China COSCO : CONNECTED TRANSACTION - SYNDICATED LOAN AGREEMENT

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中 國 遠 洋 控 股 股 份 有 限 公 司

China COSCO Holdings Company Limited*

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

(Stock code : 1919) CONNECTED TRANSACTION - SYNDICATED LOAN AGREEMENT

Reference is made to the announcement of China COSCO Holdings Company Limited dated 18 March 2016.

On 27 June 2013, Jinzhou New Age (a subsidiary of CSPD which has become a member of the Group following completion of the Terminal Acquisition), CS Finance and ICBC (through its Shanghai Municipal Waitan sub-branch) entered into the Syndicated Loan Agreement, pursuant to which CS Finance and ICBC agreed to provide a term loan of up to RMB285,000,000 to Jinzhou New Age for a term commencing from 27 June 2013 to 27 June 2025. As CS Finance is a member of the CS Group and members of the CS Group are connected persons of the Company, the Syndicated Loan Agreement constitutes a connected transaction of the Company.

Pursuant to the Pledge Agreement dated 27 June 2013, the outstanding loan amount and other obligations of Jinzhou New Age under the Syndicated Loan Agreement are secured by certain fixed assets of Jinzhou New Age.

As the highest of the applicable percentage ratios in respect of the Syndicated Loan Agreement is more than 0.1% and less than 5%, the transaction is subject to the announcement and reporting requirements but exempt from independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

Syndicated Loan Agreement

On 27 June 2013, Jinzhou New Age, CS Finance and ICBC (through its Shanghai Municipal Waitan sub-branch) entered into the Syndicated Loan Agreement. Following completion of the Terminal Acquisition, Jinzhou New Age (which is a subsidiary of CSPD) has become a member of the Group. As CS Finance is a member of the CS Group and members of the CS Group are connected persons of the Company, the Syndicated Loan Agreement constitutes a connected transaction of the Company.

The principal terms of the Syndicated Loan Agreement are set out below:

Date: 27 June 2013 Parties: Jinzhou New Age (as borrower); CS Finance (as lender); and

ICBC (through its Shanghai Municipal Waitan sub-branch) (as mandated lead arranger, lender and agent bank).

Duration: From 27 June 2013 to 27 June 2025 (the "Last Repayment Date"). The Last Repayment Date may be extended with the consent of all lenders under the Syndicated Loan Agreement. Nature of transaction: Provision of a RMB285,000,000 term loan by CS

Finance and ICBC to Jinzhou New Age. Under the Syndicated Loan Agreement, the maximum commitments of ICBC and CS Finance were RMB171,000,000 and RMB114,000,000 respectively. The commitments of ICBC and CS Finance under the Syndicated Loan Agreement were several.

The outstanding principal amount of the loan owed to CS Finance under the Syndicated Loan Agreement upon completion of the Terminal Acquisition was RMB105,000,000. No further drawdowns under the Syndicated Loan Agreement will be made by Jinzhou New Age.

Interest rate: 10% discount to the benchmark RMB loan interest rate

for one-year-loans published by PBOC from time to time as at the relevant interest rate reference date under the Syndicated Loan Agreement.

Repayment Schedule: Repayment of the loan to the lenders shall be made on

a scheduled basis as follows:

Repayment Date: Repayment Amount:

27	December	2013	RMB2,400,000
27	June 2014	RMB5,600,000
27	December	2014	RMB3,000,000
27	June 2015	RMB7,000,000
27	December	2015	RMB4,500,000
27	June 2016	RMB10,500,000
27	December	2016	RMB6,000,000
27	June 2017	RMB14,000,000
27	December	2017	RMB7,500,000
27	June 2018	RMB17,500,000
27	December	2018	RMB8,100,000
27	June 2019	RMB18,900,000
27	December	2019	RMB8,700,000
27	June 2020	RMB20,300,000
27	December	2020	RMB9,000,000
27	June 2021	RMB21,000,000
27	December	2021	RMB9,000,000
27	June 2022	RMB21,000,000
27	December	2022	RMB9,000,000
27	June 2023	RMB21,000,000
27	December	2023	RMB9,000,000
27	June 2024	RMB21,000,000
27	December	2024	RMB9,300,000
Pledge Agreement	27	June 2025	RMB21,700,000

On 27 June 2013, Jinzhou New Age and ICBC (through its Shanghai Municipal Waitan sub-branch and acting on behalf of all lenders under the Syndicated Loan Agreement) entered into the Pledge Agreement, pursuant to which certain fixed assets of Jinzhou New Age (including certain machinery and land use rights) were pledged as security for the outstanding loan amount and other obligations owed by Jinzhou New Age under the Syndicated Loan Agreement.

Connected relationship

COSCO SHIPPING is an indirect controlling shareholder of the Company. COSCO SHIPPING is also the controlling shareholder of China Shipping. Therefore members of the CS Group (including CS Finance) are connected persons of the Company.

Listing Rules implications

The Syndicated Loan Agreement constitutes a connected transaction of the Company. As the highest of the applicable percentage ratios in respect of the Syndicated Loan Agreement is more than 0.1% and less than 5%, the transaction is subject to the announcement and reporting requirements but exempt from independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

REASONS FOR AND BENEFITS OF THE CONNECTED TRANSACTION

Jinzhou New Age was a former member of the CS Group and following the completion of the Terminal Acquisition, became a member of the Group. The funds borrowed by Jinzhou New Age under the Syndicated Loan Agreement was used to refinance certain project loans of Jinzhou New Age.

Mr. Wan Min, Mr. Huang Xiaowen, Ms. Sun Yueying, Mr. Sun Jiakang, Mr. Ye Weilong, Mr. Wang Yuhang and Mr. Xu Zunwu are Directors nominated by COSCO and have therefore abstained from voting on the relevant resolutions of the Board approving the connected transaction under the Syndicated Loan Agreement. Save as disclosed above, non of the Directors has material interest in the transactions under the Syndicated Loan Agreement. Dr. Fan Hsu Lai Tai, Rita has voluntarily abstained from voting on such resolution by reason that she is also an independent non-executive director of COSCO Pacific.

Other than the abovementioned Directors, the remaining Directors are independent non-executive Directors who are of the view that the transactions under the Syndicated Loan Agreement are in the ordinary and usual course of business of the Group and on normal commercial terms and that the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.