internal financing
	platform and cash management platform within COSCO SHIPPING
	Group for better efficiency of fund management.

- 28 -

LETTER FROM THE BOARD

The annual caps for the Deposit Service for the three financial years ending 31 December 2022 are as follows:

Deposit Service
		Deposit Caps
	Year 2020	Year 2021	Year 2022
	(US$'000) (US$'000)	(US$'000)
Maximum daily outstanding balance	200,000	200,000	200,000
of deposits (including accrued
interest and handling fee) to be

placed by OOIL Group with COSCO SHIPPING Group (Deposit Cap)

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the historical cash flow movements of OOIL Group placed with the independent third party banks; and (ii) the anticipated business plan of OOIL Group with a view to managing its financial risks effectively and reasonably.

The loan service and the other financial services contemplated under the Financial Services Master Agreement are fully exempt from the reporting, annual review, announcement and independent shareholder approval requirements under Chapter 14A of the Listing Rules. The estimated annual caps relating to the loan service and the other financial services are set out below for information only.

- 29 -

LETTER FROM THE BOARD

Loan Service
		Annual Caps
	Year 2020	Year 2021	Year 2022
	(US$'000) (US$'000)	(US$'000)
Maximum daily outstanding balance	100,000	100,000	100,000
of loans (including accrued
interest and handling fee) to be
granted by COSCO SHIPPING
Group to OOIL Group

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the historical amount of the borrowings of OOIL Group placed with the independent third party banks; and (ii) the anticipated business plan of OOIL Group with a view to managing its financial risks effectively and reasonably.

Other Financial Services

Annual Caps

Year 2020 Year 2021 Year 2022

(US$'000) (US$'000) (US$'000)

Provision of services by COSCO	1,000	1,000	1,000
SHIPPING Group to OOIL Group

For the purpose of rule 14A.68(4) of the Listing Rules, the above annual caps were determined by reference to (i) the historical amount of financial services of OOIL Group placed with the independent third party banks; and (ii) the anticipated business plan of OOIL Group with a view to managing its financial risks effectively and reasonably.

- 30 -

LETTER FROM THE BOARD

REASONS FOR AND BENEFITS OF THE CONTINUING CONNECTED TRANSACTIONS

The continuing connected transactions contemplated under each of the New Business Master Agreement, the New Bunker Master Agreement, the New Terminal Master Agreement, the New Equipment Procurement Master Agreement and the Vessel Services Master Agreement are in line with the business and commercial objectives of the Group and would enable the Group to leverage on COSCO SHIPPING Group's global shipping network to drive for future growth, synergies and operational efficiency.

OOIL Group and COSCO SHIPPING Group mutually provide similar service to each other under each of the New Business Master Agreement, the New Terminal Master Agreement, the New Equipment Procurement Master Agreement and the Vessel Services Master Agreement because (i) OOIL Group and COSCO SHIPPING Group each owns vessel capacity, and marine terminals and depots in different geographical locations, and requires services provided by each other in various geographical locations; and (ii) as members of the Ocean Alliance, OOIL Group and COSCO SHIPPING Group co-operate to offer services to each other, in the capacity of an owner to a user of the relevant facility or vessel and also to promote equipment utilization and reduce idle capacity.

Ocean Alliance is a leading alliance formed by CMA CGM S.A., COSCO SHIPPING Lines Co., Ltd. (a member of COSCO SHIPPING Group), Evergreen Marine Corporation (Taiwan) Ltd. and Orient Overseas Container Line Limited and OOCL (Europe) Limited (both are wholly owned subsidiaries of the Company and acting as one party) to operate a comprehensive service network covering the various trade lanes globally.

The continuing connected transactions contemplated under the Financial Services Master Agreement would enable OOIL Group to obtain financial services on terms not less favourable than the terms offered by independent banks and financial institutions and would provide for efficient fund management between OOIL Group and COSCO SHIPPING Group by OOIL Group utilizing the financial and cash management platform of COSCO SHIPPING Group.

The Board (including the Independent Non-Executive Directors after taking into account the advice from the Independent Financial Adviser) considers that the entering into the New Master Agreements and the continuing connected transactions contemplated thereunder (including the Non-exempt Transactions) are in the ordinary and usual course of business of the Group, and that the terms of each of the New Master Agreements (including the annual caps relating thereto) are on normal commercial terms or better, fair and reasonable and in the interests of the Company and its shareholders as a whole.

- 31 -

LETTER FROM THE BOARD

Mr. Xu Lirong and Mr. Wang Haimin, Executive Directors of the Company, Mr. Huang Xiaowen and Mr. Zhang Wei, the then Executive Directors of the Company on the date of board meeting of the Company approving the continuing connected transactions contemplated under the New Master Agreements (including the Non-exempt Transactions), and Dr. Chung Shui Ming Timpson and Mr. Yang Liang Yee Philip, Independent Non-Executive Directors of the Company, were holding directorships and/or senior management positions in China COSCO SHIPPING, its subsidiaries or its associates. Accordingly, each of them was considered to have a material interest in the transactions contemplated under each of the New Master Agreements (including the Non-exempt Transactions) and was required to abstain from voting on the relevant resolutions at the meeting of the Board. Each of Mr. Huang Xiaowen, Mr. Wang Haimin and Mr. Yang Liang Yee Philip had abstained from voting on the board resolutions approving the continuing connected transactions contemplated under the New Master Agreements (including the Non- exempt Transactions) at the meeting of the Board. Mr. Xu Lirong, Mr. Zhang Wei and Dr. Chung Shui Ming Timpson were absent from the meeting of the Board and did not vote on the resolutions.

Other than Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Wang Haimin, Mr. Zhang Wei, Dr. Chung Shui Ming Timpson and Mr. Yang Liang Yee Philip, none of the other Directors in the Board on the date of Board meeting (including Mr. Chow Philip Yiu Wah, Ms. Chen Ying and Mr. So Gregory Kam Leung, the Independent Non-Executive Directors) had a material interest in the New Master Agreements (including the Non-exempt Transactions), and none of them had abstained from voting on the relevant resolutions.

Mr. Yang Zhijian and Mr. Feng Boming were appointed as Executive Directors of the Company after the date of Board meeting approving the continuing connected transactions contemplated under the New Master Agreements (including the Non-exempt Transactions). They did not attend the board meeting and did not vote on the resolutions.

LISTING RULES IMPLICATIONS

China COSCO SHIPPING indirectly controls more than 50% of the issued share capital of the Company. Accordingly, members of COSCO SHIPPING Group are connected persons of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under each of the New Master Agreements constitute continuing connected transactions of the Company.

- 32 -

LETTER FROM THE BOARD

Non-exempt Transactions

As one or more of the applicable percentage ratios of the annual caps in respect of each of the Non-exempt Network Service, the Non-exempt Terminal Service, the Non-exempt Equipment Procurement Service, the Non-exempt Vessel Service and the Deposit Service (the Non-exempt Transactions) exceeds 5% but all applicable percentage ratios are less than 25%, each of these Non-exempt Transactions are subject to the reporting, announcement, annual review and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

For avoidance of doubt, under each of the New Master Agreements, if a service contemplated thereunder is subject to independent shareholders' approval requirements under the Listing Rules, regardless of whether such independent shareholders' approval is obtained, it will not affect the performance by OOIL Group or COSCO SHIPPING Group of its respective obligations with respect to the other services which are exempt from such independent shareholders' approval under the Listing Rules.

An Independent Board Committee comprising all Independent Non-Executive Directors (except Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying) has been established to advise the Independent Shareholders on the terms of the Non-exempt Transactions (and the annual caps relating thereto) and on how to vote. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

Transactions which are partially-exempt or fully-exempt from requirements under Chapter 14A

As all applicable percentage ratios of the annual caps in respect of the Partially-exempt Transactions exceed 0.1% but are less than 5%, the Partially-exempt Transactions are only subject to the reporting, announcement and annual review requirements under Chapter 14A of the Listing Rules and are exempt from the independent shareholders' approval requirement pursuant to rule 14A.76(2) of the Listing Rules.

The loan service contemplated under the Financial Services Master Agreement constitutes financial assistance to be received by OOIL Group from COSCO SHIPPING Group. As such loan service will be conducted on normal or better commercial terms and will not be secured by the assets of OOIL Group, the loan service under the Financial Services Master Agreement is fully exempt from the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

As all applicable percentage ratios of the annual caps in respect of the other financial services contemplated under the Financial Services Master Agreement are less than 0.1%, such other financial services are fully exempt from the reporting, annual review, announcement and independent shareholders' approval requirements under Chapter 14A of the Listing Rules.

- 33 -

LETTER FROM THE BOARD

Discloseable transactions under Chapter 14

As one or more of the applicable percentage ratios in respect of annual caps for the Non- exempt Equipment Procurement Service exceeds 5% but all applicable percentage ratios are less than 25%, the Non-exempt Equipment Procurement Service also constitutes a discloseable transaction of the Company subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Deposit Cap for the Deposit Service exceeds 5% but all applicable percentage ratios are less than 25%, the Deposit Service also constitutes a discloseable transaction of the Company subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

INTERNAL CONTROL PROCEDURES

Annual review by the auditors and Independent Non-Executive Directors, as part of the Group's internal controls systems, are in place to ensure that the transactions between the Group and its connected persons are conducted in accordance with the pricing policy. Apart from this, the Company would:

identify and register the connected transactions in a system designed to track the connected transactions;
carry out regular checking and reconciliation to ensure the completeness and accuracy of the connected transactions recorded in the system;
report the transaction amounts monthly, so that the Group's management can be informed of the status of the connected transactions timely and assess if the transactions can be conducted within the annual cap;
examine the pricing of transactions regularly to ensure that the connected transactions are conducted in accordance with the pricing terms thereof, including reviewing the transaction records of OOIL Group, for the purchase or provision of similar goods or services from or to independent third parties; and
in relation to each annual cap under the New Master Agreements, set appropriate internal monitoring limits, such that the Company will be alerted at appropriate times prior to reaching the relevant annual caps.

- 34 -

LETTER FROM THE BOARD

In addition, OOIL Group shall adopt the following internal control measures in dealing with the financial services provided by connected persons:

the Company will monitor interest rates for deposits, loans and service fees for other financial services with reference to the independent third party onshore commercial banks from time to time;
the Company will obtain from the customer managers of the independent third party onshore commercial banks such quotes for deposits, loans and other financial services regularly as needed;

Capital risk control measures

the Company understands that COSCO SHIPPING Group will procure that COSCO SHIPPING Finance Company Limited (''COSCO SHIPPING Finance'', a licensed financial institution approved by China Banking and Insurance Regulatory Commission (''CBIRC''))
1. adopt the management and supervision of CBIRC according to the Administrative Measures for Enterprise Group Finance Companies; (ii) ensure COSCO SHIPPING Finance's main regulatory ratio indicators comply with the provisions of the CBIRC and other Chinese laws and regulations;
the Company will obtain the main financial ratio indicators from COSCO SHIPPING Finance on a quarterly basis and obtain its annual audited financial report for the fiscal year;
the Company understands that according to the CBIRC's Administrative Measures for Enterprise Group Finance Companies and the company charter of COSCO SHIPPING Finance, China COSCO SHIPPING, as the parent company of COSCO SHIPPING Finance, shall increase the COSCO SHIPPING Finance capital in accordance with the actual needs of solving payment difficulties; and
if COSCO SHIPPING Finance fails to repay the deposit to the Company as scheduled, the Company will require China COSCO SHIPPING to direct COSCO SHIPPING Finance to agree that the Company has the right to offset any loans payable to COSCO SHIPPING Finance.

If the terms obtained through the two methods above are more favourable to OOIL Group than those provided by China COSCO SHIPPING, the Company will report to the management and re-negotiate price with China COSCO SHIPPING. Other banks would be selected if the offer from China COSCO SHIPPING cannot meet the pricing principle.

- 35 -

LETTER FROM THE BOARD

INFORMATION ON THE RELEVANT PARTIES

The Group is principally engaged in the provision of container transport and logistics services.

According to the information provided by China COSCO SHIPPING, and to the best of the Directors' knowledge, information and belief, China COSCO SHIPPING is a PRC state-owned enterprise. The scope of business of China COSCO SHIPPING includes international shipping, ancillary business in international maritime transportation, import and export of goods and technologies, international freight agency business, leasing of self-owned vessels, sale of vessels, containers and steel, maritime engineering.

RE-ELECTION OF DIRECTORS

Pursuant to code provision A.4.2 of Appendix 14 to the Listing Rules, all directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment. Accordingly, each of Mr. So Gregory Kam Leung (appointed as an Independent Non-Executive Director on 17 May 2019 after conclusion of the annual general meeting of the Company), Mr. Yang Zhijian and Mr. Feng Boming (both appointed as Executive Directors on 18 September 2019) is subject to election by Shareholders at the SGM and, being eligible, will offer themselves for re-election at the SGM.

Recommendation to the Board for the proposed re-election of each of Mr. So Gregory Kam Leung as an Independent Non-Executive Director, Mr. Yang Zhijian and Mr. Feng Boming as Executive Directors was made by the Nomination Committee of the Company, after having considered the structure, size and composition of the Board and performance of the Board (including the Independent Non-Executive Directors) with reference to the board diversity policy and nomination policy of the Company.

The Board is of the view that Mr. So Gregory Kam Leung has provided valuable contributions to the Company and has demonstrated his abilities to provide independent, balanced and objective view to the Company's affairs supported by his own perspectives, skills and experience.

Mr. So Gregory Kam Leung has confirmed that he meets the independence guidelines set out in rule 3.13 of the Listing Rules and that there are no factors that may affect his independence as an Independent Non-Executive Director. The Board believes that Mr. So Gregory Kam Leung would continue to be independent and proposes his re-election as Independent Non-Executive Director.

- 36 -

LETTER FROM THE BOARD

The Board has delegated responsibilities to the Remuneration Committee of the Company to determine the emoluments of the Executive Directors by reference to market terms, their individual skills, knowledge, experience, duties and responsibilities with the Group (if applicable). The Executive Directors also participate in a performance-based discretionary bonus scheme determined by reference to the performance of the Company and the individual. The emoluments of the Non-Executive Directors including Independent Non-Executive Directors are determined by the Board based on the recommendations of the Remuneration Committee of the Company by reference to their individual skills, knowledge, qualification, experience and responsibilities.

Details of the retiring Directors who have offered themselves for re-election at the SGM are set out in Appendix I to this circular.

SPECIAL GENERAL MEETING

The SGM will be held for the Shareholders to consider, and if thought fit, approve the Non- exempt Transactions (including the respective annual caps relating thereto) and the re-election of the Directors.

Faulkner, being the connected person of the Company and having material interest in each of the Non-exempt Network Service, the Non-exempt Terminal Service, the Non-exempt Equipment Procurement Service, the Non-exempt Vessel Service and the Deposit Service, will abstain from voting on the relevant resolutions in respect thereof at the SGM. As at the Latest Practicable Date, Faulkner directly held 75% of the issued share capital of the Company. To the best knowledge of the Directors, as at the Latest Practicable Date, save as disclosed above, no other Shareholder is required to abstain from voting on the resolutions proposed at the SGM.

A notice of the SGM is set out on pages 79 to 81 of this circular. Whether or not you intend to attend the SGM in person, you are requested to complete and return the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited (the ''Branch Share Registrar''), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for the SGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish.

The register of members of the Company will be closed during the period from 12 December 2019 to 17 December 2019, both days inclusive, to ascertain the Shareholders entitled to attend and vote at the SGM. During this period, no transfer of shares will be registered. To be eligible to attend and vote at the above meeting, all share transfer documents must be accompanied with the relevant share certificates and lodged with the Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 11 December 2019.

- 37 -

LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to rule 13.39(4) of the Listing Rules, all resolutions set out in the notice of the SGM will be voted by way of a poll. An announcement on the results of the poll voting will be made by the Company after the SGM in the manner prescribed under rule 13.39(5) of the Listing Rules.

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 39 to 40 of this circular and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 41 to 68 of this circular in connection with the Non-exempt Transactions (including the respective annual caps relating thereto), and the principal factors and reasons considered by the Independent Financial Adviser in arriving at such advice.

The Independent Board Committee, having taken into account the terms of the Non-exempt Transactions and the advice of the Independent Financial Adviser, is of the opinion that the Non- exempt Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and that the terms of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three years ending 31 December 2022) are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the resolutions to approve the Non-exempt Transactions (including the respective annual caps relating thereto).

The Board recommends the Independent Shareholders to vote in favour of the resolutions to approve the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three years ending 31 December 2022) and further recommends the Shareholders to vote in favour of the proposed re-election of the Directors at the SGM.

ADDITIONAL INFORMATION

Your attention is drawn to the information set out in Appendix I to this circular.

Yours faithfully,

By order of the Board

Orient Overseas (International) Limited

XU Lirong

Chairman

- 38 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東方海外 ( 國際 ) 有限公司*

(Incorporated in Bermuda with members' limited liability)

(Stock Code: 316)

28 November 2019

To the Independent Shareholders of the Company

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS

We refer to the circular issued by the Company to the Shareholders dated 28 November

2019 (the ''Circular'') of which this letter forms part. Unless the context otherwise requires, terms defined in the Circular shall have the same meanings in this letter.

We have been appointed by the Board to advise the Independent Shareholders as to whether

the Non-exempt Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and (ii) the terms of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three years ending 31 December 2022) are fair and reasonable and in the interests of the Shareholders as a whole.

First Shanghai Capital Limited has been appointed to act as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Non-exempt Transactions. The text of the letter of advice from the Independent Financial Adviser containing their recommendations and the principal factors they have taken into account in arriving at their recommendations are set out from pages 41 to 68 of the Circular.

Having taken into account the terms of the Non-exempt Transactions and the advice of the Independent Financial Adviser, we are of the opinion that (i) the Non-exempt Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the Group, and that (ii) the terms of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three years ending 31 December 2022) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

For identification purpose only

- 39 -

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We therefore recommend the Independent Shareholders to vote in favour of the relevant resolutions to be proposed at the SGM to the Non-exempt Transactions (including the respective annual caps relating thereto).

Yours faithfully,

For and on behalf of

THE INDEPENDENT BOARD COMMITTEE

Mr. Chow Philip Yiu Wah	Mr. So Gregory Kam Leung
Independent Non-Executive Director	Independent Non-Executive Director

For identification purpose only

- 40 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter to the Independent Board Committee and the Independent Shareholders received from the Independent Financial Adviser setting out its opinion and recommendation regarding the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three financial years ending 31 December 2022), for the purpose of inclusion in this circular.

First Shanghai Capital Limited

19th Floor, Wing On House

71 Des Voeux Road Central

Hong Kong

28 November 2019

To the Independent Board Committee and

the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three financial years ending 31 December (the ''FY(s)'') 2022), details of which are contained in the circular to the Shareholders dated 28 November 2019 (the ''Circular''), of which this letter forms part. Unless the context requires otherwise, capitalized terms used in this letter shall have the same meanings as those defined in the Circular.

- 41 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the ''Letter from the Board'' of the Circular (the ''Board Letter''), the Existing Master Agreements will expire on 31 December 2019. On 30 October 2019, the Company and China COSCO SHIPPING entered into the New Business Master Agreement, the New Bunker Master Agreement, the New Terminal Master Agreement and the New Equipment Procurement Master Agreement for a further term of three years commencing from 1 January 2020 and ending on 31 December 2022.

Vessel services have been conducted under the Existing Business Master Agreement. Given the independent nature of the services pertaining to vessels (as assets), such services will be segregated from the Existing Business Master Agreement (which mainly focused on services ancillary to business operations) upon its expiry to a standalone master agreement for clarity. On 30 October 2019, the Company and China COSCO SHIPPING entered into the Vessel Services Master Agreement covering the provision of vessel services, including vessel chartering, vessel supervision, and other vessel-related services (including information technology service, such as operation software and liner management services) between OOIL Group and COSCO SHIPPING Group for a term of three years commencing from 1 January 2020 and ending on 31 December 2022.

LISTING RULES IMPLICATIONS

Non-exempt Transactions

As one or more of the applicable percentage ratios of the annual caps in respect of each of the Non-exempt Network Service, the Non-exempt Terminal Service, the Non-exempt Equipment Procurement Service, the Non-exempt Vessel Service and the Deposit Service (collectively, the ''Non-exempt Transactions'') exceeds 5% but all applicable percentage ratios are less than 25%, each of these Non-exempt Transactions are subject to the reporting, announcement, annual review and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

- 42 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For avoidance of doubt, under each of the New Master Agreements, if a service contemplated thereunder is subject to Shareholders' approval requirements under the Listing Rules, regardless of whether such Shareholders' approval is obtained, it will not affect the performance by OOIL Group or COSCO SHIPPING Group of its respective obligations with respect to the other services which are exempt from such Shareholders' approval under the Listing Rules.

Discloseable transactions under Chapter 14 of the Listing Rules

THE INDEPENDENT BOARD COMMITTEE

An Independent Board Committee comprising Mr. CHOW Philip Yiu Wah and Mr. SO Gregory Kam Leung, being two out of the five Independent Non-Executive Directors who have no material interests in the Non-exempt Transactions, has been formed to advise the Independent Shareholders in relation to the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022).

As the Independent Financial Adviser, we have been appointed to advise the Independent Board Committee and the Independent Shareholders as to (i) whether or not the Non-exempt Transactions are on normal commercial terms or better, and in the ordinary and usual course of business of the Company and its subsidiaries (the ''Group''), and that the terms of the Non- exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022) are fair and reasonable so far as the Independent Shareholders are concerned, and the Non-exempt Transactions are in the interests of the Company and the Shareholders as a whole; and (ii) how the Independent Shareholders should vote in relation to the ordinary resolutions to be proposed for approving each of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022) at the forthcoming SGM.

- 43 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

Apart from our current appointment as the Independent Financial Adviser in respect of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022), we are not associated with OOIL Group, COSCO SHIPPING Group, or any party acting, or presumed to be acting, in concert with any of them. In addition, we did not have any business relationship with the Company within two years prior to the Latest Practicable Date. Accordingly, we consider ourselves independent under Rule 13.84 of the Listing Rules to form our opinion and recommendation in respect of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022).

BASIS OF OUR ADVICE

In arriving at our recommendation, we have relied on the information and facts provided by the Company and have assumed that any representations made to us are true, accurate and complete. We have also relied on the statements, information, opinions and representations contained in the Circular and the information and representations provided to us by the Directors and management of the Company (the ''Management''). During the course of our due diligence, we have obtained and reviewed major documents provided by the Group, including but not limited to, the Company's annual report for the FY 2018 (the ''Annual Report'') and interim report for the six months ended 30 June 2019 (the ''Interim Report''), the composite document in relation to the Acquisition in July 2018, the annual report of China COSCO SHIPPING for the FY 2018, the sample agreements/quotations/invoices conducted between the OOIL Group and the COSCO SHIPPING Group and the Independent Suppliers/ Independent Providers for the past two FYs 2018 and 2019 in respect of the Non-exempt Transactions, the internal control procedural manual of OOIL Group etc. We have assumed that all information, representations and opinions contained or referred to in the Circular and all information, representations and opinions which have been provided by the Directors and Management for which they are solely responsible, are true and accurate at the time they were made and will continue to be accurate at the date of the despatch of the Circular.

- 44 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular the omission of which would make any such statement contained in the Circular, including this letter, misleading. We consider that we have been provided with sufficient information on which to form a reasonable basis for our opinion. We have no reason to suspect that any relevant information has been withheld, nor are we aware of any fact or circumstance which would render the information provided and representations and opinions made to us untrue, inaccurate or misleading. We have not, however, carried out any independent verification of the information provided by the Directors and the Management, nor have we conducted an independent investigation into the business and affairs of OOIL Group and COSCO SHIPPING Group.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation regarding each of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from

2020 to 2022), we have taken into consideration the following principal factors and reasons:

1. Information of the Group

The Group is principally engaged in the provision of container transport and logistics services. According to the Annual Report and the Interim Report, almost all (i.e. over 99%) of the revenue of the Group for each of the two FYs 2017 and 2018 and the six months ended 30 June 2019 were generated from container transport and logistics service business.

Orient Overseas Container Line Limited (''OOCL''), an indirect wholly-owned subsidiary of the Company, is one of the world's largest integrated international transportation, logistics and terminal companies, and is an industry leader in the use of information technology and e- commerce to manage the entire cargo transport process. OOCL's modern fleet today includes some of the youngest, largest, fuel efficient, and environmentally friendly vessels carrying cargo on hundreds of trade routes around the world, providing a vital link in global trade.

2. Information of COSCO SHIPPING Group

According to the information provided by China COSCO SHIPPING, and to the best of the Directors' knowledge, information and belief having made all reasonable enquiry, China COSCO SHIPPING is a state-owned enterprise. The scope of business of China COSCO SHIPPING includes international shipping, ancillary business in international maritime transportation, import and export of goods and technologies, international freight agency business, leasing of self-owned vessels, sale of vessels, containers and steel, maritime engineering.

- 45 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Background of and reasons for the Non-exempt Transactions

Background of the acquisition of the Group by COSCO SHIPPING Group

Prior to the completion of the acquisition in July 2018 (the ''Acquisition'') as referred to in the Company's composite document dated 6 July 2018, both OOIL Group and COSCO SHIPPING Group have been providing to each other and others with various liner, logistics, bunker, terminal and equipment procurement services (as the case may be), which are common services required by industry participants. Immediately upon the completion of the Acquisition, China COSCO SHIPPING indirectly controls more than 50% of the issued share capital of the Company. Accordingly, members of COSCO SHIPPING Group are connected persons of the Company. Any transaction between the Group and COSCO SHIPPING Group constitutes connected transactions pursuant to the Listing Rules.

The Acquisition enables both COSCO SHIPPING Group and the Group to realize synergies, enhance profitability and achieve sustainable growth in the long term. With the benefit of outstanding management system and enhanced service capabilities, as well as established global shipping network, of both COSCO SHIPPING Group and the Group; together they are able to provide customers of both COSCO SHIPPING Group and OOIL Group with more diversified product offerings and better service experience. As a result, the combined COSCO SHIPPING Group and the Group had become one of the world's leading container shipping companies. As at the end of 2018, the combined group operated a fleet comprising 477 container vessels with total shipping capacity of 2.76 million TEUs and had an order book of nearly 180,000 TEUs. The Acquisition enables the Group to have a bigger global network, bringing advantage and benefits coming from achieving the synergies between both groups, enriching the product selection for customers and allowing customers to enjoy a better and wider service experience. Further, the Group will continue to strengthen its core business in container shipping, as it becomes part of a larger and enhanced platform within COSCO SHIPPING Group, leveraging on COSCO SHIPPING Group's global shipping network to drive future growth and operational efficiency.

- 46 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Reasons for and benefit of the Non-exempt Transactions

OOIL Group and COSCO SHIPPING Group have cooperated, and will continue to cooperate, more closely with each other to explore and gradually achieve synergies in a number of areas, including fleet and network planning, procurement, container management, IT, commercial coordination and marine operations. In the year 2018, both the Group and COSCO SHIPPING Group recorded satisfactory operating results. The ''dual brand'' strategy provides a broader and stronger platform for the Group to further enhance its competitive advantages. On such basis, the Board considers that there will continue to be much more business cooperation between OOIL Group and COSCO SHIPPING Group (i.e. continuing connected transactions) in the coming years.

As mentioned in the Board Letter, the Non-exempt Transactions contemplated under each of the New Business Master Agreement, the New Terminal Master Agreement, the New Equipment Procurement Master Agreement and the Vessel Services Master Agreement are in line with the business and commercial objectives of the Group and would enable the Group to leverage on COSCO SHIPPING Group's global shipping network to drive for future growth, synergies and operational efficiency.

- 47 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Deposit Service contemplated under the Financial Services Master Agreement would enable OOIL Group to obtain financial services on terms and securities not less favorable than the terms and securities offered by independent commercial banks and would provide for efficient fund management between OOIL Group and COSCO SHIPPING Group by OOIL Group utilizing the financial and cash management platform of the COSCO SHIPPING Group.

The Board (including three of the five the Independent Non-Executive Directors, other than Dr. CHUNG Shui Ming Timpson and Mr. YANG Liang Yee Philip who had abstained from voting at relevant Board meeting given their relationship with China COSCO SHIPPING, after taking into account the advice from us) considers that the entering into the New Master Agreements and the continuing connected transactions contemplated thereunder (including the Non-exempt Transactions) are in the ordinary and usual course of business of the Group, and that the terms of each of the New Master Agreements (including the Non-exempt Transactions and the annual caps relating thereto for each of the three FYs from 2020 to 2022) are on normal commercial terms or better, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

All Non-exempt Transactions contemplated under the New Master Agreements are OOIL Group's option but not the obligation to procure the relevant services from COSCO SHIPPING Group on fair and reasonable terms for its future growth and operational efficiency.

All continuing connected transactions contemplated under the New Master Agreements are considered as significant events. Each decision relating to the said continuing connected transactions will be taken at the appropriate senior level and details will be fully documented for review and audit.

4. Principal terms of the Non-exempt Transactions

Set out below is a summary of the key terms of the Non-exempt Transactions contemplated under the New Business Master Agreement, the New Terminal Master Agreement, the New Equipment Procurement Master Agreement, the Vessel Services Master Agreement and the Financial Services Master Agreement respectively. Independent Shareholders should refer to the Board Letter for further details.

- 48 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

					New Equipment
	New Business Master	New Terminal Master	Procurement Master	Vessel Services Master	Financial Services
	Agreement	Agreement	Agreement	Agreement	Master Agreement
Date of	30 October 2019	30 October 2019	30 October 2019	30 October 2019	30 October 2019
agreement:
Parties:	•	The Company	•	The Company	•	The Company	•	The Company	•	The Company
	•	China COSCO	•	China COSCO	•	China COSCO	•	China COSCO	•	China COSCO
		SHIPPING		SHIPPING		SHIPPING		SHIPPING		SHIPPING


Terms:	From 1 January 2020 to
	31 December 2022, and
	is renewable	for further
	three years,	subject to
	compliance	with the
	applicable	Listing Rules
	(including	the
	independent
	shareholders' approval
	requirement)

From 1 January 2020 to 31 December 2022, and is renewable for further three years, subject to compliance with the applicable Listing Rules (including the independent shareholders' approval requirement)

From 1 January 2020 to	From 1 January 2020 to
31 December 2022, and	31 December 2022,
is renewable	for further	and is	renewable for
three years,	subject to	further	three years,
compliance	with the	subject	to compliance
applicable	Listing Rules	with the applicable
(including	the	Listing	Rules
independent		(including the
shareholders' approval	independent
requirement)		shareholders' approval
			requirement)

Nature of

Provision of

services

Purchase of terminal

Provision

of equipment

Provision of vessel

Provision of

deposit

transactions:

between

OOIL

Group

services

(such as

be produced by COSCO

services,

including

service,

loan service

and COSCO SHIPPING

loading and unloading

SHIPPING Group and

vessel chartering, vessel

and other financial

Group, including

but

of containers at port)

equipment procurement

supervision,

and other

services

(including

not limited

to,

liner

and related services

services,

including

vessel-related services

but not

limited to

services,

logistics

(such as

terminal

container

acquisition

(such as

specialised

clearing

services and

services,

other

handling, storage and

OOIL Group from

technical

support and

foreign

exchange

contractual arrangements

maintenance of

COSCO SHIPPING

service for use of

services) by COSCO

and other

services, such

container

and storage

Group,

and pooling and

vessels,

and

services

SHIPPING Group to

as use of

common

services

(e.g.

services (such

auxiliary

OOIL Group

facilities,

crew

manning

temperature monitoring)

leasing

of containers

shipbuilding)

between

service/manning agency

and customs clearing

and equipment

OOIL Group and

service relating

to liner

services)

between OOIL

repositioning) between

COSCO

SHIPPING

services.

Group and COSCO

OOIL Group and

Group

SHIPPING Group

COSCO SHIPPING

Group

Both the Company and

China COSCO

SHIPPING have agreed

that the type of services

under the New Business

Master Agreement,

including

such

other

services

alliance

cooperation,

joint operation

centre or

project management

services,

may be

amended

writing by

mutual agreement

(including

those

connection

with

the

alliance

agreement

between members of the

alliance)

from time to

time. Such

alliance

cooperation

amended

(if any) will continue to

be conducted under the

New Business Master

Agreement in

accordance

with

the

terms thereof (including

the annual

caps

relating

thereto).

- 49 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

New Business Master

Agreement

Pricing basis of	To be paid	in		cash	and
the Non-	determined	within	the
exempt	alliance	cooperation
Transactions:	applicable	to	alliance
	members and/or be
	determined	with
	reference	to		the
	prevailing	market	price,
	being the	price	charged
	by independent	third
	party service	providers
	providing	similar	types
	of services	in their
	ordinary course of
	business in the same or
	nearby	service	area	and
	subject	to	normal
	commercial	terms,	and
	in accordance with	the
	principle of	fairness	and
	reasonableness. The
	price of the Non-
	exempt Network Service
	will be	determined	(if
	applicable	and	as	the
	case may be) (i) based
	on a formula
	comprising	fixed costs
	and variable	costs,
	taking into
	consideration	factors
	including	capacity	of
	vessel,	bunker	costs	and
	port due; or (ii) with
	reference	to		vessel
	deployment	ratio,	actual
	loading	and		agreed
	sector rate.

New Terminal Master Agreement

To be paid in cash and determined with reference to the prevailing market price, being the price charged by independent third party operators or service providers operating or providing similar types of services in their ordinary course of business in the same or comparable service type, applying (if applicable, as the case may be) the principle of reciprocal terms allowing mutual exchange of capacity or determined within a similar range of pricing offered by the independent third parties (to the extent available) in arms- length negotiation, and subject to normal commercial terms, and in accordance with the principle of fairness and reasonableness.

New Equipment

Procurement Master

Agreement

To be paid in cash and determined with reference to the prevailing market price, being the price charged by independent third party operators or service providers operating or providing similar types of services in their ordinary course of business in the same or comparable service type (and taking into account the manufacturing capacity of the container manufacturer(s) independent from OOIL Group and the market demand) and subject to normal commercial terms, and in accordance with the principle of fairness and reasonableness.

Vessel Services Master

Financial Services

Agreement

Master Agreement

To be paid in cash and

The interest

rates for

determined

with

deposits

shall

reference

the

determined

(a)

with

prevailing

market

price,

reference to

market

being the

price

charged

interest

rates,

being

independent

third

interest

rates

party operators

determined

service

providers

independent

third

operating

providing

party onshore

similar

types of

services

commercial

banks

their

ordinary

course

providing the

same

business

(including,

type of

deposit

with respect

vessel

services

their

chartering,

considering

ordinary

course

the

market

rates

business

the

same

reported by

independent

or nearby service area

broker

firm(s) or

the

and

subject

normal

weighted

average

commercial

terms,

internal

costs of

the

and

in accordance

respective

vessels)

with the

principle of

subject

normal

fairness

and

commercial

terms,

and

reasonableness;

and

accordance with

the

(b)

with

reference to

principle of

fairness and

the

interest

rate

reasonableness.

offered by COSCO

SHIPPING Group for

the

same type

deposits

from

other

entities.

As outlined in the above, the services under the New Business Master Agreement are services ancillary to business operations and logistics, while those under the Vessel Services Master Agreement are services relating to the assets. The said services are different in nature. In view of (a) the difference in nature of services contemplated under New Business Master Agreement and the Vessel Services Master Agreement; and (b) all alliance cooperation services will be conducted under the New Business Master Agreement, such business activities are carried out for different business activities of the Group, the Board is of the view that the New Business Master Agreement as amended will not result in the overlapping of services scope with other agreements.

- 50 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on our independent review of the New Business Master Agreement and further clarification from the Management, the Group has well-defined the various nature of services in different agreements, for examples (i) other services under the New Business Master Agreement are information technology services, such as operation software and liner management applications and crew-related services; while (ii) other services under the Vessel Services Master Agreement are mainly referred to specialised technical support and service for use of vessels (such as enhancement of vessel performance), and services auxiliary to shipbuilding and supervision thereof.

The relevant departments of OOIL Group have assigned and used vendor/customer codes and the accounting system codes for the classification and categorization of various nature of services under different agreements when calculating the transaction amounts, which we consider can effectively avoid any overlapping of service scope and aggregation of the transactions under the New Business Master Agreement with continuing connected transactions under the Vessel Services Master Agreement.

Pricing policies and internal control measures in the respect of the Non-exempt Transactions (other than the Deposit Service)

We are advised by the Management that the pricing basis adopted under each of the New Master Agreements (other than the Financial Services Master Agreements) could vary from case by case given the difference in the nature of the subject transactions, for instance,

the prevailing market price, being the price charged by independent third-party operators or service providers; operating or providing similar types of services in their ordinary course of business in the same or comparable service type and subject to normal commercial terms, and in accordance with the principle of fairness and reasonableness; and
market price is the prevailing pricing method adopted by OOIL Group and COSCO SHIPPING Group as most of the equipment and services in shipping market are quite standard and are usually readily available market price references.

- 51 -

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In respect of the internal control measures for the pricing basis for the Non- exempt Transactions (other than the Deposit Service), we are advised by the Management and noted from the Board Letter that relevant designated departments of OOIL Group are responsible for, where applicable to the relevant pricing basis, (i) the collection of applicable data and market information (including quotes from independent third parties) and the preparation of draft proposal to the Management;

the review and revision of draft proposal based on, among other things, different types of equipment or services to be provided, and through advice from relevant department and agents; (iii) the review of contemporaneous prices and other relevant terms offered by at least three to four independent third parties operating or providing the same or comparable service type before the commencement of the relevant transaction in order to ensure the terms offered by the relevant connected persons are fair and reasonable and no less favorable than those offered by independent third parties; and (iv) periodic review and inspection of the process of the Non-exempt Transactions (other than the Deposit Service).

We have reviewed examples of the Company's internal control and approval procedures; and noted for example, for a procurement of 100,000 TEU containers from equipment suppliers, that there were four equipment providers invited for tenders, of whom, one was a member company of COSCO SHIPPING Group whilst the other three were independent third party providers/suppliers from OOIL Group (the ''Independent Providers'' or ''Independent Suppliers'' as the case may be) providing their quotations for consideration, review and approval by different functional departments of the Company over the review process. Following a series of examinations and reviews by the Company in terms of technology, experience, quotations, production capacity and quality of services etc., that member company of COSCO SHIPPING Group was finally selected for supply of that 100,000 TEU containers, where we also noted that the final unit purchasing price of which was the lowest and basically in line with the commercial invoices subsequently issued by that equipment supplier to OOIL Group for settlement after delivery of such TEU containers. Based on such review and understanding, we consider that OOIL Group currently has adequate internal control measures and procedures in governing the Non- exempt Transactions over the past years and in at least the coming three FYs, so the Independent Shareholders' interests can be properly safeguarded during the term of the New Master Agreements.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In respect of our independent due diligence work done, we have reviewed the internal control measures in place as detailed in the Board Letter and, where applicable, sample documents in connection with each of the aforementioned categories of the Non-exempt Transactions (other than the Deposit Service) carried out during the two FYs between 2018 and 2019. Examples of our independent due diligence review include the following:

for the New Business Master Agreement, we have reviewed sample quotations and final agreements to services related to alliance cooperation entered into among ocean liners including Independent Suppliers, OOIL Group and COSCO SHIPPING Group, where we noted that the service prices in the sample quotations offered by/entered into with COSCO SHIPPING Group were no less favorable to OOIL Group than the then prevailing relevant market prices compromised among Independent Providers;
for the New Terminal Master Agreement, we have reviewed sample invoices in relation to terminal services provided by those service providers who were regarded as Independent Providers and not connected with the Company prior to the Acquisition completed in July 2018 and thereafter when COSCO SHIPPING Group become connected persons of the Company, and the relevant invoices issued by other Independent Providers where we noted that the service prices stated therein were basically consistent before and after the Acquisition, and therefore comparable/no less favorable to OOIL Group than the then prevailing relevant market prices;
for the New Equipment Procurement Master Agreement, we have reviewed sample commercial invoices conducted between OOIL Group and COSCO SHIPPING Group where we noted that the prices in the those sample commercial invoices entered into with COSCO SHIPPING Group were no less favorable to OOIL Group than those entered into with Independent Suppliers, hence which were the then prevailing relevant market prices of the similar equipment; and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

for the Vessel Services Master Agreement, we have reviewed sample agreements entered into with COSCO SHIPPING Group and/or the relevant commercial invoices, and then compared with the relevant pricing information published by a leading international shipping service provider of knowledge and skill-based services to the shipping and marine industries, where we noted that the prices therein were basically comparable/no less favorable to OOIL Group than the prices stated in the pricing information documents published by that Independent Provider.

The general credit terms for payment, which is applicable to all New Master Agreements (except the Financial Services Master Agreement), is ''within 30 days due net'' (meaning payment to be settled in 30 days after the invoice date that is issued after delivery of goods or provision of service). This is in line with the general credit terms of the Group with Independent Providers. With respect to container manufacturing, this general credit term also apply to the manufacturers, which normally issue invoices after the issuance of certificate of acceptance.

Based on our independent review of certain sample agreements and the Annual Report, we noted that the OOIL Group was generally offered by its Independent Suppliers and/or Independent Providers with credit terms of one month. As at 31 December 2017 and 2018 and 30 June 2019, almost 77.6%, 56.7% and 74.3%, respectively, of the outstanding trade payable balances of OOIL Group were within an aging period of one month from their respective invoice dates. As such, we consider that the payment terms of one month offered by the COSCO SHIPPING Group are generally comparable with the market norm.

After taking into account (i) the pricing terms with reference to the market as described above as well as the payment terms thereunder; and (ii) the internal control measures of OOIL Group as described above and more detailed in the Board Letter, we are of the view that the terms of the Non-exempt Transactions (other than the Deposit Service, which is addressed below) are on normal commercial terms or better, fair and reasonable so far as the Independent Shareholders are concerned, and in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Pricing policy and internal control measures in respect of the Deposit Service

In respect of the pricing policy under the Financial Services Master Agreement, as stated in the Board Letter and further understood from the Management, COSCO SHIPPING Group shall provide Deposit Service to OOIL Group at interest rates (a) with reference to market interest rates, being interest rates determined by independent third party onshore commercial banks providing the same type of deposit services in their ordinary course of business in the same or nearby service area and subject to normal commercial terms, and in accordance with the principle of fairness and reasonableness; and (b) with reference to the interest offered by COSCO SHIPPING Group for the same type of deposits from other entities.

Based on our understanding from the Management, the Financial Services Master Agreement provides OOIL Group with the option, but not the obligation, to procure the Deposit Service from COSCO SHIPPING Group on fair and reasonable terms. On the other hand, OOIL Group may obtain other services, including provision of loan, clearing, foreign exchange and other financial services, from COSCO SHIPPING Group from time to time in the coming three FYs from 2020 to 2022. Based on such understanding, the Management considers that the procurement of Deposit service is part and parcel of the various services under the Financial Services Master Agreement. Since the nature of Deposit Service would generate interest income to be received by OOIL Group whilst the provision of various financial services from COSCO SHIPPING Group to OOIL Group would involve interest payment and service charges payable to COSCO SHIPPING Group, it is necessary for setting a separate annual cap between each other under the Financial Services Master Agreement.

In respect of the internal control measures for the pricing basis of the Deposit Service to be provided by COSCO SHIPPING Group to OOIL Group under the Financial Services Master Agreement, we are advised by the Management and noted from the Board Letter that the relevant department of OOIL Group is responsible for the review of the rates offered by the independent third party onshore commercial banks in order to ensure the rates offered by COSCO SHIPPING Group are fair and reasonable and no less favorable than benchmark deposit rates or those offered from independent third parties. In respect of our independent due diligence work done, we have reviewed the internal control measures in place as detailed in the Board Letter.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

After taking into account (i) the non-bank financial institution, namely 中遠海運集團財務有限責任公司 (COSCO SHIPPING Finance Co., Ltd.) (''COSCO Finance''), with registered and paid-up capital of RMB2,800 million, under COSCO SHIPPING Group is licensed to provide Deposit Service to OOIL Group; (ii) the depository rates under the Financial Services Master Agreement will be fair and reasonable as discussed above; (iii) COSCO SHIPPING Group is expected to provide Deposit Service in a more efficient and timely manner as compared to independent third-party financial institutions as COSCO Finance is expected to be more familiar with the Group's business and financial needs; (iv) the funds deposited with COSCO Finance can be sufficiently safeguarded when compared to other independent third-party financial institutions; (v) the Group is not obliged to procure the Deposit Service from COSCO SHIPPING Group; and (vi) the procurement of Deposit Service is part and parcel of the various services (including provision of loan, clearing, foreign exchange and other financial services as approved by the relevant authorities in the PRC from time to time) under the Financial Services Master Agreement, we are of the view that the procurement of Deposit Service from COSCO SHIPPING Group under the Financial Services Master Agreement is in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

5. The historical transaction amount and the annual caps for each of the Non-exempt Transactions

The following table sets out the historical transaction amounts of the Non-exempt Transactions provided by COSCO SHIPPING Group to OOIL Group for the two FYs 2017 and 2018 and the eight months ended 31 August 2019 as well as the respective annual caps relating thereto for each of the three FYs from 2020 to 2022:

				Historical transaction amounts for
Non-exempt			the two FYs 2017 and 2018 and
Transactions		the eight months ended 31 August 2019			Annual Caps for the three FYs from 2020 to 2022
					Increase				Increase		Increase
			2017	2018	from 2017	2019	2020	2021	from 2020	2022	from 2021
			US$'000	US$'000	%	US$'000	US$'000	US$'000	%	US$'000	%
Non-exempt
Network Service	8,956	30,850	244.5	49,506	224,000	297,000	32.6	343,000	15.5
Non-exempt
Terminal Service	62,123	110,558	78.0	68,687	155,000	158,000	1.9	160,000	1.3
Non-exempt Equipment
Procurement Service	8,867	153,596	1,632.2	16,177	570,000	580,000	1.8	590,000	1.7
Non-exempt Vessel
Service			2,603	14,117	442.4	29,468	190,000	230,000	21.1	230,000	0.0
The maximum daily
outstanding balance	of
deposits	(including
accrued	interest	and
handling	fee to	be
placed by OOIL
Group at COSCO
SHIPPING Group
under the Financial
Services Master
Agreement		-	-	N/A	-	200,000	200,000	0.0	200,000	0.0

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Shareholders should note that following completion of the Acquisition in July 2018, the business volume and transaction amounts conducted between OOIL Group and COSCO SHIPPING Group have increased significantly commencing from the second half of FY 2018 because of business and operation synergies attributable to the closer relationships. The Management believes that the business volume and transaction amounts for each of the Non-exempt Transactions will continue to increase considerably in the coming FYs from 2019 to 2022 and the foreseeable future, due to the synergy effect, and new area of business cooperation including the introduction of new trade lanes and markets for example to Africa and Latin America. Based on the Management's current estimate, these factors would particularly affect the Non-exempt Network Service in the following ways:

the anticipated business growth and development of OOIL Group - OOCL has introduced new services (non-oceanalliance service) in Latin America and Africa. OOCL intends to buy slots (i.e. use COSCO SHIPPING Group's network services) from COSCO SHIPPING Group to support these new services. For further details of the new service, please refer to pages 7 to 9 of the Annual Report. The estimated transaction costs for these new services contributes to a significant portion (i.e. approximately 70%) of the base figure for annual cap (excluding the effect of increase in energy cost and inflation) for Non-exemptNetwork Service for each of the three FYs 2020 to 2022;
the anticipated achievement in synergies and better operational efficiency growth - it is envisaged that OOIL Group's Ocean Alliance-relatedservices will continue to grow, resulting in approximately 8% year-on-yearincrease; and
the anticipated increase in energy costs - as disclosed on page 19 the Annual Report, the Company anticipates higher bunker costs as a result of International Maritime Organization (IMO) requiring the industry to use low-Sulphur oil from 1 January 2020, as the price of the low-Sulphur oil is much higher than existing fuel by almost 20%.

Set out below are our independent review of and analyses for each of the Non-exempt Transactions and their respective annual caps relating thereto for each of the three FYs from 2020 to 2022.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Non-exempt Network Service under the New Business Master Agreement

The annual caps for the Non-exempt Network Service to be provided by COSCO SHIPPING Group to OOIL Group under the New Business Master Agreement for the coming three FYs from 2020 to 2022 are US$224 million, US$297 million and US$343 million, respectively, of which, approximately 70% of the base figure for annual cap (excluding the effect of increase in energy cost and inflation) in amounts of approximately US$156.8 million, US$207.9 million and US$240.1 million are attributable to OOIL Group's introduction of new non-ocean alliance services. The OOIL Group will greatly increase the utilization of COSCO SHIPPING Group's ocean network for the new trade lanes and markets to Africa and Latin America in the coming years; whilst the remaining 30% thereof would be generated from its original Ocean Alliance services.

We have reviewed the breakdown of the calculation of the annual caps for the Non-exempt Network Service, which have taken into account, among other factors, the expected transaction amount with various members of the COSCO SHIPPING Group. We note that (i) the historical transaction amount for the FY 2017 of approximately US$9.0 million was relatively smaller, so as leading to a significant annual growth of approximately 244.5% (the ''Latest Financial Year Growth Rate'') to approximately US$30.9 million for the FY 2018; (ii) the actual transaction amount for the eight months ended 31 August 2019 of approximately US$49.5 million and, if on an annualised basis, such amount would be approximately US$74.3 million for the full FY 2019 (the ''2019 Annualised Business Service Amount''); (iii) the annual cap for the Non-exempt Network Service for the FY 2020 as compared with the 2019 Annualised Business Service Amount represents an annual growth of approximately 201.5%, which is basically comparable to the Latest Financial Year Growth Rate of approximately 244.5%; (iv) the annual caps for the Non-exempt Network Service for the three FYs from 2020 to 2022 represent respective annual growth of approximately 32.6% and 15.5%, which the Management advised that it is OOIL Group's current anticipation that the transaction amounts there between would going to be relatively stable after the tremendous growth over the two FYs 2019 and 2020 mainly because of the planned introduction of new trade lanes or markets to Africa and Latin America; and (v) the annual cap for the Non-exempt Network Service for each of the FYs 2021 and 2022 would have a much lower growing trend when compared to that for the FY 2020.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the independent review of the historical actual transaction amounts in respect of the Non-exempt Network Service for the past two FYs 2017 and 2018 and the six months ended 30 June 2019, we noted that OOIL Group's actual transaction amounts of these routine network service (including but not limited to the network service provided by COSCO SHIPPING Group to OOIL Group under the Existing Business Master Agreement) in total were approximately US$99.6 million, US$116.4 million and US$132.1 million, respectively. Based on our understanding from the Management, OOIL Group has procured network services from a number of Independent Providers over the years of operation depending on its business requirements from time to time in different geographical locations all over the world, while it does not have particular preference in selection of a service provider. However, following the Acquisition in July 2018, OOIL Group is currently anticipating that there will be many more co-operation opportunities with COSCO SHIPPING Group in the foreseeable future, in particular consideration of the expansion of business coverage with new trade lanes or markets to Africa and Latin America which would bring in additional substantial transaction amounts for the coming three FYs from 2020 to 2022 (as explained above), OOIL Group will procure more network service from COSCO SHIPPING Group provided that the price charged by it must be comparable/favorable to OOIL Group when compared to that offered by other Independent Providers, and the principles of fairness and reasonableness must always be observed from time to time throughout the term of the New Business Master Agreement.

Given (i) the Latest Financial Year Growth Rate, which was the historical growth rate for the FY 2018 but had not yet reflected the full year effect of the synergy arising from the Acquisition; (ii) the annual cap for the Non-exempt Network Service for the FY 2020 representing a growth rate of approximately 201.5% as compared to the 2019 Annualised Business Service Amount; (iii) the expected continuous business development of OOIL Group mainly due to new trade lanes to Africa and Latin America in the coming three years, which will generate considerable increases in business volume and transaction amounts by approximately US$156.8 million, US$207.9 million and US$240.1 million for the coming three FYs from 2020 to 2022 respectively; and (iv) the potential fluctuation in transaction amounts, we consider the Latest Financial Year Growth Rate to be an acceptable reference, notwithstanding the then relatively smaller base amount, for the purpose of our assessment of the growth of the annual caps for the Non-exempt Network Service for the three FYs from 2020 to 2022.

Non-exempt Terminal Service under the New Terminal Master Agreement

The annual caps for the Non-exempt Terminal Service to be provided by COSCO SHIPPING Group to OOIL Group under the New Terminal Master Agreement for the coming three FYs from 2020 to 2022 are US$155 million, US$158 million and US$160 million, respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed the breakdown of the calculation of the annual caps for the Non-exempt Terminal Service, which have taken into account, among other factors, the expected transaction amount with various members of the COSCO SHIPPING Group. We note that (i) the historical transaction amount for the FY 2017 increased from approximately US$62.1 million to approximately US$110.6 million for the FY 2018, representing a Latest Financial Year Growth Rate of approximately 78.0%; (ii) the actual transaction amount for the eight months ended 31 August 2019 of approximately US$68.7 million and, if on an annualised basis, such amount would be approximately US$103.0 million for the full FY 2019 (the ''2019 Annualised Terminal Service Amount''); (iii) the annual cap for the Non-exempt Terminal Service for the FY 2020 as compared with the 2019 Annualised Terminal Service Amount represents an annual growth of approximately 50.5%, which is comparable to the Latest Financial Year Growth Rate of approximately 78.0%; (iv) the annual caps for the Non-exempt Terminal Service for each of the three FYs from 2020 to 2022 represent respective annual growth of approximately 1.9% and 1.3%, respectively, which the Management advised that it is OOIL Group's current anticipation that the transaction amounts there between would going to be relatively stable after the tremendous growth over the two FYs 2019 and 2020 after the Acquisition; and (v) the annual cap for the Non-exempt Terminal Service for each of the FYs 2021 and 2022 basically maintains at the level of that for the FY 2020.

Based on the independent review of the historical actual transaction amounts in respect of the Non-exempt Terminal Service for the past two FYs 2017 and 2018 and the six months ended 30 June 2019, we noted that OOIL Group's actual transaction amounts of these routine terminal services (including but not limited to the terminal service provided by COSCO SHIPPING Group to OOIL Group under the Existing Terminal Master Agreement) in total were approximately US$1,275.7 million, US$1,276.3 million and US$615.8 million, respectively. Based on our understanding from the Management, OOIL Group has procured terminal services from a number of Independent Providers over the years of operation depending on its business requirements from time to time in different geographical locations all over the world, while it does not have particular preference in selection of a service provider. However, following the Acquisition in July 2018, OOIL Group is currently anticipating that there will be many more co-operation opportunities with COSCO SHIPPING Group in the foreseeable future, in particular consideration of the expansion of business coverage with new trade lanes or markets to Africa and Latin America, OOIL Group anticipates to use more terminal services from COSCO SHIPPING Group provided that the price charged by it must be comparable/favorable to OOIL Group when compared to that offered by other Independent Providers, and the principles of fairness and reasonableness must always be observed from time to time throughout the term of the New Terminal Master Agreement.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Given (i) the Latest Financial Year Growth Rate, which was the growth rate historically achieved for the latest full FY; (ii) the annual cap for the Non-exempt Terminal Service for the FY 2020 representing a growth rate of approximately 50.5% as compared to the 2019 Terminal Service Amount; (iii) the expected continuous business development of OOIL Group as well as the closer cooperation between OOIL Group and COSCO SHIPPING Group following the Acquisition; and (iv) the potential fluctuation in transaction amounts, we consider the Latest Financial Year Growth Rate to be an acceptable reference for the purpose of our assessment of the growth of the annual caps for Non-exempt Terminal Service for the three FYs from 2020 to 2022.

Non-exempt Equipment Procurement Service under the New Equipment Procurement Master Agreement

The annual caps for the Non-exempt Equipment Procurement to be provided by COSCO SHIPPING Group to OOIL Group under the New Equipment Procurement Master Agreement for the coming three FYs 2020 to 2022 are US$570 million, US$580 million and US$590 million, respectively.

We have reviewed the breakdown of the calculation of the annual caps for the Non-exempt Equipment Procurement Service, which have taken into account, among other factors, the expected transaction amount with various members of the COSCO SHIPPING Group. We note that (i) the historical transaction amount for the FY 2017 of approximately US$8.9 million was relatively smaller, so as leading to a significant Latest Financial Year Growth Rate of about 16.3 times to approximately US$153.6 million for the FY 2018 mainly due to the then delivery lead time of TEU containers between the two FYs; (ii) the historical transaction amount for the eight months ended 31 August 2019 of approximately US$16.1 million, but the Management currently estimates that the actual transaction amount will likely reach US$90 million for the full FY 2019 (the ''2019 Annualised Equipment Procurement Amount'') mainly because of the delivery lead time for batches of TEU containers falling within the second half of FY 2019; (iii) the annual cap for the Non-exempt Equipment Procurement Service for the FY 2020 as compared with the 2019 Annualised Equipment Procurement Amount represents an annual growth of approximately 5.3 times, which would be below the Latest Financial Year Growth Rate of approximately

16.3 times; (iv) the annual cap for the Non-exempt Equipment Procurement Service for each of the three FYs from 2020 to 2022 represent respective annual growth of approximately 1.8% and 1.7%, respectively, which the Management advised that it is OOIL Group's current anticipation that the transaction amounts there between would going to be relatively stable after the tremendous growth over the two FYs 2019 and 2020 after the Acquisition; and (v) the annual cap for the Non-exempt Equipment Procurement Service for each of the FYs 2021 and 2022 basically maintains at the level of that for the FY 2020.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the independent review of the historical actual transaction amounts in respect of the Non-exempt Equipment Procurement Service for the past two FYs 2017 and 2018 and the six months ended 30 June 2019, we noted that OOIL Group's actual transaction amounts of these equipment procurement (including but not limited to the equipment procurement service provided by COSCO SHIPPING Group to OOIL Group under the Existing Equipment Procurement Master Agreement) in total were approximately US$340.7 million, US$298.1 million and US$118.4 million, respectively. Based on our understanding from the Management, OOIL Group has procured equipment (including container acquisition and pooling) from a number of Independent Providers over the years of operation depending on its business requirements, while it does not have particular preference in selection of an equipment provider. However, following the Acquisition in July 2018, OOIL Group is currently anticipating that there will be increased co-operation opportunities with COSCO SHIPPING Group in the foreseeable future, OOIL Group will place more equipment procurement orders to COSCO SHIPPING Group provided that the price charged by it must be comparable/favorable to OOIL Group when compared to that offered by other Independent Providers, and the principles of fairness and reasonableness must always be observed from time to time throughout the term of the New Equipment Procurement Master Agreement.

In addition, based on OOIL Group's business plan, there will be around 120,000 TEU containers to be newly built each year, the transaction amounts may reach US$427 million for each of the three FYs from 2020 to 2022. The increased demand on containers are for business growth, replacement of existing ones due to obsolescence, and the new requirements to meet business expansion into new trade lanes or markets to Africa and Latin America. Based on our understanding from the Management, OOIL Group has customarily acquired newly built containers mainly from the factories of four equipment manufacturing groups, all of whom originally were Independent Providers. In July 2018, one of the four key independent equipment manufacturing group being a subsidiary of the COSCO SHIPPING Group, had become a connected person of OOIL Group upon completion of the Acquisition. In May 2019, COSCO SHIPPING Group acquired the entire equity interest of five group companies under Singamas Container Holdings Limited (Stock Code: 716), three of which are manufacturing factories of containers. These factories have also been the key Independent Providers of newly built containers to OOIL Group. Upon completion of the said two acquisitions in July 2018 and May 2019, any usual continuing business transactions originally conducted between OOIL Group and the two acquisition targets had become, and will become, continuing connected transactions thereafter, such forthcoming transactions primarily relating to purchasing 120,000 new TEU containers would amount to approximately US$427 million for each of the three FYs from 2020 to 2022. For illustration purpose only, as if such transaction amount of US$427 million attributable to the said two acquisitions (which were Independent Providers before the acquisitions) is excluded from calculation of the proposed annual caps for the three FYs from 2020 to 2022, the anticipated transaction amounts under the New Equipment Procurement Master Agreement would be US$143 million, US$153 million and US$163 million for each of the three FYs from 2020 to 2022, respectively, the average of which at US$153 million (i) would account for approximately 47.9% of OOIL

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Group's average total actual transaction amount of US$319.4 million for the past two FYs 2017 and 2018; and (ii) closely comparable to the historical transaction amount with COSCO SHIPPING Group of US$153.6 million for the FY 2018. This illustration aims to demonstrate to the Independent Shareholders that the proposed annual caps for the three FYs from 2020 to 2022 (after excluding those attributable to the said two acquisitions in calculation of the proposed annual caps) would be within OOIL Group's original equipment procurement requirement from other Independent Providers prior to completion of the two acquisitions, and hence not to be too aggressive. In addition, as advised by the Management, since there is usually lead time between placing equipment procurement orders and their subsequent deliveries which may not be evenly spread out from one year to the next and thereafter, the Management has considered possible fluctuation that a larger transaction amount of expenditure may be incurred within one single FY. On such basis, we are of the view that the proposed annual caps for the three FYs from 2020 to 2022 under the New Equipment Procurement Master Agreement are realistic, fair and reasonable.

Based on our understanding from the Management, the container manufacturing industry is in an oligopolistic market, where the production capacity is dominated by a few manufacturing groups, each with a number of factories located in different part of the PRC. As the PRC is the major manufacturing hub in the world, new demand and hence production facilities for containers are mostly located in the PRC. Although there are only a few market players, these manufacturers have been operating under fierce competition, because they have to maintain the utilization of their production capacity and to retain their skillful workers. These manufacturing groups need to keep their factories running on a continuing basis and therefore compete fiercely against each other on price and service quality.

Although OOIL Group's transaction amounts in procuring TEU containers are relatively larger, the purchasing costs/prices are very competitive within the industry. The Management has been cautious on business and operating risks from time to time to prevent undue reliance on particular manufacturer(s) (or connected persons) for the supply of TEU container, OOIL Group would invite bidding from a few of manufacturers prior to determination of placing a procurement order of equipment, regardless whether or not they are connected persons. The bids from a few manufactures would be evaluated by a number of departments of OOIL Group. The Management has also advised that the evaluation process is objective based on price, quality, past performance, delivery schedule, and production window or availability for capacity and so on. It is not unusual for the OOIL Group to place order(s) to not less than two manufacturers for procuring TEU containers. As fairness and transparency on evaluation process for determining an equipment provider has always been adhered to, the Management believes that the OOIL Group's evaluation is objective and can prevent it from unduly relying on particular vendor/provider, regardless whether it is an Independent Provider or connected person.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed an example for such evaluation process for a procurement of 100,000 TEU containers from equipment suppliers, where there were four equipment providers invited for tenders, of whom, one was a member company of COSCO SHIPPING Group whilst the other three were Independent Providers providing their quotations for consideration, review and approval by different functional departments of the Company over the review process. Following a series of examinations and reviews by the Company in terms of technology, experience, quotations, production capacity and quality of services etc., the COSCO SHIPPING Group was finally selected for supply of that 100,000 TEU containers, where we also noted that the final unit purchasing price of which was the lowest. Given that a TEU container is a standardized steel structure without involving any advanced technology or complicated production process, the Management believes that there is no difficulty for OOIL Group to procure alternative Independent Providers in substitution for COSCO SHIPPING Group once better pricing terms or other commercial terms can be offered by other Independent Providers. Based on such review and understanding, we consider that OOIL Group has appropriate measures and procedures in soliciting equipment providers so as not to place undue reliance on a particular single equipment provider, regardless whether it is an Independent Provider or a connected person.

Non-exempt Vessel Service under the Vessel Services Master Agreement

The annual caps for the Non-exempt Vessel Service to be provided by COSCO SHIPPING Group to OOIL Group under the Vessel Services Master Agreement for the coming three FYs from 2020 to 2022 are US$190 million, US$230 million and US$230 million, respectively.

We have reviewed the breakdown of the calculation of the annual caps for the Non-exempt Vessel Service, which have taken into account, among other factors, the expected transaction amount with various members of the COSCO SHIPPING Group. We note that (i) the historical transaction amount for the FY 2017 of approximately US$2.6 million was relatively smaller, so as leading to a significant Latest Financial Year Growth Rate of approximately 442.4% to approximately US$14.1 million for the FY 2018; (ii) the actual transaction amount for the eight months ended 31 August 2019 of approximately US$29.5 million and, if on an annualised basis, such amount would be approximately US$44.3 million for the full FY 2019 (the ''2019 Annualised Vessel Service Amount''); (iii) the annual cap for the Non-exempt Vessel Service for the FY 2020 as compared with the 2019 Annualised Vessel Service Amount represents an annual growth of approximately 328.9%, which is lower than and comparable to the Latest Financial Year Growth Rate of approximately 442.4%; and (iv) the annual cap for the Non-exempt Vessel Service for each of the three FYs from 2020 to 2022 represent respective annual growth of approximately 21.1% and 0%, which the Management advised that it is OOIL Group's current anticipation that the transaction amounts there between would going to be relatively stable after the tremendous growth over the two FYs 2019 and 2020 after the Acquisition; whilst that for the FY 2022 basically maintains at the same level as that for the FY 2021.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the independent review of the historical actual transaction amounts in respect of the Non-exempt Vessel Service for the past two FYs 2017 and 2018 and the six months ended 30 June 2019, we noted that OOIL Group's actual transaction amounts of these vessel chartering services (including but not limited to the vessel chartering services obtained under the Existing Business Master Agreement) in total were approximately US$202.7 million, US$205.8 million and US$100.0 million, respectively. These figures have shown that OOIL Group's demand for vessel chartering services had been stable with mild growth, so the relevant annual caps for the Non-exempt Vessel Service are not too aggressive. Based on our understanding from the Management, OOIL Group has obtained vessel chartering services from a number of Independent Providers over the years of operation depending on its business requirements from time to time, while it does not have particular preference in selection of a service provider. However, following the Acquisition in July 2018, OOIL Group is currently anticipating that there will be many more co-operation opportunities with COSCO SHIPPING Group in the foreseeable future, OOIL Group will use more vessel chartering services from COSCO SHIPPING Group provided that the price charged by it must be comparable/favorable to OOIL Group when compared to that offered by other Independent Providers, and the principles of fairness and reasonableness must always be observed from time to time throughout the term of the Vessel Services Master Agreement.

Given (i) the Latest Financial Year Growth Rate, which was the growth rate historically achieved for the latest full FY; (ii) the annual cap for the Non-exempt Vessel Service for the FY 2020 representing a growth rate of approximately 328.9% as compared to 2019 Annualised Vessel Service Amount; (iii) the expected continuous business development of OOIL Group as well as the closer cooperation between OOIL Group and COSCO SHIPPING Group following the Acquisition; and (iv) the potential fluctuation in transaction amounts, we consider the Latest Financial Year Growth Rate to be an acceptable reference, notwithstanding the then relatively smaller base amount, for the purpose of our assessment of the growth of the annual caps for the Non-exempt Vessel Service for the three FYs from 2020 to 2022.

After taking into account, in particular, (i) our independent review of the breakdown of the calculation of the respective annual caps for Non-exempt Transactions; (ii) the annual growth rates of the respective annual caps for the Non- exempt Transactions (other than the Non-exempt Equipment Procurement Service) for the FY 2020 are mostly comparable to the Latest Financial Year Growth Rate; (iii) the continuous business development of OOIL Group as well as the closer cooperation between OOIL Group and the COSCO SHIPPING Group; and (iv) the expected considerable increases in business volume and transactions amounts attributable to the introduction of new trade lanes or markets to Africa and Latin America in the coming three years, we are of the view that the Non-exempt Transactions (including the respective annual caps relating thereto for the three FYs from 2020 to 2022) are fair and reasonable so far as the Independent Shareholders are concerned.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Deposit Service under the Financial Services Master Agreement

The annual caps for the maximum daily outstanding balance of deposits (including accrued interest and handling fee) for the Deposit Service to be provided to OOIL Group under the Financial Services Master Agreement (the Deposit Cap) are US$200 million for each of the three FYs from 2020 to 2022.

As the Deposit Service will be newly provided by COSCO SHIPPING Group to OOIL Group for the coming three FYs from 2020 to 2022, there is no historical amount available for our reference/comparison. We have reviewed the Annual Report and Interim Report, where we noted the Group's cash and bank balances amounted to approximately US$1,584.5 million and US$1,302.7 million as at 31 December 2018 and 30 June 2019, respectively. After taking into account that the Deposit Cap of US$200 million for each of the three coming FYs from 2020 to 2022 will only account for 15.4% of the cash and bank balances of the Group as at 30 June 2019, we are of the view that the Deposit Cap are not unusual, and therefore the Deposit Service (including the annual caps relating thereto for the three FYs from 2020 to 2022) are fair and reasonable so far as the Independent Shareholders are concerned. The Management will ensure that the deposit terms and interest rates offered by COSCO SHIPPING Group to OOIL Group will not be less favorable than benchmark deposit rates or those offered from independent third-party financial institutions.

6. Internal control measures to govern the Non-exempt Transactions

As disclosed in the Board Letter, the Company has established appropriate and adequate internal control measures to govern the implementation of the continuing connected transactions, which are then subject to annual review requirements as stipulated under the Listing Rules. Please refer to the Board Letter for more details.

We have independently reviewed the internal control procedural manual of OOIL Group, and have discussed with the Management regarding the actual implementation from time to time to govern the continuing connected transactions, we consider the established internal control procedures are adequate for safeguarding the interests of the Company and the Shareholders as a whole.

As mentioned in the above, we have reviewed examples of the Company's internal control and approval procedures; and noted for example, for a procurement of 100,000 TEU containers from equipment suppliers, that there were four equipment providers invited for tenders, of whom, one was a member company of COSCO SHIPPING Group whilst the other three were Independent Suppliers providing their quotations for consideration, review and approval by different functional departments of the Company over the review process. Following a series of examinations and reviews by OOIL Group in terms of technology, experience, quotations, production capacity and quality of services etc., that member company of COSCO SHIPPING Group was finally selected for supply of that 100,000 TEU containers, where we also noted that the final unit purchasing price of which was the lowest and basically in line with the commercial invoices subsequently issued by that equipment supplier to OOIL Group for settlement after delivery of such TEU containers.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Regarding OOIL Group's internal control on monitoring the utilisation of approved annual caps for the Non-exempt Transactions not to be exceeded, the Company has in place an information technology platform which is specialized for the identification, capturing, reporting and monitoring of the connected transactions conducted between OOIL Group and COSCO SHIPPING Group. A monthly report with respect to the connected transactions will be issued by the Company's financial control department to its legal and secretarial department for cross-controlling purpose. Such report will contain, among other things, the aggregate utilization rate (%) with respect to each annual cap relating to each New Master Agreements. We have reviewed an example of such an internal report, and consider it to be an effective internal control measures. Based on such review and understanding, we consider that OOIL Group currently has adequate internal control measures and procedures in governing the Non-exempt Transactions over the past years and in at least the coming three FYs, so the Independent Shareholders' interests can be properly safeguarded during the term of the New Master Agreements.

As disclosed in the Annual Report, the Independent Non-Executive Directors have confirmed that they have reviewed the continuing connected transactions and confirmed that the continuing connected transactions conducted in the FY 2018 have been entered into (a) in the ordinary and usual course of business of the Group; (b) on normal commercial terms or better; and (c) according to the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In addition, the Company's auditors had reviewed the continuing connected transactions for the FY 2018 and confirmed to the Board that nothing has come to their attention that causes them to believe that the then disclosed continuing connected transactions in the Annual Report: (i) have not been approved by the Board; (ii) which involve provision of goods or services by OOIL Group, were not entered into, in all material respects, in accordance with the pricing policies of OOIL Group; (iii) were not entered into, in all material respects, in accordance with the relevant agreements governing the transactions; and (iv) have exceeded the maximum aggregate annual caps in respect of each of the then disclosed continuing connected transactions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having taken into account the principal factors and reasons as referred to the above, we are of the view that the Non-exempt Transactions are on normal commercial terms or better and in the ordinary and usual course of business of the Group and that the terms of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022) are fair and reasonable so far as the Independent Shareholders are concerned, and the Non-exempt Transactions are in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Shareholders, as well as the Independent Board Committee to recommend the Independent Shareholders, to vote in favor of the resolutions to be proposed at the SGM to approve each of the Non-exempt Transactions (including the respective annual caps relating thereto for each of the three FYs from 2020 to 2022).

Yours faithfully,

For and on behalf of

First Shanghai Capital Limited

Nicholas Cheng

Director

Note:

Mr. Nicholas Cheng has been the Responsible Officer of Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and has over 17 years of experience in corporate finance industry. He has been participating in the provision of independent financial advisory services for, and completed, numerous connected transactions involving companies listed in Hong Kong.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the SGM:

1. Mr. Yang Zhijian, aged 55, has been an Executive Director of the Company and a member of the Executive Committee, the Finance Committee, the Compliance Committee, the Inside Information Committee and the Risk Committee of the Company since 18 September 2019. He has been a director, the co-Chief Executive Officer and a member of the Executive Committee of Orient Overseas Container Line Limited, a wholly-owned subsidiary of the Company, since 18 September 2019. He is also a director of certain subsidiaries of the Company. Mr. Yang holds an executive master degree in Business Administration from Shanghai Maritime University and is an economist. Mr. Yang is currently the employee representative director of China COSCO SHIPPING, the general manager, the executive director and the Deputy Party Secretary of COSCO SHIPPING Holdings Co., Ltd. (''COSCO SHIPPING Holdings'', a company listed in both Shanghai and Hong Kong), the general manager, the chairman of the board and the Deputy Party Secretary of COSCO SHIPPING Lines Co., Ltd. (''COSCO SHIPPING Lines'').

Mr. Yang had been the head of ocean transportation division of Shanghai Ocean Shipping Co., Ltd., the head of corporate planning division and deputy general manager of marketing department of COSCO SHIPPING Lines, the deputy general manager of Hong Kong Ming Wah Shipping Co., Ltd., the general manager of the trade service division and the general manager of the Asia-Pacific trade division of COSCO SHIPPING Lines, the general manager and the Deputy Party Secretary of Shanghai PANASIA Shipping Company Limited, an assistant to the general manager and the deputy general manager of COSCO SHIPPING Logistics Co., Ltd., the deputy general manager, the general manager and the Deputy Party Secretary of COSCO SHIPPING Bulk Co., Ltd. Mr. Yang has over 30 years of experience in the maritime industry and has extensive experience in container shipping, logistics and bulk shipping.

Save as disclosed above, Mr. Yang (i) does not, and did not in the last three years, hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position with the Company and other members of the Group; and (iii) does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

As at the Latest Practicable Date, Mr. Yang did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Yang has a letter of appointment with the Company, for a term of three years with effect from 18 September 2019, unless either party gives six (6) months written notice to the other to terminate the letter of appointment before expiry of the existing term, and is subject to retirement by rotation in accordance with the Bye-laws.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED

Mr. Yang as an Executive Director and a member of the Executive Committee, the Finance Committee, the Compliance Committee, the Inside Information Committee and the Risk Committee of the Company, is not entitled to any emolument from the Company for his directorship in the Company, but the expenses incurred in connection with his discharge of duties as Director are borne by the Company. Mr. Yang does not have a service contract with the Company.

Saved as disclosed above, there is no other information relating to Mr. Yang required to be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

2. Mr. Feng Boming, aged 50, has been an Executive Director of the Company and a member of the Executive Committee, the Remuneration Committee, the Inside Information Committee and the Risk Committee of the Company since 18 September 2019. Mr. Feng holds a master degree in Business Administration from The University of Hong Kong and is an economist. Mr. Feng is currently the chairman of the board of directors and an executive director of COSCO SHIPPING Ports Limited (a company listed in Hong Kong), an executive director of COSCO SHIPPING Holdings (a company listed in Hong Kong), a non- executive director of each of COSCO SHIPPING Development Co., Ltd., COSCO SHIPPING Energy Transportation Co., Ltd. and COSCO SHIPPING International (Hong Kong) Co., Ltd. (all listed in Hong Kong), and a director of COSCO SHIPPING (Hong Kong) Co., Limited, COSCO SHIPPING Bulk Co., Ltd., COSCO SHIPPING Financial Holding Co., Ltd., Piraeus Port Authority S.A. (a company listed in Athens) and certain subsidiaries of China COSCO SHIPPING.

Mr. Feng had been the general manager of the strategic and corporate management department of China COSCO SHIPPING, the manager of the commercial section of the ministry of trade protection of COSCO SHIPPING Lines, the general manager of COSCO Container Hong Kong Mercury Co., Ltd., the general manager of the management and administration department of COSCO Holdings (Hong Kong) Limited, the general manager of COSCO International Freight (Wuhan) Co., Ltd. and COSCO Logistics (Wuhan) Co., Ltd., the director of the strategic management implementation office of China Ocean Shipping Co., Ltd. and COSCO SHIPPING Holdings, and a non-executive director of COSCO SHIPPING Holdings. Mr. Feng has over 20 years of work experience in the shipping industry. He has extensive experience in ports management and operation, enterprise strategy management, business management, container shipping and management.

Save as disclosed above, Mr. Feng (i) does not, and did not in the last three years, hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position with the Company and other members of the Group; and (iii) does not have any relationship with any Directors, senior management or substantial or controlling Shareholders of the Company.

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED

As at the Latest Practicable Date, Mr. Feng did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. Feng has a letter of appointment with the Company, for a term of three years with effect from 18 September 2019, unless either party gives six (6) months written notice to the other to terminate the letter of appointment before expiry of the existing term, and is subject to retirement by rotation in accordance with the Bye-laws.

Mr. Feng as an Executive Director and a member of the Executive Committee, the Remuneration Committee, the Inside Information Committee and the Risk Committee of the Company is not entitled to any emolument from the Company for his directorship in the Company, but the expenses incurred in connection with his discharge of duties as Director are borne by the Company. Mr. Feng does not have a service contract with the Company.

Saved as disclosed above, there is no other information relating to Mr. Feng required to be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

3. Mr. So Gregory Kam Leung, GBS, JP, aged 61, has been an Independent Non-Executive Director and a member of the Audit Committee of the Company since 17 May 2019 and a member of Independent Board Committee of the Company since 23 August 2019. Mr. So holds a bachelor of Arts degree in Economics from Carleton University, Canada and a bachelor degree in Law and a master degree in Business Administration from the University of Ottawa, Canada. Mr. So has been a member of the Law Society of Alberta, Canada since June 1985, a member of the Law Society of Upper Canada in November 1988, a member of the Law Society (England and Wales) in January 1989 and a member of the Hong Kong Law Society in March 1989. Since 1984, Mr. So provided legal services in Canada. He continued his legal practice upon returning to Hong Kong in 1989 and has over 24 years of practice experience as a lawyer. Mr. So is currently an independent non-executive director of China Overseas Property Holdings Limited (a company listed in Hong Kong), Investcorp Holdings B.S.C. (a company listed in Bahrain) and Aviva Life Insurance Company Limited, and a consultant in So, Lung and Associates, Solicitors.

Mr. So was appointed as the Undersecretary for the Commerce and Economic Development of the third term Government of the Hong Kong Special Administrative Region on 1 June 2008, the Secretary for the Commerce and Economic Development on 28 June 2011 and was again appointed as the Secretary for the Commerce and Economic Development of the fourth term Government of the Hong Kong Special Administrative Region on 1 July 2012 until 30 June 2017. The Commerce and Economic Development Bureau is responsible for various policy matters including Hong Kong's external commercial relations, inward investment promotion, intellectual property protection, industry and business support, tourism, consumer protection, competition, information technology, telecommunications,

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APPENDIX I	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED

broadcasting, development of innovation and technology (until November 2015), and film and creative industries related issues. Mr. So had been the vice-chairman of the Democratic Alliance for the Betterment and Progress of Hong Kong, a board member of Hong Kong Hospital Authority, a council member of Lingnan University, a member of Commission on Strategic Development and a member of the District Council of Wong Tai Sin District.

Save as disclosed above, Mr. So (i) does not, and did not in the last three years, hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) does not hold any other position with the Company and other members of the Group; and (iii) does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. So did not have any interest in the Shares of the Company within the meaning of Part XV of the SFO.

Mr. So has a letter of appointment with the Company, for a term of three years with effect from 17 May 2019, unless either party gives six (6) months written notice to the other to terminate the letter of appointment before expiry of the existing term, and is subject to retirement by rotation in accordance with the Bye-laws.

Mr. So's emolument was recommended by the Remuneration Committee with reference to his skills, knowledge, qualification, experience and responsibilities and was approved by the Board, and is subject to annual review by the Remuneration Committee and approval of the Board pursuant to the power granted by the Shareholders at the annual general meetings. As an Independent Non-Executive Director and a member of the Audit Committee of the Company, Mr. So is entitled to receive a total amount of HK$350,000 per annum. He is also entitled to receive a one-off fee of HK$50,000 as a member of the Independent Board Committee. Mr. So does not have a service contract with the Company.

Saved as disclosed above, there is no other information relating to Mr. So required to be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

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APPENDIX II

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors' and Chief Executive's interests and short positions in Shares, underlying Shares and debentures

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Directors, none of the Directors or the chief executive of the Company had any interests or short positions in the Shares, underlying Shares and the debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO), which were required to be (a) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) entered in the register kept by the Company pursuant to Section 352 of the SFO; or (c) notified to the Company and the Stock Exchange pursuant to the Model Code contained in the Listing Rules:

Directors' and Chief Executive's interests and short positions in Shares, underlying Shares and debentures of the Company
Nil.

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APPENDIX II

GENERAL INFORMATION

Directors' and Chief Executive's interests and short positions in shares, underlying shares and debentures of associated corporations of the Company

						Approximate
						percentage of
			Number of			total issued share
	Name of Director		ordinary shares	Number of		capital of the
Name of associated	or Chief		held as personal	outstanding share	Total number of	associated
corporation	Executive	Capacity	interest	options granted	interests	corporation
COSCO SHIPPING	YANG Zhijian	Beneficial Owner	100,000	Nil	100,000	0.004%	(Note	1)
Holdings Co., Ltd.			(H Shares)
	FENG Boming	Interest of spouse	Nil	530,000 (Note 2)	530,000	0.01%	(Note	1)
				(A Shares)
COSCO SHIPPING	YANG Zhijian	Beneficial Owner	400,000	Nil	400,000	0.01%	(Note	3)
Development Co.,			(H Shares)
Ltd.	FENG Boming	Beneficial Owner	29,100	Nil	29,100	0.0003%	(Note	3)
			(A Shares)

Notes:

The shareholding percentage in COSCO SHIPPING Holdings Co., Ltd. is calculated on the basis of 2,580,600,000 H shares in issue and 9,678,929,227 A shares in issue as at the Latest Practicable Date.
These share options were held by the spouse of FENG Boming as beneficial owner, therefore, FENG Boming is deemed to be interested in same shares.
The share options were granted on 3 June 2019 under the Share Option Incentive Scheme of COSCO SHIPPING Holdings Co., Ltd. (the ''Scheme'') at an exercise price of RMB4.10 per A share (subject to adjustment in accordance with the relevant requirements under the Scheme upon the occurrence of the adjustment events before the exercise of the share options). According to the terms of the Scheme, the Scheme is valid for 10 years from 30 May 2019 and the share options shall be vested 24 months after the date of grant (the ''Vesting Period''). Subject to the fulfilment of the relevant conditions of exercise, these share options shall be exercisable in three batches after the expiry of the Vesting Period, i.e. (a) the exercise period of 33% of the share options will commence on the first trading day after expiration of the 24- month period from the date of grant and ending on the last trading day of the 36-month period from the date of grant; (b) the exercise period of 33% of the share options will commence on the first trading day after expiration of the 36-month period from the date of grant and ending on the last trading day of the 48-month period from the date of grant; and (c) the exercise period of 34% of the share options will commence on the first trading day after expiration of the 48-month period from the date of grant and ending on the last trading day of the 84-month period from the date of grant. Details of the Scheme are set out in the announcement dated 3 June 2019 of COSCO SHIPPING Holdings Co., Ltd. (A shares). No consideration was paid by the grantees for the acceptance of share option.

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APPENDIX II

GENERAL INFORMATION

1. The shareholding percentage in COSCO SHIPPING Development Co., Ltd. is calculated on the basis of 3,676,000,000 H shares in issue and 7,932,125,000 A shares in issue as at the Latest Practicable Date (as the case may be).
Directors' interest as a director or employee of a company which has a discloseable interest or short position in the Shares and underlying Shares of the Company
As at the Latest Practicable Date, save as disclosed below, so far as is known to the

Directors, no Director was a director or employee of a company which has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

		Position held by the Director
Name of company	Name of Director	in such company
China COSCO SHIPPING	Mr. XU Lirong	Chairman of the board and the
Corporation Limited		Party Secretary
	Mr. WANG Haimin	Executive Vice President and the
		Party Committee member
	Mr. YANG Zhijian	Employee Representative
		Director
	Dr. CHUNG Shui Ming	External Director*
	Timpson
COSCO SHIPPING Holdings	Mr. XU Lirong	Executive Director and Chairman
Co., Ltd.		of the board
	Mr. WANG Haimin	Vice Chairman and Executive
		Director
	Mr. YANG Zhijian	General Manager, Executive
		Director and the Deputy Party
		Secretary
	Mr. FENG Boming	Executive Director
	Mr. YANG Liang Yee	Independent Non-Executive
	Philip	Director

Note: The Company understands that the role and nature of an ''External Director'' in China COSCO SHIPPING Corporation Limited is similar to that of an independent non-executive director.

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APPENDIX II		GENERAL INFORMATION
		Position held by the Director
Name of company	Name of Director	in such company
Faulkner Global Holdings	Mr. WANG Haimin	Director
Limited
Shanghai International Port	Mr. WANG Haimin	Director
(Group) Co., Ltd.
	Mr. YAN Jun	Director, President and Deputy
		Party Secretary
Silk Road Fund Co., Ltd.	Ms. WANG Dan	Executive Vice President

3. DIRECTORS' SERVICE CONTRACTS

As at the date of this circular, none of the Directors has a service contract with the Company or any of its subsidiaries which is not determinable by the employing company within one year without payment of compensation, other than statutory compensation.

4. DIRECTORS' INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, Mr. XU Lirong, Mr. WANG Haimin, Mr. YANG Zhijian and Mr. FENG Boming, Executive Directors of the Company, Dr. CHUNG Shui Ming Timpson and Mr. YANG Liang Yee Philip, Independent Non-Executive Directors of the Company and as at 26 November 2019, Ms. CHEN Ying, an Independent Non-Executive Director of the Company, held directorships and/or senior management positions in China COSCO SHIPPING, an indirect controlling shareholder of the Company, its subsidiaries or its associates which are engaged in the same business of container shipping, management and operation of container terminals and/or logistics services (the ''Competing Companies'') as the Group.

As the Board of the Company is independent of the board of directors of the Competing Companies, the Directors of the Company are of the view that the Group is capable of carrying on its business independently of, and at arm's length from the businesses of the Competing Companies.

Save as disclosed above, at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective close associates (as defined in the Listing Rules) had any interests in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

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APPENDIX II

GENERAL INFORMATION

5. OTHER INTERESTS OF DIRECTORS IN CONTRACTS

The Group shares the rental of office premises at Harbour Centre, Hong Kong on an actual cost reimbursement basis with Island Navigation Corporation International Limited (''INCIL''), which is owned by trusts related to Tung family members, to whom Mr. TUNG Lieh Cheung Andrew, Executive Director of the Company, is related.

The total amount of rental on an actual cost reimbursement basis paid by INCIL to the Group for the year ended 31 December 2018 was approximately US$1,621,000.

Except for the above (other than contracts amongst Group companies), no other contracts or arrangements of significance in relation to the Group's business to which the Company or any of its subsidiaries was a party, and in which a Director of the Company had a material interest, subsisted as at the date of this circular.

6. DIRECTORS' INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any assets which have been, since 31 December 2018, being the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

7. NO MATERIAL ADVERSE CHANGE

The Directors confirm that, as at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2018, being the date to which the latest published audited consolidated financial statements of the Group were made up.

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APPENDIX II

GENERAL INFORMATION

8. EXPERT AND CONSENT

The following is the qualification of the expert who has given an opinion or advice, which is contained or referred to in this circular:

Name	Qualification
First Shanghai Capital Limited	A licensed corporation to carry out Type 6 (advising
	on corporate finance) regulated activity under the
	SFO

As at the Latest Practicable Date, First Shanghai Capital Limited did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, First Shanghai Capital Limited did not have any direct or indirect interest in any assets which have been, since 31 December 2018, being the date to which the latest published audited financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

First Shanghai Capital Limited has given and has not withdrawn its written consent to the issue of this circular, with the inclusion herein of their letter dated 28 November 2019 in connection with their advice to the Independent Board Committee and the Independent Shareholders, and/or references to their name and logo in the form and context in which they appear.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection by Shareholders during normal business hours at the principal office of the Company in Hong Kong at 31st Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on weekdays other than Saturdays and public holidays from the date of this circular up to and including the date of the SGM:

the New Business Master Agreement;
the New Bunker Master Agreement;
the New Terminal Master Agreement;
the New Equipment Procurement Master Agreement;
the Vessel Services Master Agreement;
the Financial Services Master Agreement; and
the Existing Master Agreements.

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NOTICE OF SPECIAL GENERAL MEETING

ORIENT OVERSEAS (INTERNATIONAL) LIMITED

東方海外 ( 國際 ) 有限公司*

(Incorporated in Bermuda with members' limited liability)

(Stock Code: 316)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE is hereby given that the Special General Meeting of ORIENT OVERSEAS (INTERNATIONAL) LIMITED (the ''Company'') will be held on Tuesday, 17 December 2019 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions.

Unless the context requires otherwise, the terms used in this notice of SGM shall have the same meanings as those defined in the Company's circular dated 28 November 2019.

ORDINARY RESOLUTIONS

''THAT the Non-exempt Network Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022 be and are hereby approved and confirmed and that any Director of the Company be and is hereby authorized to do all such further acts and things, to execute such further documents and to take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.''
''THAT the Deposit Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022 be and are hereby approved and confirmed and that any Director of the Company be and is hereby authorized to do all such further acts and things, to execute such further documents and to take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.''

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NOTICE OF SPECIAL GENERAL MEETING

''THAT the Non-exempt Terminal Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022 be and are hereby approved and confirmed and that any Director of the Company be and is hereby authorized to do all such further acts and things, to execute such further documents and to take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.''
''THAT the Non-exempt Equipment Procurement Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022 be and are hereby approved and confirmed and that any Director of the Company be and is hereby authorized to do all such further acts and things, to execute such further documents and to take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.''
''THAT the Non-exempt Vessel Service transactions (including the annual caps relating thereto) for the three years ending 31 December 2022 be and are hereby approved and confirmed and that any Director of the Company be and is hereby authorized to do all such further acts and things, to execute such further documents and to take all such steps which in their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such agreement.''
(a) To re-elect Mr. Yang Zhijian as Executive Director of the Company.
1. To re-elect Mr. Feng Boming as Executive Director of the Company.
2. To re-elect Mr. So Gregory Kam Leung as Independent Non-Executive Director of the Company.
3. To authorise the Board of Directors to fix the Directors' remuneration.

By Order of the Board

Orient Overseas (International) Limited

Lammy LEE

Company Secretary

Hong Kong, 28 November 2019

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

Any member of the Company entitled to attend and vote at the above meeting (or at any adjournment thereof) is entitled to appoint a proxy or proxies to attend and vote on his behalf in accordance with the Bye-laws of the Company. A proxy need not be a member of the Company.
Where there are joint registered holders of any share, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders shall be present at the above meeting personally or by proxy, that one of the holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
The proxy form must be deposited at the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited (the ''Branch Share Registrar''), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a certified copy thereof) as soon as possible but in any event not less than 48 hours before the time appointed for holding the above meeting or any adjournment thereof.
The register of members of the Company will be closed during the period from 12 December 2019 to 17 December 2019, both days inclusive, to ascertain the shareholders entitled to attend and vote at the above meeting of the Company. During this period, no transfer of shares will be registered. To be eligible to attend and vote at the above meeting, all share transfer documents must be accompanied with the relevant share certificates and lodged with the Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 11 December 2019;
If any member of the Company has any particular access request or special needs for participating in the above meeting, please contact the Branch Share Registrar (telephone: +852 2862 8555) on or before 13 December 2019; and
The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

For identification purpose only
website: http://www.ooilgroup.com

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OOIL - Orient Overseas (International) Limited published this content on 27 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2019 10:02:08 UTC

Market Closed - Hong Kong S.E. Other stock markets 04:08:34 2024-07-17 am EDT			5-day change	1st Jan Change
108.3 ^HKD	-0.73%		-8.14%	-0.64%

07:23am	Daiwa Securities Downgrades Orient Overseas (International) to Hold From Buy; Price Target is HK$110	MT
Jul. 16	Orient Overseas (International) Unit OOCL Reports 14% Rise in Q2 Revenue	MT

Daiwa Securities Downgrades Orient Overseas (International) to Hold From Buy; Price Target is HK$110	01:23am	MT
Orient Overseas (International) Unit OOCL Reports 14% Rise in Q2 Revenue	Jul. 16	MT
Orient Overseas (International) Limited Reports Unaudited Revenue Results for the Second Quarter and Six Months Ended June 30, 2024	Jul. 15	CI
Morgan Stanley Downgrades Orient Overseas (International) to Underweight From Equal-weight; Price Target is HK$89	Jul. 15	MT
UOB Kay Hian Upgrades Orient Overseas to Buy From Hold; Price Target is HK$141.50	Jul. 08	MT
Chinese Shipping Shares Drop on Reports of Gaza Cease-Fire Progress	Jul. 08	DJ
UOB Kay Hian Upgrades Orient Overseas (International) to Hold From Sell, Price Target is HK$132.20	Jun. 05	MT
Orient Overseas (International) Limited Announces Board and Committee Changes	May. 29	CI
Middle East Tensions Dent Asian Stock Markets	Apr. 19	MT
Orient Overseas (International) Revenues Decline 9.0% in Q1 of 2024	Apr. 15	MT
Earnings Season, FX Roil Asian Stock Markets	Mar. 22	MT
Orient Overseas' Attributable Profit Plunges on Lower Revenue, Misses EPS Forecast	Mar. 22	MT
Hong Kong Shares Pulled Down by Weak Earnings Data; Orient Overseas Tanks 17%	Mar. 22	MT
China stocks fall on weaker yuan, outflows	Mar. 22	RE
Orient Overseas' Shares Fall After Steep Decline in 2023 Earnings	Mar. 21	DJ
Orient Overseas (International) Limited Proposes Second Special Dividend for the Year Ended 31 December 2023, Payable on 28 June 2024	Mar. 21	CI
Orient Overseas (International) Limited Proposes Final Dividend for the Year Ended 31 December 2023, Payable on 28 June 2024	Mar. 21	CI
Orient Overseas (International) Limited Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 21	CI
Global Shipping Lines Extend Vessel-Sharing Agreement -- Update	Feb. 27	DJ
Global Shipping Lines Extend Vessel-Sharing Agreement	Feb. 27	DJ
China Outlook, Holiday Cap Asian Stock Markets	Feb. 09	MT
Hong Kong stocks mark weak end to year of the rabbit	Feb. 08	RE
Interest Rates, China Outlook Churn Asian Stock Markets	Jan. 18	MT
China, Japan Outlooks Roil Asian Stock Markets	Jan. 12	MT
Wall Street Cues, China Outlook Roil Asian Stock Markets	Jan. 09	MT

Orient Overseas (International) Limited

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Orient Overseas International : CONTINUING CONNECTED TRANSACTIONS AND RE-ELECTION OF DIRECTORS AND NOTICE OF SPECIAL GENERAL MEETING

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