L.K. Technology Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 22, 2015

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 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 limited liability)

(Stock Code: 316)

MAJOR TRANSACTION

CONSTRUCTION OF SIX VESSELS

^ For identification purpose only

23rd April 2015

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
FINANCE TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
CONTRACT TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
INFORMATION ON SAMSUNG. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
REASON FOR AND FINANCIAL EFFECT OF THE TRANSACTION. . . . . . .	5
LISTING RULES IMPLICATIONS FOR THE COMPANY . . . . . . . . . . . . . . . .	6
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I – FINANCIAL INFORMATION OF THE GROUP . . . . . . .	I-1
APPENDIX II – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	II-1

– i –

DEFINITIONS

In this Circular, the following expressions have the following meanings unless the context requires otherwise, and words in plural shall include the singular and vice versa, as applicable:

“Artson”

Artson Global Limited, a company which is wholly owned by Mr. TUNG Chee Chen, holds 56.36% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest;

• “Board”

the board of directors of the Company;

• “Company”

Orient Overseas (International) Limited, a company incorporated in Bermuda;

• “Directors”

the directors of the Company;

• “Group”

• the Company and its subsidiaries;

• “Hanberry”

Hanberry Global Limited, a company which is wholly owned by Mr. TUNG Chee Hwa (brother of Mr. TUNG Chee Chen (Chairman of the Company), brother-in-law of Professor Roger KING (a Non-Executive Director of the Company), and father of Mr. TUNG Lieh Cheung Andrew and Mr. TUNG Lieh Sing Alan (both are Executive Directors of the Company), holds 43.64% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest;

• “HK$”

Hong Kong Dollars, the lawful currency of Hong Kong;

• “Hong Kong”

Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date”

17th April 2015, 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;

– 1 –

DEFINITIONS

• “Model Code” Model Code for Securities Transactions by Directors of listed issuers, as set out in Appendix 10 to the Listing Rules;

• “Purchasers” Newcontainer No.80 (Marshall Islands) Shipping Inc., Newcontainer No.81 (Marshall Islands) Shipping Inc., Newcontainer No.82 (Marshall Islands) Shipping Inc., Newcontainer No.83 (Marshall Islands) Shipping Inc., Newcontainer No.85 (Marshall Islands) Shipping Inc. and Newcontainer No.86 (Marshall Islands) Shipping Inc., each an indirect wholly-owned subsidiary of the Company;

• “Samsung” Samsung Heavy Industries Co., Ltd., a public listed company in Korea;

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Shareholders” shareholders of the Company; “Shares” ordinary shares of US$0.1 each in the share capital of the Company;

• “Shipbuilding Contracts” six shipbuilding contracts in relation to the Vessels all dated 31st March 2015, each entered into by Samsung with the respective Purchasers;

• “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;

• “TEU” twenty-foot equivalent container unit; “Thelma” Thelma Holdings Limited, a company which is owned collectively by Artson and Hanberry;

• “THTI” Tung Holdings (Trustee) Inc., a company wholly owned by Mr. TUNG Chee Chen, and which holds the voting rights in respect of 429,950,088 Shares (representing approximately 68.70% of the total issued share capital of the Company) held by Thelma;

– 2 –

DEFINITIONS

“Transaction”	the transaction constituted	by	the Shipbuilding Contracts;	the Shipbuilding Contracts;
“US$”	United States Dollars, the	lawful currency		of the United
	States of America;
“Vessels”	six units of container vessels		in the 20,000	TEU class to
	be constructed under	the	respective	Shipbuilding
	Contracts; and
“%”	per cent.

Note: The exchange rate used for reference purpose in this Circular is US$1 to HK$7.8.

– 3 –

LETTER FROM THE BOARD

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外（國際）有限公司[^]

(Incorporated in Bermuda with limited liability)

(Stock Code: 316)

Executive Directors:

Mr. TUNG Chee Chen

(Chairman, President and Chief Executive Officer)

Mr. TUNG Lieh Cheung Andrew

Mr. TUNG Lieh Sing Alan (Acting Chief Financial Officer)

Principal Office:

33rd Floor Harbour Centre 25 Harbour Road Wanchai Hong Kong

Non-Executive Director:

Professor Roger KING

Independent Non-Executive Directors:

Mr. Simon MURRAY

Mr. CHANG Tsann Rong Ernest

Registered Office:

Clarendon House 2 Church Street Hamilton HM11 Bermuda

Mr. CHOW Philip Yiu Wah Professor WONG Yue Chim Richard

Mr. CHENG Wai Sun Edward

23rd April 2015

To the Shareholders of the Company

Dear Sir or Madam,

MAJOR TRANSACTION CONSTRUCTION OF SIX VESSELS

BACKGROUND

On 31st March 2015, the Board announced that the Purchasers, six indirect wholly-owned subsidiaries of the Company, respectively entered into the Shipbuilding Contracts with Samsung, a Korean shipbuilder, for the construction of the Vessels for a consideration of approximately US$158.6 million (equivalent to approximately HK$1,237.08 million) for each Vessel and a total consideration of approximately US$951.6 million (equivalent to approximately HK$7,422.48 million) for the Vessels.

^ For identification purpose only

– 4 –

LETTER FROM THE BOARD

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Transaction is more than 25% but is less than 100%, the Transaction constitutes a major transaction for the Company.

The purpose of this Circular is to provide you with the details of the Transaction.

FINANCE TERMS

The Company is presently arranging bank financing for the Vessels and expects that finance for about 70% of the purchase price of each of the Vessels, with the financing guaranteed by the Company, will be finalised in the near future with the balance of the purchase price to be funded from internal resources. Should such bank finance not be arranged, the full purchase price of each of the Vessels would come from internal resources.

CONTRACT TERMS

The terms of the Shipbuilding Contracts (including the consideration for each of the Vessels) were determined on an arm’s length basis and on normal commercial terms (based on price comparable to market price (as published by brokers), payment terms and delivery dates that meet the Company’s requirement and agreed between a willing buyer and a willing seller) and the Directors, including the Independent Non-Executive Directors, consider them to be fair and reasonable and to be in the interests of the Company and the Shareholders as a whole based on their experience in the container shipping industry. The contract price of each of the Vessels is payable in cash in five equal instalments. The first instalment is payable within five business days after signing of the respective Shipbuilding Contracts for each Vessel and receipt of the respective refundment guarantees and the last instalment is payable upon delivery of each of the Vessels, the other instalments are based on progress intervals on the construction of each of the Vessels. The Vessels are expected to be delivered in year 2017.

INFORMATION ON SAMSUNG

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, Samsung, a public listed company in Korea, is a third party independent of the Company and the connected persons of the Company as defined in the Listing Rules, and the Company and the connected persons of the Company are unaware who Samsung’s ultimate beneficial owner is. The principal business activities of Samsung are shipbuilding, offshore facilities construction, wind power facilities construction, and engineering and construction.

REASON FOR AND FINANCIAL EFFECT OF THE TRANSACTION

The principal business activities of the Group are the provision of container transport and logistics services. The Shipbuilding Contracts have been entered into for the purposes of improving the quality of service which the Group provides to its customers. It is the view of the Directors that ownership of the Vessels will improve both the operating efficiency and profitability of the Group. The Group’s fixed assets will increase following 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.

– 5 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS FOR THE COMPANY

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Transaction is more than 25% but is less than 100%, the Transaction constitutes a major transaction for the Company and is subject to the reporting, announcement, circular and Shareholders’ approval under Chapter 14 of the Listing Rules.

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no existing Shareholder has any interest in the Transaction and no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the Transaction.

As at the Latest Practicable Date, 429,950,088 Shares, representing approximately 68.70% of the issued share capital of the Company, are held indirectly by Thelma, which in turn is held by Artson (56.36%) and Hanberry (43.64%) as trustees. The voting rights of such 429,950,088 Shares are held by the Company’s Chairman, Mr. TUNG Chee Chen, through his wholly owned company, THTI.

The Company has obtained a written approval from THTI approving the Transaction on 31st March 2015, which is accepted in lieu of holding a general meeting of the Company to approve the Transaction in accordance with Rule 14.44 of the Listing Rules. As such, no general meeting of the Company is required to be convened to approve the Transaction.

Having considered the factors and reasons set out herein, the Directors, including the Independent Non-Executive Directors, are of the opinion that the Transaction is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole and would recommend the Shareholders to vote in favour of the resolution to approve the Transaction if a general meeting were to be held for such purpose.

ADDITIONAL INFORMATION

This document constitutes a circular which the Company is required to send to you pursuant to the Listing Rules in respect of the Transaction.

Your attention is drawn to the information set out in Appendices I and II to this Circular.

Yours faithfully, By Order of the Board Orient Overseas (International) Limited TUNG Chee Chen Chairman

– 6 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. THREE-YEAR FINANCIAL INFORMATION OF THE GROUP

The Company is required to set out in this Circular the information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year for the Group.

The audited consolidated financial statements of the Company for the years ended 31st December 2012, 2013 and 2014 together with the relevant notes to the financial statements of the Company can be found on pages 71 to 131 of the annual report of the Company for the year ended 31st December 2012, pages 81 to 144 of the annual report of the Company for the year ended 31st December 2013 and pages 82 to 144 of the annual report of the Company for the year ended 31st December 2014. Please also see below the hyperlinks to the said annual reports:

http://www.hkexnews.hk/listedco/listconews/SEHK/2013/0402/LTN20130402952.pdf http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0401/LTN20140401913.pdf http://www.hkexnews.hk/listedco/listconews/SEHK/2015/0401/LTN20150401963.pdf

2. STATEMENT OF INDEBTEDNESS

Borrowings and Indebtedness

As at the close of business of 31st March 2015, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this Circular, the Group has outstanding borrowings and indebtedness of approximately US$4,005.1 million (representing approximately HK$31,240.0 million), comprising secured bank loans of approximately US$2,131.3 million (representing approximately HK$16,624.2 million), unsecured bank loans of approximately US$100.5 million (representing approximately HK$783.8 million) and finance lease obligations of approximately US$1,773.3 million (representing approximately HK$13,832.0 million).

Contingent liabilities

As at the close of business of 31st March 2015, the Group has no material contingent liability.

Pledges of assets

The Group’s general banking facilities and the above outstanding secured borrowings were secured by the Group’s property, plant and equipment and certain bank deposits.

– I-1 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

Other than as disclosed above, and apart from intra-group liabilities and normal accounts payable in the ordinary course of business of the Group, the Group did not have any outstanding indebtedness in respect of any mortgages, charges and debentures, loan capital, bank loans and overdrafts, loans, debt securities or other similar indebtedness, liabilities under acceptance (other than normal trade bills) or acceptance credits or hire purchase commitments, guarantees or other material contingent liabilities as at the close of business on 31st March 2015.

The Directors have confirmed that there has not been any material change in the indebtedness or contingent liabilities of the Group since 31st March 2015.

3. WORKING CAPITAL

Taking into account the expected payment schedules of the Vessels and the financial resources of the Group, the Directors are of the opinion that the Group has sufficient working capital for its present requirement, that is, for at least the next 12 months from the date of publication of this Circular.

4. FINANCIAL AND TRADING PROSPECTS

The global economic environment saw mixed but encouraging results during 2014. The U.S. recorded a GDP growth of 2.4% for the year and seemed to have reached a stage of recovery. The Eurozone saw continued challenges during 2014, with a GDP growth of less than 1% for the year, which was an indication that sustainable recovery has not yet arrived but nevertheless an improvement from 2013. The market was positive to the ECB quantitative easing program announced at the end of last year although the actual effects remain unclear at this point.

In 2014, Orient Overseas Container Line, the Group’s core container line business, recorded a total lifting of 5.59 million TEUs, an increase of 5.5% while revenue improved by 3.5% to US$5.81 billion. The average revenue per TEU fell by 1.9% when compared with last year. Despite the increase in capacity and lifting, operating costs continued to improve. It is expected that trade growth in 2015 will outperform that of 2014, and bunker cost savings for the industry will become more apparent in 2015.

Looking forward, in spite of the fact that the global geopolitical environment remains uncertain, the Group believes that world economic demand is on a positive trajectory and industry margin will continue to improve in 2015.

5. MATERIAL ADVERSE CHANGE

The Directors confirm that there has been no material adverse change in the financial or trading position of the Group since 31st December 2014, being the date to which the latest published audited accounts of the Company have been made up.

– I-2 –

GENERAL INFORMATION

APPENDIX II

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 is not misleading or deceptive, and there are no other matters the omission of which would make any statement in this Circular misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS

As at the Latest Practicable Date, the interests and short positions of the Directors and the chief executive of the Company in the Shares, the 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, were as follows:

			Total
			Number of
			Shares
	Direct	Other	(Long
Name	Interests	Interests	Position)	Percentage
TUNG Chee Chen	–	429,950,088	429,950,088	68.70%
		(Notes 1 and 2)
CHANG Tsann Rong Ernest	612,731	–	612,731	0.098%
CHOW Philip Yiu Wah	133,100	20,000	153,100	0.024%
		(Note 3)
Simon MURRAY	10,000	–	10,000	0.002%
Professor WONG Yue Chim Richard	–	500	500	0.00008%
		(Note 4)

Notes:

1. Mr. TUNG Chee Chen has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares, in which Fortune Crest Inc. (“Fortune Crest”) and Gala Way Company Inc. (“Gala Way”), wholly-owned subsidiaries of Thelma, have direct interests in 350,722,656 Shares and 79,227,432 Shares respectively. The voting rights in respect of such 429,950,088 Shares are held by Mr. TUNG Chee Chen through THTI.

2. Fortune Crest and Gala Way together are referred to as the controlling shareholders.

3. 20,000 Shares are held by the spouse of Mr. CHOW Philip Yiu Wah.

4. 500 Shares are held by the spouse of Professor WONG Yue Chim Richard.

– II-1 –

GENERAL INFORMATION

APPENDIX II

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company had any interest or short position in the Shares, the underlying Shares and the debentures of the Company or any of its associated corporations (within the meaning 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 are 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.

3. SUBSTANTIAL SHAREHOLDERS’ SHARE INTERESTS

As at the Latest Practicable Date and so far as is known to the Directors and chief executive of the Company, the following persons (other than the Directors or the chief executive of the Company) had an interest or short position in the Shares and the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO as recorded in the register required to be kept by the Company under section 336 of the SFO:

		Number of
		Shares Interested
Name	Nature of Interest	(Long Position)	Percentage
Artson Global Limited*	Trustee	429,950,088	68.70%
		(Note 1)
Hanberry Global Limited#	Trustee	429,950,088	68.70%
		(Note 2)
Thelma Holdings Limited*	Indirect	429,950,088	68.70%
		(Note 3)
TUNG Chee Hwa	Indirect	429,975,319	68.70%
		(Note 4)
Archmore Investment Limited*	Beneficiary of a trust	429,950,088	68.70%
		(Note 5)
Edgemont Holdings Limited*	Indirect	429,950,088	68.70%
		(Note 6)
Javier Global Limited*	Indirect	429,950,088	68.70%
		(Note 7)
Bartlock Assets Ltd.#	Beneficiary of a trust	429,950,088	68.70%
		(Note 8)

– II-2 –

GENERAL INFORMATION

APPENDIX II

		Number of
		Shares Interested
Name	Nature of Interest	(Long Position)	Percentage
Flowell Development Inc.	Beneficiary of a trust	429,950,088	68.70%
		(Note 9)
Izone Capital Limited*	Beneficiary of a trust	429,950,088	68.70%
		(Note 10)
Jeference Capital Inc.*	Beneficiary of a trust	429,950,088	68.70%
		(Note 11)
Tung Holdings (Trustee) Inc.*	Voting	429,950,088	68.70%
		(Note 12)
Fortune Crest Inc.*	Direct	350,722,656	56.04%
		(Note 13)
Gala Way Company Inc.*	Direct	79,227,432	12.66%
		(Note 14)

Notes:

1. Artson, a company which is wholly owned by Mr. TUNG Chee Chen, holds 56.36% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest.

2. Hanberry, a company which is wholly owned by Mr. TUNG Chee Hwa (brother of Mr. TUNG Chee Chen, brother-in-law of Professor Roger KING, and father of Mr. TUNG Lieh Cheung Andrew and Mr. TUNG Lieh Sing Alan), holds 43.64% of the shares of Thelma and, accordingly, has an indirect interest in the same Shares in which Thelma has an interest.

3. Thelma, a company which is owned collectively by Artson and Hanberry, has an indirect interest in the same Shares in which Fortune Crest and Gala Way, wholly-owned subsidiaries of Thelma, have an interest.

4. Mr. TUNG Chee Hwa has an interest in a trust which, through Hanberry as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares. Mrs. TUNG Chiu Hung Ping Betty (spouse of Mr. TUNG Chee Hwa, sister-in-law of Mr. TUNG Chee Chen and Professor Roger KING, and mother of Mr. TUNG Lieh Cheung Andrew and Mr. TUNG Lieh Sing Alan) owns 25,231 Shares.

5. Archmore Investment Limited (“Archmore”), a company which is wholly owned by Edgemont Holdings Limited (“Edgemont”), has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares.

6. Edgemont has an indirect interest in the same Shares in which Archmore, a wholly-owned subsidiary of Edgemont, has an interest.

7. Javier Global Limited (“Javier”), a company which is wholly owned by Mr. TUNG Chee Chen, has an indirect interest in the same Shares in which Edgemont, a wholly-owned subsidiary of Javier, has an interest.

8. Bartlock Assets Ltd., a company which is wholly owned by Mr. TUNG Chee Hwa, has an interest in a trust which, through Hanberry as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares.

9. Flowell Development Inc., a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares.

– II-3 –

GENERAL INFORMATION

APPENDIX II

1. Izone Capital Limited, a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares.

2. Jeference Capital Inc., a company which is wholly owned by Mr. TUNG Chee Chen, has an interest in a trust which, through Artson as trustee, holds shares of Thelma, which has an indirect interest in 429,950,088 Shares.

3. THTI is a company wholly owned by Mr. TUNG Chee Chen.

4. Fortune Crest has a direct interest in 350,722,656 Shares.

5. Gala Way has a direct interest in 79,227,432 Shares.

6. For those companies marked with “*”, Mr. TUNG Chee Chen is either a director of these companies or a director of a company which is a corporate director of these companies.

7. For those companies marked with “#”, Mr. TUNG Lieh Cheung Andrew is a director of these companies.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors or the chief executive of the Company is a director or an employee of a company which had an interest or short position in the Shares and the underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. SERVICE CONTRACT

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.

5. COMPANY SECRETARY

The Company Secretary of the Company is Ms. Lammy Chee Fun LEE, Barrister.

6. LITIGATION

As at the Latest Practicable Date, no litigation or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

7. DIRECTORS’ INTERESTS IN COMPETING BUSINESS

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined in the Listing Rules) had any interest in a business, which competes or may compete with the business of the Group.

8. OTHER INTERESTS OF DIRECTORS IN CONTRACTS

The Group shares the rental of office space at Harbour Centre, Hong Kong on an actual cost reimbursement basis with Island Navigation Corporation International Limited (“INCIL”), which is owned by a Tung family trust. The total amount of rental on an actual cost reimbursement basis paid by INCIL to the Group for the year ended 31st December 2014 was approximately US$1,446,000.

– II-4 –

GENERAL INFORMATION

APPENDIX II

Yuensung Investment Company Limited (“Yuensung”), a company controlled by Mr. C U TUNG, uncle of Mr. TUNG Chee Chen, also shares the rental of an office at Harbour Centre, Hong Kong with our Group. The total amount of rental on an actual cost reimbursement basis paid by Yuensung to the Group for the year ended 31st December 2014 was approximately US$80,000.

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 at the date of this Circular.

9. DIRECTORS’ INTERESTS IN GROUP ASSETS

As at the Latest Practicable Date, none of the Directors has any direct or indirect interest in any assets which have been, since 31st December 2014, 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.

10. MATERIAL CONTRACTS

Save for the following material contracts, the Group has not entered into any material contract (not being contracts entered into in the ordinary course of business of the Group) within the two years immediately preceding the date of this Circular:

• (a) the Shipbuilding Contracts.

11. 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 33rd Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong on weekdays other than Saturdays and public holidays up to and including 15th May 2015:

• (a) the Memorandum of Association and Bye-laws of the Company;

• (b) the material contracts as referred to in the above paragraph 10 headed “Material Contracts” in this Appendix;

• (c) the audited consolidated accounts of the Group for the two financial years ended 31st December 2013 and 31st December 2014; and

• (d) this Circular.

– II-5 –

GENERAL INFORMATION

APPENDIX II

12. MISCELLANEOUS

The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda and the principal office of the Company is located at 33rd Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong.

The principal registrar of the Company is MUFG Fund Services (Bermuda) Limited at The Belvedere Building, 69 Pitts Bay Road, Pembroke, HM08, Bermuda and the branch registrar of the Company in Hong Kong is Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

The English text of this Circular shall prevail over the Chinese text.

– II-6 –