Jinhui Shipping and Transport Ltd.

M&A Activity • Oct 28, 2025

JINHUI SHIPPING AND TRANSPORTATION LIMITED

JIN - DISPOSAL OF A VESSEL

The Board of Jinhui Shipping and Transportation Limited announces that a wholly-owned subsidiary of the Company entered into a memorandum of agreement on 28 October 2025 for the disposal of a Supramax at consideration of US\$13,200,000.

THE DISPOSAL OF THE VESSEL

The Vendor entered into the Agreement with the Purchaser on 28 October 2025 for the disposal of the Vessel at a consideration of US\$13,200,000. The Vessel will be delivered by the Vendor to the Purchaser on or before 10 December 2025.

Information on the parties

The Company

The principal activity of the Company is investment holding and the principal activities of its subsidiaries are international ship chartering and ship owning.

Vendor

The Vendor is a ship owning company and a wholly-owned subsidiary of the Company as at date of this announcement. The principal activities of the Vendor are ship chartering and ship owning. The Vendor is a special purpose company solely for holding the Vessel.

Purchaser

The Purchaser is a company incorporated in the People's Republic of China and its principal activities are international shipping and transportation.

To the best of the Board's knowledge, information and belief having made all reasonable enquiry, the Purchaser is an independent third party not connected with the directors, chief executive or substantial shareholders of the Company or its subsidiaries or any of their respective associates.

Vessel

The Vessel is a Supramax of deadweight 56,469 metric tonnes, built in year 2012 and registered in Hong Kong. The Vendor warrants that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts. The Vessel will be delivered to the Purchaser on a free from charter basis.

The Vessel has been owned by the Group since year 2022, and its unaudited net book value as at 30 September 2025 was approximately US\$13,390,000. The net profit both before and after taxation and extraordinary items attributable to the Vendor for the financial year ended 31 December 2024 was approximately US\$2,242,000 whereas the net loss both before and after taxation and extraordinary items attributable to the Vendor for the financial year ended 31 December 2023 was approximately US\$1,981,000.

Consideration

Under the Agreement, the Vendor agrees to dispose of the Vessel for a consideration of US\$13,200,000 payable by the Purchaser as follows:

• (1) an initial deposit of US\$1,320,000 will be payable by the Purchaser within five banking days after the date that (i) signing of the Agreement; (ii) signing of the escrow agreement; and (iii) the confirmation from the escrow agent confirming the account is ready to receive the initial deposit; and
• (2) the balance of US\$11,880,000 will be payable by the Purchaser on delivery of the Vessel which will take place on or before 10 December 2025.

The consideration of the Vessel was determined by reference to market intelligence. The Company has gathered such information from shipbrokers and its own analysis of recently concluded sale and purchase transactions of vessels of comparable size and year of built in the market, valuation from independent valuer and on the basis of arm's length negotiations with the Purchaser.

In the course of negotiating the consideration of the Vessel, the Group obtained indicative valuation of the Vessel from Arrow Valuations, an independent valuer and an affiliate of Arrow Asia Shipbrokers Ltd., an independent shipbroking group. Arrow Valuations appraised the Vessel at US\$13 million as of 21 October 2025. The market approach has been adopted in the valuation of the Vessel. In the process of gathering market intelligence from shipbrokers, we receive market information on the sale and purchase market of second-hand vessels on a daily basis from international shipbrokers. We also discuss with international shipbrokers frequently to gather market intelligence on what vessels are being put on the market for sale and purchase, which parties are looking to buy or sell their vessels on a worldwide basis. However, as each vessel is never identical, management has based on experiences and market knowledge to consider and come up with the acceptance of the offer.

Possible financial effects of the Disposal of the Vessel

The unaudited net book value of the Vessel as at 30 September 2025 as described above, the Group would realize a book loss of approximately US\$0.2 million on the Disposal of the Vessel. The actual book loss which the Group would realize upon completion of the Disposal of the Vessel will depend on the actual net book value of the Vessel in accordance with the Group's impairment and depreciation policy for its vessels as shown in the Company's annual report and the actual costs of disposal being incurred of the Vessel as at date of delivery.

Use of proceeds

The net sale proceeds from the Disposal of the Vessel will be applied toward general working capital purposes. Specifically, the Company will utilize the funds to repay short-term borrowings, thereby reducing interest expenses and improving its capital structure. A portion of the proceeds will be used to settle outstanding creditors and payables. To enhance financial flexibility, part of the proceeds will be retained as a liquidity buffer and reserve for any unforeseen expenditure or market fluctuations.

REASONS FOR THE DISPOSAL OF THE VESSEL

The Group's principal activities are international ship chartering and ship owning. The Directors continuously review the prevailing market conditions of the shipping industry and monitor and adjust the Group's fleet profile as appropriate. The Disposal of the Vessel is in line with the ongoing strategy of the Group to optimize its vessel fleet by maintaining a well-balanced portfolio of the vessel fleet and reduce our operational risk exposures in current volatile markets. The Disposal of the Vessel will enable the Group to enhance its working capital position and further strengthen its liquidity and overall financial position.

The Group operates a balanced and diversified fleet of dry bulk carriers, comprising Capesize, Panamax, Ultramax and Supramax bulk carriers. To stay competitive in the market, the Group continues to focus on upgrading the quality of our fleet and refining its composition, particularly emphasis on reducing average age of our fleet. We believe in being prepared at all times for future possible opportunities of redeployment of capital into other more suitable assets that may arise going forward while keeping leverage at comfortable levels.

Looking ahead, we will continuously monitor the market as well as our operations going forward and look out for opportunities to maintain a reasonably modern and competitive fleet, not ruling out any future disposal of smaller and older vessels and replace with newer vessels or charter-in of vessels. We will make such decisions on an ad hoc basis to maintain high financial flexibility and operational competitiveness.

The Group currently operates twenty-nine vessels, including twenty-one owned vessels and eight chartered-in vessels, with total carrying capacity of approximately 2.2 million metric tonnes. Among the owned vessels were two that have been arranged under sale and leaseback agreements and one which has been disposed of and reclassified under assets held for sale.

The Directors believe that the Disposal of the Vessel will not have any material adverse effect on the operations of the Group. The Directors consider the terms and conditions of the Agreement were concluded and agreed between parties on normal commercial terms following arm's length negotiations with reference to the prevailing market values. The Directors are of the view that the projected operational results of the Vessel are not necessarily an indicator of its future potential performance, which in turn is not directly pertinent to the negotiation of the consideration. During negotiation regarding the consideration of the Vessel, a market-based approach was adopted, as it provides a fair and reliable current situation of valuation, for both the Vendor and the Purchaser. The Directors consider such terms and conditions are fair and reasonable and believe that the Disposal of the Vessel is in the interests of the Company and its shareholders as a whole.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions of the following meanings were used:

"Agreement" the memorandum of agreement dated 28 October 2025 entered into

between the Vendor and the Purchaser in respect of the disposal of the

Vessel;

"Board" the board of Directors;

"Company" Jinhui Shipping and Transportation Limited;

"Directors" the directors of the Company;

"Disposal of the Vessel" the disposal of the Vessel under the Agreement;

"Group" the Company and its subsidiaries;

"Hong Kong" the Hong Kong Special Administrative Region of the People's

Republic of China;

"Purchaser" New Unite Marine Co., Ltd., a company incorporated in the People's

Republic of China;

"Vendor" Jinmao Marine Inc., a wholly-owned subsidiary of the Company; and

"Vessel" a deadweight 56,469 metric tonnes bulk carrier "JIN MAO" registered

in Hong Kong.

By Order of the Board

Ng Kam Wah Thomas

Managing Director

28 October 2025