COSCO SHIPPING Holdings Co., Ltd. — Proxy Solicitation & Information Statement 2006

Jul 17, 2006

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 what action to take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China COSCO Holdings Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

==> picture [227 x 85] intentionally omitted <==

China COSCO Holdings Company Limited*

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

(Stock Code: 1919)

DISCLOSEABLE TRANSACTION CONSTRUCTION OF VESSELS

• The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name and the English name “China COSCO Holdings Company Limited”.

17 July 2006

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Terms of the Vessel Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Finance Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Reasons for Entering into the Vessel Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Information about the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Discloseable Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix - General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

— i —

DEFINITIONS

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

==> picture [432 x 580] intentionally omitted <==

----- Start of picture text -----

|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|“Board”|the|board|of|Directors|
|“CSSC”|China|State|Shipbuilding|Corporation,|Limited|
|(|)|
|“Company”|China|COSCO|Holdings|Company|Limited|
|(|),|a|joint|stock|limited|company|
|incorporated|in|the|PRC|with|limited|liability,|the|H|shares|of|
|which|are|listed|on|the|Stock|Exchange|
|“Consideration”|the|aggregated|cash|consideration|for|the|construction|of|the|
|Vessels|under|the|Vessel|Agreements|
|“COSCON”|COSCO|Container|Lines|Company|Limited|
|(|),|a|limited|liability|company|
|established|in|the|PRC|on|11|November|1997|and|a|wholly-|
|owned|subsidiary|of|the|Company|
|“Directors”|the|directors|of|the|Company|
|“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|People’s|
|Republic|of|China|
|“Jiangnan|Shipyard”|Jiangnan|Shipyard|(Group)|Company|Limited|
|(|),|a|wholly-owned|subsidiary|of|
|CSSC|
|“Latest|Practicable|Date”|10|July|2006,|being|the|latest|practicable|date|prior|to|the|
|printing|of|this|circular|for|the|purpose|of|ascertaining|certain|
|information|contained|in|this|circular|
|“Listing|Rules”|the|Rules|Governing|the|Listing|of|Securities|on|the|Stock|
|Exchange|
|“Model|Code”|the|Model|Code|for|Securities|Transactions|by|Directors|of|
|Listed|Issuers,|as|set|out|in|Appendix|10|to|the|Listing|Rules|
|“PRC”|the|People’s|Republic|of|China|which,|for|the|purpose|of|this|
|circular|and|for|geographical|reference|only,|excludes|Hong|
|Kong,|Macau|Special|Administrative|Region|of|the|PRC|and|
|Taiwan|

----- End of picture text -----

— 1 —

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance, Chapter 571 of	the
	Laws of Hong Kong, as amended and supplemented from time
	to time
“Shareholder(s)”	holder(s) of the share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisors”	the supervisors of the Company
“TEU”	twenty-foot equivalent unit, a standard unit of measurement
	of the volume of a container with a length of 20 feet, height
	of 8 feet and 6 inches and width of 8 feet
“US$”	United States dollars, the lawful currency of the United States
“Vessel Agreements”	agreements entered into between COSCON, CSSC	and
	Jiangnan Shipyard for the construction of the Vessels by
	CSSC and Jiangnan Shipyard
“Vessels”	eight 5,100 TEUs container vessels
“%”	per cent.

The exchange rate adopted in this circular for illustration purpose only is US$1.00 = HK$7.80.

— 2 —

LETTER FROM THE BOARD

==> picture [227 x 84] intentionally omitted <==

China COSCO Holdings Company Limited*

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

(Stock Code: 1919)

Executive Directors:

Dr. WEI Jiafu (Chairman and CEO)

Mr. CHEN Hongsheng (President)

Registered Office: Ocean Plaza, 12th Floor 158 Fuxingmennei Street Beijing 100031, PRC

Non-executive Directors:

Mr. ZHANG Fusheng (Vice Chairman)

Mr. WANG Futian

Mr. LI Jianhong

Mr. MA Zehua

Place of business in Hong Kong: 49th Floor, COSCO Tower 183 Queen’s Road Central Hong Kong

Mr. MA Guichuan

Ms. SUN Yueying

Mr. LIU Guoyuan

Independent non-executive Directors:

Ms. LI Boxi

Mr. TSAO Wen King, Frank

Mr. HAMILTON Alexander Reid

Mr. CHENG Mo Chi

17 July 2006

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION CONSTRUCTION OF VESSELS

INTRODUCTION

On 26 June 2006, the Board announced that, on the same date, COSCON entered into the Vessel Agreements with CSSC and Jiangnan Shipyard for the construction of the Vessels. The Consideration for the construction of the Vessels is US$516,800,000 (equivalent to approximately HK$4,031,040,000).

• The Company is registered as an oversea company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of

• Hong Kong) under its Chinese name and the English name “China COSCO Holdings Company Limited”.

— 3 —

LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with further details of the transactions.

GENERAL

On 26 June 2006, COSCON entered into the Vessel Agreements with CSSC and Jiangnan Shipyard for the construction of the Vessels. The Consideration for the construction of the Vessels is US$516,800,000 (equivalent to approximately HK$4,031,040,000). The entering into of the Vessel Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

CSSC is an integrated shipbuilding enterprise and Jiangnan Shipyard is a shipbuilder for container vessels. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, each of CSSC and Jiangnan Shipyard is an independent third party and is not a connected person of the Company.

TERMS OF THE VESSEL AGREEMENTS

The Consideration was agreed after arm’s length negotiations between the parties by reference to the current market prices for the construction of similar container vessels in the PRC. The Consideration will be payable either in US$ or RMB in five instalments. The first instalment, being 20% of the Consideration (amounting to a sum of US$103,360,000 (equivalent to approximately HK$806,208,000)), is payable in US$ within 20 business days after the signing of the Vessel Agreements. The second, third and fourth instalments, each being 20% of the Consideration (amounting to a total sum of US$310,080,000 (equivalent to approximately HK$2,418,624,000)), are payable in RMB at various stages of the construction of the Vessels and within ten business days of receipt of the relevant work progress report and invoice relating to the vessel construction by COSCON from CSSC and Jiangnan Shipyard. The final instalment, being 20% of the Consideration (amounting to a sum of US$103,360,000 (equivalent to approximately HK$806,208,000)), is payable in RMB within ten business days after the delivery of the Vessels to COSCON as well as the signing by the parties and receipt of the relevant vessel delivery documents by COSCON.

Two of the Vessels are expected to be delivered on or before 30 June 2009. The remaining six Vessels are expected to be delivered, two Vessels at each time, on or before 31 October 2009, 28 February 2010 and 30 June 2010 respectively.

Pursuant to the Vessel Agreements, COSCON has the right not to take delivery of the Vessels by giving written termination notice to CSSC and Jiangnan Shipyard upon the committing, by CSSC and Jiangnan Shipyard, of an event of default as set out in the Vessel Agreements. Within ten days of the receipt of such written termination notice from COSCON, CSSC and Jiangnan Shipyard are required to refund the portion of the Consideration so far received by them to COSCON plus all interests (calculated at the 5-year-term lending rate quoted for same period by the People’s Bank of China).

FINANCE TERMS

The Company intends to arrange for bank borrowings to finance the payment of approximately 70% of the Consideration, while 20% of the Consideration will be paid out of the listing proceeds raised by the Company in 2005 while the remaining 10% of the Consideration will be funded by the internal resources of COSCON.

— 4 —

LETTER FROM THE BOARD

The Group’s fixed assets will increase by approximately US$516,800,000 following the delivery of the Vessels, whilst current assets will decrease and long-term liabilities will increase depending on the proportion of the purchase price funded from internal resources and external finance. The Company believes that the construction of the Vessels will have a positive effect on the earnings of the Group subsequent to the delivery of the Vessels, although the quantum cannot be ascertained at present, which will depend on the conditions of the shipping market at the time of delivery of the Vessels.

REASONS FOR ENTERING INTO THE VESSEL AGREEMENTS

According to current market forecast, global demand for container shipping services will maintain their growing trend in the next few years. The Directors are of the view that the construction and ownership of the Vessels will assist the Group in satisfying market demand, consolidating and expanding the Group’s market share and maintaining the Group’s continuous development and market competitiveness.

The Directors, including the independent non-executive Directors, consider that the terms of the Vessel Agreements were determined on an arm’s length basis and on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION ABOUT THE GROUP

The Group is one of the leading global providers of integrated container shipping services to international and domestic customers. The Group’s businesses include the provision of a wide range of container shipping, container terminal, container leasing and freight forwarding and shipping agency services across the container shipping value chain.

DISCLOSEABLE TRANSACTION

Under Chapter 14 of the Listing Rules, the entering into of the Vessel Agreements by COSCON constitutes a discloseable transaction of the Company. This document constitutes the circular which the Company is required to send to the Shareholders pursuant to the Listing Rules in respect of the construction of the Vessels.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information contained in the appendix to this circular.

By Order of the Board China COSCO Holdings Company Limited ZHANG Yongjian Joint Company Secretary

— 5 —

GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement contained in this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Directors’ and Supervisors’ Interests in Shares, Underlying Shares and Debentures

As at the Latest Practicable Date, the interests of the Directors and Supervisors in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they are taken or deemed to have under such provisions of the SFO), or which were required pursuant to Section 352 of the SFO to be entered in the register maintained by the Company referred to therein, or which were required to be notified to the Company and the Stock Exchange pursuant to the Model Code were as follows:

• (i) Long positions in the Shares:

				Percentage of
			Number of H	total issued H
		Nature of	shares of the	shares of the
Name of Director	Capacity	interest	Company	Company
Mr. Tsao Wen King, Frank	Beneficial	Family	100,000	0.004%
	owner

(ii) Long positions in shares of associated corporations:

				Number of	Percentage of
Name of associated	Name of		Nature of	ordinary	total issued
corporation	Director	Capacity	interest	shares	share capital
COSCO Pacific Limited	Tsao Wen	Beneficial	Personal	50,000	0.002%
	King, Frank	owner
COSCO Corporation	Wei Jiafu	Beneficial	Personal	1,900,000	0.09%
(Singapore) Limited		owner
COSCO Corporation	Li Jianhong	Beneficial	Personal	1,300,000	0.06%
(Singapore) Limited		owner
COSCO Corporation	Sun Yueying	Beneficial	Personal	1,400,000	0.06%
(Singapore) Limited		owner

— 6 —

GENERAL INFORMATION

APPENDIX

• (iii) Long positions in the underlying shares of equity derivatives of the Company:

A share appreciation rights plan was adopted by the Company, which was designed to align the interests of Directors, Supervisors and senior management of the Company with the Company’s operating results and the Company’s share value. The issuance of share appreciation rights does not involve any issuance of new shares, nor does it have any dilutive effect on the Shareholders.

As at the Latest Practicable Date, the share appreciation rights held by the Directors and Supervisors are set out below:

				Number of
			units of share		Approximate %
				appreciation	of issued share
				rights	capital of the
			outstanding as		Company’s H
				at the Latest	shares as at the
Name of Director/		Nature of	Exercise	Practicable	Latest
Supervisor	Capacity	interest	price	Date	Practicable Date
WEI Jiafu	Beneficial	Personal	HK$3.195	900,000	0.04%
	owner
ZHANG Fusheng	Beneficial	Personal	HK$3.195	800,000	0.04%
	owner
CHEN Hongsheng	Beneficial	Personal	HK$3.195	700,000	0.03%
	owner
WANG Futian	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
LI Jianhong	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
MA Zehua	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
MA Guichuan	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
SUN Yueying	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
LIU Guoyuan	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
LI Yunpeng	Beneficial	Personal	HK$3.195	600,000	0.03%
	owner
Wu Shuxiong	Beneficial	Personal	HK$3.195	500,000	0.02%
	owner
LI Zhonghao	Beneficial	Personal	HK$3.195	300,000	0.01%
	owner

— 7 —

GENERAL INFORMATION

APPENDIX

• Note: The share appreciation rights were granted by the Company in units with each unit representing one H share of the Company pursuant to the Share Appreciation Rights Plan. At each of the last day of the third, fourth, fifth and sixth anniversary of the date of grant (i.e. 16 December 2005), the total number of the share appreciation rights exercisable shall not exceed 25%, 50%, 75% and 100%, respectively, of each of the total share appreciation rights granted.

• (iv) Long positions in underlying shares of equity derivatives of associated corporations:

The share options granted to the Directors and Supervisors by the associated corporations of the Company as at the Latest Practicable Date are set out as below:

					Number of
					share options	Percentage of
					outstanding as	total issued share
Name of	Name of				at the Latest	capital as at the
associated	Director/		Nature of	Exercise	Practicable	Latest Practicable
corporation	Supervisor	Capacity	interest	price	Date	Date	Note
COSCO Pacific	WEI Jiafu	Beneficial	Personal	HK$9.54	400,000	0.02%	(1)
Limited		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	ZHANG	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
	Fusheng	owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	CHEN	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
	Hongsheng	owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	WANG Futian	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	LI Jianhong	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	MA Zehua	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	MA Guichuan	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
	SUN Yueying	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner

— 8 —

GENERAL INFORMATION

APPENDIX

					Number of
					share options	Percentage of
					outstanding as	total issued share
Name of	Name of				at the Latest	capital as at the
associated	Director/		Nature of	Exercise	Practicable	Latest Practicable
corporation	Supervisor	Capacity	interest	price	Date	Date	Note
	LIU Guoyuan	Beneficial	Personal	HK$13.75	500,000	0.02%	(2)
		owner
	LI Yunpeng	Beneficial	Personal	HK$9.54	300,000	0.01%	(1)
		owner
		Beneficial	Personal	HK$13.75	1,000,000	0.05%	(2)
		owner
COSCO	WEI Jiafu	Beneficial	Personal	HK$0.57	1,800,000	0.13%	(3), (4)
International		owner
Holdings Limited		Beneficial	Personal	HK$1.37	1,200,000	0.08%	(3), (5)
		owner
	LI Jianhong	Beneficial	Personal	HK$0.57	1,800,000	0.13%	(3), (4)
		owner
		Beneficial	Personal	HK$1.37	1,200,000	0.08%	(3), (5)
		owner
	LIU Guoyuan	Beneficial	Personal	HK$0.57	1,800,000	0.13%	(3), (4)
		owner
		Beneficial	Personal	HK$1.37	1,200,000	0.08%	(3), (5)
		owner
COSCO	WEI Jiafu	Beneficial	Personal	S$1.23	1,100,000	0.05%	(6)
Corporation		owner
(Singapore) Limited	LI Jianhong	Beneficial	Personal	S$1.23	700,000	0.03%	(6)
		owner
	SUN Yueying	Beneficial	Personal	S$1.23	700,000	0.03%	(6)
		owner

Notes:

• (1) The share options were granted by COSCO Pacific Limited (“COSCO Pacific”), an associated corporation of the Company, during the period from 28 October 2003 to 6 November 2003 under the share option scheme of COSCO Pacific (“2003 Share Option Scheme”) at an exercisable price of HK$9.54. The options are exercisable at any time within ten years from the date on which an offer is accepted or deemed to be accepted by the grantee pursuant to the 2003 Share Option (the “Commencement Date”). The Commencement Date of the options of the grantees was from 28 October 2003 to 6 November 2003.

• (2) The share options were granted by COSCO Pacific during the period from 25 November 2004 to 16 December 2004 under the 2003 Share Option Scheme at an exercisable price of HK$13.75. The options are exercisable at any time within ten years from the Commencement Date. The Commencement Date of the options of the grantees was from 25 November 2004 to 16 December 2004.

• (3) The share options were granted by COSCO International Holdings Limited (“COSCO International”), an associated corporation of the Company.

• (4) These share options were granted on 26 November 2003 pursuant to the share option scheme approved by shareholders of COSCO International on 17 May 2002 (the “Share Option Scheme of COSCO International”) and can be exercised at HK$0.57 per share at any time between 23 December 2003 and 22 December 2008.

— 9 —

GENERAL INFORMATION

APPENDIX

• (5) These share options were granted on 2 December 2004 pursuant to the Share Option Scheme of COSCO International and can be exercised at HK$1.37 per share at any time between 29 December 2004 and 28 December 2014.

• (6) The share options were granted by COSCO Corporation (Singapore) Limited on 20 March 2006 and can be exercised at S$1.23 per share at any time between 21 February 2007 and 20 February 2011.

• (7) The table below shows the posts held by the Directors in China Ocean Shipping (Group) Company (“COSCO”), COSCO Pacific Investment Holdings Limited (“COSCO Pacific Investment”), COSCO Investments Limited (“COSCO Investments”) and COSCO Pacific respectively as at the Latest Practicable Date:

COSCO

Name of Director Posts held in COSCO WEI Jiafu President CHEN Hongsheng Vice President LI Jianhong Vice President SUN Yueying Chief Financial Officer

COSCO Pacific Investment

Name of Director Posts held in COSCO Pacific Investment WEI Jiafu Director CHEN Hongsheng Director LI Jianhong Director SUN Yueying Director COSCO Investments

Name of Director Posts held in COSCO Investments

CHEN Hongsheng Director COSCO Pacific

Name of Director Posts held in COSCO Pacific

WEI Jiafu Chairman CHEN Hongsheng Executive Director LI Jianhong Executive Director SUN Yueying Executive Director

— 10 —

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, none of the Directors, Supervisors or chief executives of the Company had any interests or short positions in any shares or underlying shares or interests in debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests or short positions which they were taken or deemed to have under such provisions of the SFO), or which were required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which were required, pursuant to the Model Code, to be notified to the Company and the Stock Exchange.

(b) Substantial shareholders

So far as was known to the Directors, as at the Latest Practicable Date, Shareholders who had interests or short positions in the shares and underlying shares of the Company which fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

		**Number of H shares/Percentage of **	**Number of H shares/Percentage of **	**Number of H shares/Percentage of **	total issued share capital	total issued share capital
			**of the Company’s **		H shares
	Capacity and	Long		Short		Lending
Name	nature of interest	position	%	position	%	Pool	%	Note
Temasek Holdings	Interest of	306,741,500	13.67	—	—	—	—	(1)
(Private) Limited	controlled
	corporation
Temasek Capital	Interest of	306,741,500	13.67	—	—	—	—	(1)
(Private) Limited	controlled
	corporation
Seletar Investments	Interest of	306,741,500	13.67	—	—	—	—	(1)
Pte Ltd	controlled
	corporation
Singapex Investments	Beneficial owner	272,536,000	12.15	—	—	—	—	(2)
Pte Ltd
Mr. Li Ka-Shing	Founder of	275,294,000	12.27	—	—	—	—	(3)
	discretionary trusts
	and interest of
	controlled
	corporations
Li Ka-Shing Unity	Trustee	275,294,000	12.27	—	—	—	—	(3)
Trustee Company
Limited (“TUT1”)
Li Ka-Shing Unity	Trustee and	275,294,000	12.27	—	—	—	—	(3)
Corporation	beneficiary of a
Company Limited	trust
(“TDT1”)
Li Ka-Shing Unity	Trustee and	275,294,000	12.27	—	—	—	—	(3)
Trustcorp Limited	beneficiary of a
(“TDT2”)	trust

— 11 —

APPENDIX

GENERAL INFORMATION

		Number of H shares/Percentage of total issued share capital	Number of H shares/Percentage of total issued share capital	Number of H shares/Percentage of total issued share capital	Number of H shares/Percentage of total issued share capital	Number of H shares/Percentage of total issued share capital
			**of the Company’s **		H shares
	Capacity and	Long		Short		Lending
Name	nature of interest	position	%	position	%	Pool	%	Note
Cheung Kong	Interest of	275,294,000	12.27	—	—	—	—	(3)
(Holdings) Limited	controlled
(“CKH”)	corporation
Hutchison Whampao	Interest of	275,294,000	12.27	—	—	—	—	(3)
Limited (“HWL”)	controlled
	corporation
Hutchison	Interest of	275,294,000	12.27	—	—	—	—	(3)
International	controlled
Limited (“HIL”)	corporation
Hutchison Whampao	Interest of	275,294,000	12.27	—	—	—	—	(3)
Properties Limited	controlled
(“HWPL”)	corporation
Cactus Holdings	Interest of	275,294,000	12.27	—	—	—	—	(3)
Limited (“Cactus”)	controlled
	corporation
Northpier Enterprises	Interest of	137,647,000	6.13	—	—	—	—	(3)
Limited	controlled
(“Northpier”)	corporation
Vember Lord Limited	Beneficial owner	137,647,000	6.13	—	—	—	—	(3)
(“Vember Lord”)
Yanter Services	Interest of	137,647,000	6.13	—	—	—	—	(3)
Limited (“Yanter”)	controlled
	corporation
Rhine Office	Beneficial owner	137,647,000	6.13	—	—	—	—	(3)
Investments Limited
(“Rhine Office”)
UBS AG	Beneficial owner	112,221,990	5.00	2,943,990	0.13	—	—	(4)

Notes:

• (1) The three references to 306,741,500 shares relate to the same block of shares in the Company comprising:

• (a) 272,536,000 shares held by Singapex Investments Pte Ltd, a wholly owned subsidiary of Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited and Seletar Investments Pte Ltd; and

• (b) 34,205,500 shares held by Aranda Investments, a wholly owned subsidiary of Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited and Seletar Investments Pte Ltd.

Each of Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited and Seletar Investments Pte Ltd is taken to have a duty of disclosure in relation to the said shares of the Company by virtue of their deemed interests in the shares under the SFO.

• (2) This relates to 272,536,000 shares in the Company directly and beneficially held by Singapex Investments Pte Ltd as described in Note (1)(a) above.

• (3) The nine references to 275,294,000 shares relate to the same block of shares in the Company comprising 137,647,000 shares directly held by each of Vember Lord and Rhine Office respectively.

— 12 —

GENERAL INFORMATION

APPENDIX

Li Ka-Shing Unity Holdings Limited (“Unity Holdings”), of which each of Mr. Li Ka-Shing, Mr. Li Tzar Kuoi, Victor and Mr. Li Tzar Kai, Richard is interested in one-third of the entire issued share capital, owns the entire issued share capital of TUT1. TUT1 as trustee of The Li Ka-Shing Unity Trust (“UT1”), together with certain companies which TUT1 as trustee of UT1 is entitled to exercise or control the exercise of more than one-third of the voting power at their general meetings, hold more than one-third of the issued share capital of CKH. Certain subsidiaries of CKH are entitled to exercise or control the exercise of more than one-third of the voting power at the general meetings of HWL.

In addition, Unity Holdings also owns the entire issued share capital of TDT1 as trustee of the Li Ka-Shing Unity Discretionary Trust (“DT1”) and TDT2 as trustee of another discretionary trust (“DT2”). Each of TDT1 and TDT2 holds units in UT1.

HWL holds the entire issued share capital of HIL, HIL holds the entire issued share capital of HWPL, which in turn holds the entire issued share capital of Cactus, which in turn holds the entire issued capital of Rhine Office and Vember Lord indirectly, through Yanter and Northpier respectively.

By virtue of the SFO, each of Mr. Li Ka-Shing (being the settlor and may be regarded as founder of DT1 and DT2 for the purpose of the SFO), TDT1, TDT2, TUT1, CKH, HWL, HIL, HWPL, Cactus, Yanter and Northpier is deemed to be interested in the share capital of the Company held by Rhine Office and Vember Lord as a substantial shareholder of the Company.

• (4) The 112,221,990 shares relate to the shares in the Company comprising:

• (a) 13,688,000 shares held by UBS AG;

• (b) 29,880,000 shares of which UBS AG has a security interest; and

• (c) 68,653,990 shares held by certain wholly-owned subsidiaries of UBS AG, including UBS Securities LLC, UBS Fund Management (Switzerland) AG, UBS Fund Services (Luxembourg) SA, UBS Global Asset Management (Americas) Inc, UBS Global Asset Management (Hong Kong) Limited and UBS Global Asset Management (Singapore) Limited and UBS Global Asset Management (UK) Ltd.

UBS Securities LLC is holding a short position in 2,943,990 shares of the Company.

As at the Latest Practicable Date, so far as was known to the Directors, the Shareholder having interests in the domestic shares of the Company which fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO were as follows:

			**Number of shares/Percentage of **	**Number of shares/Percentage of **	**Number of shares/Percentage of **	total
			issued share capital of the Company
	Capacity and	Long		Short		Lending
Name	nature of interest	position	%	position	%	Pool	%
China Ocean Shipping
(Group) Company	Beneficial owner	3,896,000,000	63.50	—	—	—	—

— 13 —

GENERAL INFORMATION

APPENDIX

Save as disclosed above, as at the Latest Practicable Date, so far as was known to the Directors, there was no person (other than a Director, Supervisor or chief executive of the Company) who had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company under Section 336 of the SFO.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or the Supervisors has or is proposed to have a service contract with any member of the Group which is not determinable by the Group within one year without the payment of compensation, other than statutory compensation.

4. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

As at the Latest Practicable Date, so far as the Directors are aware, none of the Directors or Supervisors or their respective associates had any interests in a business which competes or may compete, either directly or indirectly, with the business of the Group or any other conflicts of interests with the Group.

5. LITIGATION

Save as disclosed hereinbelow, as at the Latest Practicable Date, neither the Company nor any of its subsidiaries is engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors to be pending or threatened by or against the Company or any of its subsidiaries:

• (a) The Group was involved in a personal injury case in which a truck was involved in a traffic accident in Illinois, the United States of America, resulting in death and injury of a number of individuals in 2003. The Directors considered that the exposure liable to the Group, if any, is fully covered by the Group’s insurance policies.

• (b) The Group is subject to other claims in respect of a number of litigations currently under way. These litigations are incidental to the Group’s business operations, including but not limited to claims arising from damages during transportation, loss of goods, delay in delivery or collision of vessels. As at 31 May 2006, the Group is unable to ascertain the likelihood and amounts of the respective claims. However, the Directors are of the opinion that either the Group’s insurance coverage will be adequate to cover any final claims to be settled or the final claims amounts will be insignificant to the Group.

— 14 —

GENERAL INFORMATION

APPENDIX

6. MISCELLANEOUS

• (a) The registered office of the Company is located at Ocean Plaza, 12th Floor, 158 Fuxingmennei Street, Beijing 100031, PRC.

• (b) The place of business in Hong Kong of the Company is located at 49th Floor, COSCO Tower, 183 Queen’s Road Central, Hong Kong.

• (c) The branch share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited, shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (d) The joint secretaries of the Company are Mr. Zhang Yongjian and Mr. Jeffrey Ng Kam Tsun. Mr. Zhang Yongjian is a senior economist and Mr. Jeffrey Ng Kam Tsun is a member of CPA (Australia) and Hong Kong Institute of Certified Public Accountants.

• (e) The qualified accountant of the Company is Ms. He Xinmei who is a member of The American Institute of Certified Public Accountants.

• (f) In the event of any inconsistency, the English language text of this circular shall prevail over the Chinese language text for the purpose of interpretation.

— 15 —