L.K. Technology Holdings Limited - Proxy Solicitation & Information Statement 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the 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 the Circular and the proxy form to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of the 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 the 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)

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

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First Shanghai Capital Limited

FIRST SHANGHAI CAPITAL LIMITED

Capitalized terms used in this cover page have the same meanings as those defined in the section headed ‘‘Definitions’’ in the Circular. The notice convening the SGM of the Company to be held on Thursday, 28th October 2021 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 (i) to (ii) of the Circular. A proxy form for use by the Shareholders at the SGM is also enclosed with the 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 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.

As part of our control measures to safeguard the health and safety of the Shareholders, the Company encourages the Shareholders to consider appointing the chairman of the SGM as their proxy to vote as instructed by the Shareholders on the relevant resolution at the SGM, instead of attending the SGM in person. Please see pages (iii) to (iv) of the Circular for measures being taken to try to prevent and control the spread of the COVID-19 at the SGM.

24th September 2021

For identification purpose only

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . .	13
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . .	15
APPENDIX I – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(i)
PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING . . . . . . . . . . . .	(iii)

– i –

DEFINITIONS

In the 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;

‘‘Board Meeting’’

the meeting of the Board held on 20th August 2021 for approving, among other things, the Transaction;

‘‘Branch Share Registrar’’

Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong;

‘‘Builders’’

Dalian and Nantong;

‘‘Buyers’’

Newcontainer No.128 (Marshall Islands) Shipping Inc. (‘‘NC128’’), Newcontainer No.129 (Marshall Islands) Shipping Inc. (‘‘NC129’’), Newcontainer No.130 (Marshall Islands) Shipping Inc. (‘‘NC130’’), Newcontainer No.131 (Marshall Islands) Shipping Inc. (‘‘NC131’’), Newcontainer No.132 (Marshall Islands) Shipping Inc. (‘‘NC132’’), Newcontainer No.133 (Marshall Islands) Shipping Inc. (‘‘NC133’’), Newcontainer No.134 (Marshall Islands) Shipping Inc. (‘‘NC134’’), Newcontainer No.135 (Marshall Islands) Shipping Inc. (‘‘NC135’’), Newcontainer No.136 (Marshall Islands) Shipping Inc. (‘‘NC136’’), and Newcontainer No.137 (Marshall Islands) Shipping Inc. (‘‘NC137’’), each an indirect wholly-owned subsidiary of the Company;

‘‘Bye-laws’’

the bye-laws of the Company currently in force;

‘‘Circular’’

this circular of the Company dated 24th September 2021;

‘‘Company’’
Orient Overseas (International) Limited（東方海外（國際）有限公司[*] ）, 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;

– 1 –

DEFINITIONS

‘‘COSCO SHIPPING’’
‘‘COSCO SHIPPING Group’’
‘‘COSCO SHIPPING Holdings’’
‘‘COSCO SHIPPING Lines’’
‘‘COSCO SHIPPING Ports’’
‘‘Dalian’’
‘‘Directors’’
‘‘Faulkner’’
‘‘Group’’
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;
COSCO SHIPPING and its subsidiaries and associates (as defined under the Listing Rules);
COSCO SHIPPING Holdings Co., Ltd.[*] （中遠海運控股股份有限公司）, a joint stock limited company incorporated in the PRC with limited liability and a member of the COSCO SHIPPING Group, the H shares of which are listed on the Main Board of the Stock Exchange (stock code: 1919) and the A shares of which are listed on the Shanghai Stock Exchange (stock code: 601919);
COSCO SHIPPING Lines Co., Ltd.[*] （中遠海運集裝箱運輸有限公司）, a company incorporated in the PRC and a subsidiary of COSCO SHIPPING Holdings;
COSCO SHIPPING Ports Limited（中遠海運港口有限公司）, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 1199);
Dalian COSCO KHI Ship Engineering Co., Ltd.[*] （大連中遠海運川崎船舶工程有限公司）, a company established in the PRC and an indirect subsidiary of COSCO SHIPPING. Nantong directly holds 30% equity interest in Dalian;
the directors of the Company;
Faulkner Global Holdings Limited, a company incorporated in the British Virgin Islands and a member of the COSCO SHIPPING Group, directly holds 71.07% of the issued share capital of the Company;
the Company and its subsidiaries;

– 2 –

DEFINITIONS

‘‘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 Transaction;
‘‘Independent Financial Adviser’’
First Shanghai Capital Limited（第一上海融資有限公司）, 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, among other things, the terms of the Transaction;
‘‘Independent Non-Executive Directors’’
the independent non-executive Directors of the Company, namely Mr. Chow 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 other than those who are members of the COSCO SHIPPING Group;
‘‘Latest Practicable Date’’ 17th September 2021, being the latest practicable date before the printing of the Circular for ascertaining certain information for the purpose of inclusion in the 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;
‘‘Nantong’’
Nantong COSCO KHI Ship Engineering Co., Ltd.[*] （南通中遠海運川崎船舶工程有限公司）, a company established in the PRC and an associate of COSCO SHIPPING which indirectly holds 50% equity interest in Nantong;

– 3 –

DEFINITIONS

‘‘PRC’’

the People’s Republic of China;

‘‘SFO’’
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);
‘‘SGM’’
the special general meeting of the Company to be held on Thursday, 28th October 2021 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong, or any adjournment thereof;
‘‘Shares’’
ordinary shares of US$0.10 each in the share capital of the Company;
‘‘Shareholders’’ holder(s) of the Share(s);
‘‘Shipbuilding Contracts’’

the following ten shipbuilding contracts all dated 2nd September 2021, each of which relates to one Vessel and contains substantially the same terms: (i) five shipbuilding contracts entered into by Nantong with each of NC128, NC129, NC130, NC131 and NC132 respectively in respect of the five related Vessels; and (ii) five shipbuilding contracts entered into by Dalian with each of NC133, NC134, NC135, NC136 and NC137 respectively in respect of the five related Vessels;

‘‘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;
‘‘Transaction’’ the transactions contemplated under the Shipbuilding Contracts;
‘‘US$’’ United States Dollars, the lawful currency of the United States;

– 4 –

DEFINITIONS

‘‘Vessels’’ ten units of 16,000 TEU container vessels, five of which will be constructed by Nantong and five of which will be constructed by Dalian according to the respective Shipbuilding Contracts; and ‘‘Vessel’’ means any of them; and ‘‘%’’ per cent.

Note: The exchange rate used for reference purpose in the Circular is US$1.00 to HK$7.80.

For identification purposes only

– 5 –

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: Mr. XU Lirong (Chairman) Mr. HUANG Xiaowen (Chief Executive Officer) Mr. YANG Zhijian Mr. FENG Boming

Principal Office: 31st Floor Harbour Centre 25 Harbour Road Wanchai Hong Kong, China

Non-Executive Directors:

Mr. TUNG Lieh Cheung Andrew Mr. YAN Jun Ms. WANG Dan Mr. IP Sing Chi

Registered Office: Clarendon House 2 Church Street Hamilton HM11 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

24th September 2021

To the Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS AND

NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

The purpose of the Circular is to provide the Shareholders with, among others, (i) further information on the Transaction; (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; and (iv) other information in accordance with the requirements of the Listing Rules.

– 6 –

LETTER FROM THE BOARD

2. THE TRANSACTION

Reference is made to the announcement of the Company dated 2nd September 2021 in respect of the Transaction.

On 2nd September 2021, the Buyers (ten indirect wholly-owned subsidiaries of the Company) respectively entered into the Shipbuilding Contracts on substantially the same terms with the respective Builders for the construction of the respective Vessels for a consideration of US$157.58 million (equivalent to approximately HK$1,229.12 million) for each Vessel and for an aggregate consideration of US$1,575.80 million (equivalent to approximately HK$12,291.24 million) for all the Vessels. Among the Shipbuilding Contracts, (i) five of which were entered into with Nantong for the construction of the related five Vessels and (ii) five of which were entered into with Dalian for the construction of the related five Vessels.

a) Finance Terms

The Company currently envisages that not more than 60% of the contract price of each Vessel will be financed by bank financing with the financing guaranteed by the Company which will be finalised before the delivery of the Vessels, whilst the balance of the contract price will be funded from internal resources of the Group. If the bank financing arrangement could not be arranged, the full contract price of each Vessel would come from the internal resources of the Group, which is expected to be sufficient for this purpose.

b) Contract Terms

The terms of the Shipbuilding Contracts (including the consideration for each Vessel) were determined on an arm’s length basis and on normal commercial terms (based on price comparable to market price agreed between a willing buyer and a willing seller, payment terms, technical terms and delivery dates that meet the Company’s requirements), pursuant to the negotiation process referred to in the sub-section headed ‘‘c) Reasons for and Benefits of the Transaction’’ below.

– 7 –

LETTER FROM THE BOARD

Under each of the Shipbuilding Contracts, the relevant Buyer shall pay the respective consideration of US$157.58 million (equivalent to approximately HK$1,229.12 million) in cash in five instalments based on progress intervals on the construction of each Vessel (including the steel cutting of the Vessel, keel-laying of the Vessel, and launching of the Vessel), with smaller proportion of contract price payable in the first four instalments and the majority of the payment payable upon delivery of the Vessel. OOCL (Assets) Holdings Inc., an indirect wholly-owned subsidiary of the Company, as guarantor, has provided a letter of guarantee for each of the Vessels in favour of the respective Builders, guaranteeing the respective Buyers’ payment obligation under the respective Shipbuilding Contracts, as provided in the respective letters of guarantee. The consideration shall be subject to adjustments by deducting liquidated damages in cases of (i) delay in delivery of the Vessel, (ii) insufficient speed of the Vessel, (iii) excessive fuel consumption by the Vessel, (iv) deadweight of the Vessel, or (v) deficiency in container’s capacity.

The Vessels are expected to be delivered between the fourth quarter of 2024 and the fourth quarter of 2025 subject to any early delivery or delay in delivery (subject to a maximum liquidated damages of approximately US$9.63 million per Vessel for delay in delivery) as provided in each of the Shipbuilding Contracts. In case of delay in delivery, the liquidated damages payable by the relevant Builder to the relevant Buyer shall be deducted from the fifth instalment of consideration, of which the amount shall be assessed on the length of delayed period after the expiration of the original delivery date. If the length of the delayed period exceeds a certain number of days, the relevant Buyer may, at its option, terminate the relevant Shipbuilding Contract without any incurrence of penalty payable by the Buyer.

In the event that any of the Shipbuilding Contracts is terminated by the relevant Buyer in accordance with the specific terms thereof, the relevant Builder shall refund to the relevant Buyer in US Dollars the full amount already paid by the Buyer to the Builder, together with interest incurred thereof.

c) Reasons for and Benefits of the Transaction

The Transaction is in line with the 14th Five Year Plan of the Group, which would, among other things, increase the fleet capacity of the Group and consolidate its position in the first echelon of the industry. The increase of self-owned vessels as a result of the Transaction would complement the Group’s long term strategic development and growth plan to meet market demand in the future. The Group would also benefit from the optimization of its fleet structure and the reduction of its reliance on the vessel charter market. In addition, the Vessels under the Transaction would increase the average container space per vessel of the Group, driving economies of scale, whereby a higher container space per vessel would result in a lower cost per container, enhancing the operating cost competitiveness of the Group. The Vessels will be equipped with energy saving and emission reduction technologies, which will generate cost advantages as well as help in environmental protection. The construction of the Vessels is intended for business expansion of the Group. The Vessels will improve the flexibility of the

– 8 –

LETTER FROM THE BOARD

Group’s fleet deployment plan and chartering arrangement. With the phasing in of the Vessels, the Group will be able to re-deploy its existing vessels strategically to meet the evolving market situation.

Based on the Group’s evaluation on price, technical competency and delivery schedule, each of Nantong’s and Dalian’s offers is optimal during the negotiation process amongst the major shipbuilders in that they meet the above factors, as (i) both Nantong and Dalian have been wellrecognised in the shipbuilding industry for their manufacturing process and quality control, which is crucial to the performance of the vessels, (ii) their vessel delivery schedule best fits with the strategic plan of the Group and (iii) their price quotation is comparable with that obtained during the negotiation process of the Group with other shipbuilders.

It is in the commercial interests of and to the corporate benefit for the Group to enter into the Shipbuilding Contracts with the Builders, being builders for the twelve mega-sized 23,000 TEU vessels ordered by the Group in 2020 (the ‘‘2020 Vessels’’) and engaging the same Builders will provide synergy in construction. After being engaged to construct the 2020 Vessels, the Builders have gained an improved understanding of the Group’s operational and technical specifications, requirements and standard for its newbuildings. The Company understood that the Builders have open docks and capacity for new orders of NeoPanamax vessels such as the Vessels.

Following delivery of the Vessels, the Group’s fixed assets will increase whilst current assets will decrease and long term liabilities will increase depending on the proportion of the contract price funded from internal resources and external finance. There is no immediate material impact on earnings of the Group by reason only of the Transaction.

d) Listing Rules Implications

Nantong is an associate of COSCO SHIPPING which indirectly holds 50% equity interest in Nantong. Dalian is an indirect subsidiary of COSCO SHIPPING. COSCO SHIPPING (through its wholly-owned subsidiaries) holds 36% equity interest, and Nantong directly holds 30% equity interest, respectively, in Dalian. COSCO SHIPPING indirectly controls more than 50% of the issued share capital of the Company. Accordingly, both Nantong and Dalian are connected persons of the Company under Chapter 14A of the Listing Rules, and the Transaction constitutes a connected transaction of the Company.

As the Shipbuilding Contracts are entered into with entities connected with each other, the transactions contemplated under the Shipbuilding Contracts are aggregated as one transaction under Rule 14.22 and Rule 14A.81 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect of the Transaction exceeds 5% but all are less than 25%, the Transaction constitutes a discloseable transaction and a connected transaction of the Company subject to the reporting, announcement, circular and independent shareholders’ approval requirements under Chapter 14 and Chapter 14A of the Listing Rules.

– 9 –

LETTER FROM THE BOARD

The Board (including the Independent Non-Executive Directors after taking into account the advice from the Independent Financial Adviser) considers that the terms of the Shipbuilding Contracts are fair and reasonable, and the Transaction is on normal commercial terms and in the ordinary and usual course of business of the Group, and in the interests of the Company and the Shareholders as a whole.

On the date of the Board Meeting, Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Yang Zhijian and Mr. Feng Boming, the Executive Directors of the Company, were holding directorships and/ or senior management positions in COSCO SHIPPING, its subsidiaries or its associates; Mr. Tung Lieh Cheung Andrew, a Non-Executive Director of the Company, had interests in the shares of COSCO SHIPPING Holdings; Dr. Chung Shui Ming Timpson, an Independent Non-Executive Director of the Company, was an external director of COSCO SHIPPING; Mr. Yang Liang Yee Philip, an Independent Non-Executive Director of the Company, was an independent nonexecutive director of COSCO SHIPPING Ports; and Ms. Chen Ying, an Independent NonExecutive Director of the Company, was an external director of COSCO SHIPPING (Guangzhou) Co., Ltd. and COSCO SHIPPING Lines. Accordingly, each of them was considered to have a material interest in the Transaction and had abstained from voting on the relevant resolution at the Board Meeting.

At the Board Meeting, other than Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Yang Zhijian, Mr. Feng Boming, Mr. Tung Lieh Cheung Andrew, Dr. Chung Shui Ming Timpson, Mr. Yang Liang Yee Philip and Ms. Chen Ying, none of the other Directors had a material interest in the Transaction, and none of them had abstained from voting on the relevant resolution.

An Independent Board Committee comprising all the 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, among other things, the terms of the Transaction and on how to vote on the resolution in respect of the Transaction at the SGM. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

Faulkner, being a member of the COSCO SHIPPING Group and therefore having material interest in the Transaction, will abstain from voting on the relevant resolution in respect thereof at the SGM. As at the Latest Practicable Date, Faulkner directly held 71.07% 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 shareholders are required to abstain from voting on the resolution proposed at the SGM.

3. INFORMATION ON RELEVANT PARTIES

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

– 10 –

LETTER FROM THE BOARD

To the best of the Directors’ knowledge, information and belief, Nantong is a company established in the PRC and is an associate of COSCO SHIPPING, and in which each of COSCO SHIPPING and Kawasaki Heavy Industries Ltd. (‘‘Kawasaki’’, a heavy industrial manufacturer whose shares are listed on the Tokyo Stock Exchange) indirectly or directly holds 50% equity interest respectively. Nantong is principally engaged in the business of manufacturing, sales and repairing of ships (including trial-run for self-built ships).

To the best of the Directors’ knowledge, information and belief, Dalian is a company established in the PRC and is owned by COSCO SHIPPING (through its wholly-owned subsidiaries), Kawasaki and Nantong as to 36%, 34% and 30% respectively. Dalian is principally engaged in the business of design, manufacturing, sales and repairing of ships (excluding military ships).

To the best of the Directors’ knowledge, information and belief, the scope of business of 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, and maritime engineering.

4. SPECIAL GENERAL MEETING

The SGM will be held for the Shareholders to consider, and if thought fit, approve the Transaction.

A notice of the SGM is set out on pages (i) to (ii) of the Circular. Whether or not you intend to be present at the SGM, you are requested to complete the accompanying proxy form and return it in accordance with the instructions printed thereon and deposit the same with the Branch Share Registrar at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event so as to be received not less than 48 hours before the time fixed for the SGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting at the SGM (or any adjournment thereof) should you so wish and in such event, the proxy form appointing the proxy shall be deemed to be revoked.

The register of members of the Company will be closed from 25th October 2021 to 28th October 2021, 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 SGM, 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 22nd October 2021.

– 11 –

LETTER FROM THE BOARD

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, the resolution set out in the notice of the SGM will be voted by poll. The results of the poll voting will be announced by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

6. RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 13 to 14 of the Circular and the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 15 to 29 of the Circular in connection with the Transaction, 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 Transaction and the advice of the Independent Financial Adviser, is of the opinion that the Transaction 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 Transaction 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 resolution to approve the Transaction.

The Board recommends the Independent Shareholders to vote in favour of the resolution to approve the Transaction at the SGM.

7. ADDITIONAL INFORMATION

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

Yours faithfully, By Order of the Board

Orient Overseas (International) Limited XU Lirong

Chairman

For identification purpose only

– 12 –

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)

24th September 2021

To the Independent Shareholders of the Company

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS

We refer to the Circular issued by the Company to the Shareholders dated 24th September 2021 (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 (i) the Transaction is on normal commercial terms or better and in the ordinary and usual course of business of the Group, and (ii) the terms of the Transaction are fair and reasonable and in the interests of the Company and 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 Transaction. 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 15 to 29 of the Circular.

Having taken into account the terms of the Transaction and the advice of the Independent Financial Adviser, we are of the opinion that (i) the Transaction is 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 Transaction are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

We therefore recommend the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM in relation to the Transaction.

Yours faithfully, For and on behalf of

THE INDEPENDENT BOARD COMMITTEE

Mr. Chow Philip Yiu Wah Independent Non-Executive Director

Mr. So Gregory Kam Leung

Independent Non-Executive Director

For identification purpose only

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter received from the Independent Financial Adviser setting out its advice to the Independent Board Committee and the Independent Shareholders in respect of the Transaction for inclusion in the Circular.

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First Shanghai Capital Limited

FIRST SHANGHAI CAPITAL LIMITED 19th Floor, Wing On House

71 Des Voeux Road Central

Hong Kong

24th September 2021

To the Independent Board Committee and the Independent Shareholders

Orient Overseas (International) Limited

31st Floor, Harbour Centre 25 Harbour Road

Wanchai Hong Kong, China

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS

INTRODUCTION

We refer to our engagement as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Transaction, details of which are set out in the circular of the Company to the Shareholders dated 24th September 2021 (the ‘‘Circular’’), of which this letter forms part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as those defined in the Circular.

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

On 2nd September 2021, the Buyers (ten indirect wholly-owned subsidiaries of the Company) respectively entered into the Shipbuilding Contracts on substantially the same terms with the respective Builders (being Nantong and Dalian) for the construction of the respective Vessels at a consideration of US$157.58 million for each Vessel, i.e. at an aggregate consideration of US$1,575.80 million for the ten Vessels. Among the Shipbuilding Contracts, (i) five of which were entered into with Nantong for the construction of the related five Vessels; and (ii) five of which were entered into with Dalian for the construction of the related five Vessels.

Nantong is an associate of COSCO SHIPPING (a controlling shareholder that indirectly controls more than 50% of the issued share capital of the Company), which indirectly holds 50% equity interest in Nantong. Dalian is an indirect subsidiary of COSCO SHIPPING, where COSCO SHIPPING (through its wholly-owned subsidiaries) holds 36% equity interest, and Nantong directly holds 30% equity interest, respectively, in Dalian. Accordingly, both Nantong and Dalian are connected persons of the Company under Chapter 14A of the Listing Rules and therefore the Transaction constitutes a connected transaction of the Company. As mentioned in the letter from the Board in the Circular (the ‘‘Board Letter’’), the Transaction is subject to the reporting, announcement, circular and independent shareholders’ approval requirements under the Listing Rules.

The Independent Board Committee, comprising the two Independent Non-Executive Directors, namely Mr. CHOW Philip Yiu Wah and Mr. SO Gregory Kam Leung (except Dr. CHUNG Shui Ming Timpson, Mr. YANG Liang Yee Philip and Ms. CHEN Ying because each of them is considered to have a material interest in the Transaction as detailed in the Board Letter), has been established to advise the Independent Shareholders in respect of the Transaction. We, First Shanghai Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

OUR INDEPENDENCE

The Independent Shareholders should note that, within the past two years prior to the Latest Practicable Date:–

we were engaged as independent financial adviser by the Company, for three occasions including (i) the continuing connected transactions conducted with the COSCO SHIPPING Group as detailed in the circular of the Company dated 28th November 2019; (ii) the major and connected transaction regarding the construction of five vessels as detailed in the circular of the Company dated 9th April 2020; and (iii) the major and connected transaction regarding the construction of seven vessels and the revision of certain annual caps as detailed in the circular of the Company dated 11th November 2020; and

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

we were also engaged as independent financial adviser by COSCO SHIPPING Holdings (stock code: 1919 HK), which is a controlling shareholder of the Company, for five occasions, including (i) the discloseable and connected transaction regarding the construction of five vessels as detailed in the circular of COSCO SHIPPING Holdings dated 27th April 2020; (ii) the discloseable and connected transaction regarding the construction of seven vessels as detailed in the circular of COSCO SHIPPING Holdings dated 16th November 2020; (iii) the major and connected transaction regarding the leasing of vessels as detailed in the circular of COSCO SHIPPING Holdings dated 16th November 2020; (iv) the discloseable and connected transaction regarding the construction of ten vessels as detailed in the circular of COSCO SHIPPING Holdings dated 5th August 2021; and (v) the Transaction.

Apart from normal professional fees paid or payable to us in connection with the aforesaid engagements (the ‘‘Previous Engagements’’), we did not have any other relationships or interests with the COSCO SHIPPING Group (including the Group). Given (i) our independent roles in the Previous Engagements; (ii) none of the members of our parent group is a direct party to the Shipbuilding Contracts; and (iii) our fee for this present engagement with the Company, in addition to those for the Previous Engagements, represented an insignificant percentage of revenue of our parent group, we consider that the Previous Engagements would not affect our independence, and we consider ourselves independent, to provide our advice and form our opinion in respect of the Transaction.

BASIS OF OUR OPINION

In putting forth our opinion and recommendation, we have relied on the accuracy of the information and representations included in the Circular and provided to us by the management of the Group (the ‘‘Management’’), and have assumed that all such information and representations made or referred to in the Circular and provided to us by the Management were true at the time they were made and continued to be true up to the Latest Practicable Date. We have reviewed, among other documents, the Shipbuilding Contracts, the financial reports of the Company and relevant industry information as further elaborated in our letter. We have also assumed that all statements of belief, opinion and intention made in the Circular were reasonably made after due enquiry. We have no reason to doubt the truth, accuracy and completeness of the information and representations provided to us by the Management and have been advised that no material facts have been withheld or omitted from the information provided and referred to in the Circular. We consider that we have reviewed sufficient information to reach an informed view and to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our advice. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Management nor have we conducted any form of investigation into the business, affairs or future prospects of the Group. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with note 1 to Rule 13.80 of the Listing Rules.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion on the Transaction, we have taken into account the following principal factors and reasons:-

1. Background information on the parties to the Transaction

The Group is principally engaged in the provision of container transport and logistics services. We have reviewed the annual report of the Company for the year ended 31st December 2020 (the ‘‘2020 Annual Report’’) and we understand that over 99% of the revenue of the Group was generated from the container transport and logistics business for each of the years ended 31st December 2019 and 2020. COSCO SHIPPING, which is a PRC state-owned enterprise, is a controlling shareholder of the Company.

In respect of the Builders (being Nantong and Dalian), as stated in the Board Letter, (i) Nantong is principally engaged in the business of manufacturing, sales and repairing of ships (including trial-run for self-built ships) and is owned as to 50% and 50% by COSCO SHIPPING and Kawasaki Heavy Industries Ltd. (i.e. a Japan-based heavy industrial manufacturer whose shares are listed on the Tokyo Stock Exchange) (stock code: 7012 JP) (‘‘Kawasaki’’), respectively; and (ii) Dalian is principally engaged in the business of design, manufacturing, sales and repairing of ships (excluding military ships) and is an indirect subsidiary of COSCO SHIPPING, where Dalian is owned by COSCO SHIPPING (through its wholly-owned subsidiaries), Kawasaki and Nantong as to 36%, 34% and 30%, respectively.

We have reviewed the websites of the Builders and we understand that (i) the Builders manufacture various types of vessels including but not limited to large container vessels, bulk carriers and ore carriers; (ii) Nantong had obtained many recognitions and certifications; and (iii) Dalian was established as a second modernized large-scale shipbuilding joint venture, following the success of Nantong.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.1. Historical financial performance of the Group

The following table summarises the consolidated profit and loss account of the Group for each of the years ended 31st December 2019 and 2020 and the six months ended 30th June 2020 and 2021 with reference to the 2020 Annual Report and the interim report of the Company for the six months ended 30th June 2021 (the ‘‘2021 Interim Report’’):-

	For the year ended	For the year ended	For the six months	For the six months	ended
	31st December		30th	June
	2019	2020	2020		2021
	US$ million	US$ million	US$ million	US$	million
	(Audited)	(Audited)	(Unaudited)	(Unaudited)
Revenue	6,879	8,191	3,430		6,988
Gross profit	810	1,589	425		3,315
Operating profit	361	992	155		2,855
Profit for the year/period	1,349	903	102		2,811
Profit attributable to equity
holders of the Company	1,349	903	102		2,811

(a) Year ended 31st December 2020 compared with year ended 31st December 2019

Revenue increased from approximately US$6,879 million for the year ended 31st December 2019 to approximately US$8,191 million for the year ended 31st December 2020, representing an increase of approximately 19%, which was mainly attributable to the increase in both freight rates and liftings for the core container shipping business. Gross profit margin increased from approximately 12% for the year ended 31st December 2019 to approximately 19% for the year ended 31st December 2020. Net profit margin from continuing operations also improved from approximately 2% for the year ended 31st December 2019 to approximately 11% for the year ended 31st December 2020. In addition, the Group recorded a profit from discontinued operation of approximately US$1,195 million for the year ended 31st December 2019 in relation to the disposal of its terminal business in the United States, where such profit did not recur for the year ended 31st December 2020. Overall, profit attributable to equity holders of the Company amounted to approximately US$1,349 million for the year ended 31st December 2019 and approximately US$903 million for the year ended 31st December 2020.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Six months ended 30th June 2021 compared with six months ended 30th June 2020

Revenue increased from approximately US$3,430 million for the six months ended 30th June 2020 to approximately US$6,988 million for the six months ended 30th June 2021, representing an increase of approximately 104%. Gross profit margin considerably increased from approximately 12% for the six months ended 30th June 2020 to approximately 47% for the six months ended 30th June 2021. Net profit margin also significantly improved from approximately 3% for the six months ended 30th June 2020 to approximately 40% for the six months ended 30th June 2021. Overall, profit attributable to equity holders of the Company increased from approximately US$102 million for the six months ended 30th June 2020 to approximately US$2,811 million for the six months ended 30th June 2021, representing a year on year increase of approximately 27 times. These significant improvements were mainly attributable to market forces that put upward pressure on freight rates on most trade lines, together with the cost control measures of the Group.

1.2. Historical financial position of the Group

The following table summarises the consolidated balance sheet of the Group as at 31st December 2020 and 30th June 2021 with reference to the 2021 Interim Report:-

Non-current assets Current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity	As at 31st December 2020 US$ million (Audited) 6,651 3,994 10,645 2,005 2,997 5,002 5,643	As at 30th June 2021 US$ million (Unaudited) 6,698 6,262
		12,960 2,442 2,807
		5,249 7,711

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at 30th June 2021, (i) the principal assets of the Group were cash and bank balances, which amounted to approximately US$4,972 million, and property, plant and equipment, which amounted to approximately US$3,745 million; and (ii) the principal liabilities of the Group were lease liabilities, which amounted to approximately US$2,070 million (including both current and non-current portions), and creditors and accruals, which amounted to approximately US$1,712 million. Total equity amounted to approximately US$7,711 million as at 30th June 2021.

For further details of the financial information of the Group, please refer to the financial reports published by the Company.

1.3. Prospects of the Group

We have discussed with and are advised by the Management that the prospects of the Group are driven by, among other factors, the performance of the global macroeconomic environment, which affects trade volume and the demand for container shipping services. We understand that the outbreak of COVID-19 pandemic has caused material adverse impacts to the global economy in year 2020 and, fortunately, along with the roll out of vaccines and other public health measures, the global economy is recovering from the crisis. In addition, we note that 15 countries (including the PRC) entered into the Regional Comprehensive Economic Partnership (the ‘‘RCEP’’) in November 2020, which formed the largest trading bloc in the world and is expected to facilitate the recovery of international trade. In respect of the aforesaid, we have reviewed, among other things, the economic information in the report titled ‘‘World Economic Outlook Update’’ dated July 2021 (the ‘‘IMF Report’’) published by the International Monetary Fund（國際貨幣基金組織）, which is an organisation of 190 countries. The following table illustrates the expected performance of the macro-economic environment in terms of annual percentage change of gross domestic product (‘‘GDP’’) and trade volume.

	For the year	ended	For the year	ending
	31st December		31st December
	2019	2020	2021F	2022F
World real GDP of which	+2.8%	–3.2%	+6.0%	+4.9%
– PRC	+6.0%	+2.3%	+8.1%	+5.7%
– United States	+2.2%	–3.5%	+7.0%	+4.9%
World trade volume	+0.9%	–8.3%	+9.7%	+7.0%

Sources: the IMF Report (July 2021) and relevant publications

With reference to the above table, we note that the global macro-economy, including trade volume, was adversely impacted in year 2020, but is expected to recover from year 2021 onwards.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

With reference to the 2021 Interim Report, we understand that (i) after the outbreak of the COVID-19 pandemic in early 2020, the Group started to see signs of reopening and economic recovery as from the middle of last year, led at first by the PRC and other Asian economies and then joined by other nations and, throughout the first half of 2021, such trend had continued very strongly; and (ii) the Group had worked hard to inject additional capacity into key routes on its network in order to provide further space for its customers.

Overall, we understand that the macro-economic environment is expected to recover from the COVID-19 pandemic and grow in the long term future and the Group has made and will continue to make efforts in the continuous development of its businesses to capture growth opportunities.

2. Background of and reasons for the Transaction

On 2nd September 2021, the Buyers (being ten indirect wholly-owned subsidiaries of the Company) respectively entered into the Shipbuilding Contracts on substantially the same terms with the respective Builders for the construction of a total of ten 16,000 TEU Vessels. With reference to the Board Letter, we understand that (i) the construction of the Vessels is intended for the business expansion of the Group and the Transaction is in line with the 14th Five Year Plan of the Group, which would, among other things, increase the fleet capacity of the Group and consolidate its position in the first echelon of the industry; (ii) the increase of self-owned vessels as a result of the Transaction would complement the Group’s long term strategic development and growth plan to meet market demand in the future, where the Group will be able to re-deploy its existing vessels strategically to meet the evolving market situation with the phasing in of the Vessels; (iii) the Group would also benefit from the optimization of its fleet structure and the reduction of its reliance on the vessel charter market, where the Vessels will improve the flexibility of the Group’s fleet deployment plan and chartering arrangement; (iv) the Vessels under the Transaction would increase the average container space per vessel of the Group, driving economies of scale, whereby a higher container space per vessel would result in a lower cost per container, enhancing the operating cost competitiveness of the Group; and (v) the Vessels will be equipped with energy saving and emission reduction technologies, which will generate cost advantages as well as help in environmental protection.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We also note that the Group had engaged the Builders for the construction of a total of 12 mega-sized 23,000 TEU vessels in year 2020 as detailed in the circulars of the Company dated 9th April 2020 and 11th November 2020. As mentioned in the Board Letter, the Builders have gained an improved understanding of the operational and technical specifications, requirements and standard of the Group for its newbuildings.

We have further reviewed the 2020 Annual Report and understood that, as of the end of year 2020, the operating fleet of the Group included 113 vessels with a total operating capacity of 781,779 TEU (excluding the aforementioned 12 mega-sized 23,000 TEU vessels under construction). Accordingly, we note that the ten 16,000 TEU Vessels with a total of 160,000 TEU under the Transaction represents approximately 9% and 20% of the total number of operating vessels and the total operating capacity (in terms of TEU) of the Group as of the end of year 2020, respectively. In addition, we have discussed with the Management and understand that the size of 16,000 TEU is around the largest vessel capable of crossing both the Panama Canal and the Suez Canal for international logistics business.

Taking into account, in particular, (i) the Group continues to utilise container vessels for its on-going principal business operations, which successfully recorded significant growth in the first half of 2021; (ii) the macro-economic environment is expected to recover from the COVID-19 pandemic and, upon delivery of the ten 16,000 TEU Vessels, the operating capacity of the Group could be further enhanced and can more effectively capture the possible increasing market demand for container shipping services in the long-term future brought forward by, among other things, the RCEP; (iii) the Transaction is expected to achieve a lower operating cost per container through the economies of scale; (iv) the increase in the number of owned vessels (as opposed to leased vessels), allows the Group to better secure its stable operation and control its costs, such as avoiding high amount of lease expenses when the market has a high demand for vessels; and (v) the terms of the Transaction are fair and reasonable as discussed below, we are of the view that the entering into of the Transaction is an investing activity ancillary and incidental to the ordinary and usual course of business of the Group, and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Principal terms of the Transaction

Pursuant to each of the Shipbuilding Contracts, the relevant Buyer shall pay the respective consideration of US$157.58 million in cash in five instalments based on progress intervals on the construction of each Vessel (including the steel cutting of the Vessel, keel-laying of the Vessel, and launching of the Vessel), with smaller proportion of contract price payable in the first four instalments and the majority of the payment payable upon delivery of the Vessel. OOCL (Assets) Holdings Inc., an indirect wholly-owned subsidiary of the Company, as guarantor, has provided a letter of guarantee for each of the Vessels in favour of the respective Builders, guaranteeing the respective Buyers’ payment obligation under the respective Shipbuilding Contracts, as provided in the respective letters of guarantee. The consideration shall be subject to adjustments by deducting liquidated damages in cases of (i) delay in delivery of the Vessel; (ii) insufficient speed of the Vessel; (iii) excessive fuel consumption by the Vessel; (iv) deadweight of the Vessel; or (v) deficiency in container’s capacity (the ‘‘Adjustment Mechanism’’). The Vessels are expected to be delivered between the fourth quarter of 2024 and the fourth quarter of 2025 subject to any early delivery or delay in delivery (subject to a maximum liquidated damages of approximately US$9.63 million per Vessel for delay in delivery) as provided in each of the Shipbuilding Contracts. In case of delay in delivery, the liquidated damages payable by the relevant Builder to the relevant Buyer shall be deducted from the fifth instalment of consideration, of which the amount shall be assessed on the length of delayed period after the expiration of the original delivery date. If the length of the delayed period exceeds a certain number of days, the relevant Buyer may, at its option, terminate the relevant Shipbuilding Contract without any incurrence of penalty payable by the Buyer. In the event that any of the Shipbuilding Contracts is terminated by the relevant Buyer in accordance with the specific terms thereof, the relevant Builder shall refund to the relevant Buyer in US Dollars the full amount already paid by the Buyer to the Builder, together with interest incurred thereof.

As advised by the Management, (i) the Group did not enter into any comparable shipbuilding contracts (in terms of vessel type, size and specification) with independent third party shipbuilder within the past year from the date of the Shipbuilding Contracts; and (ii) as far as the Management understands, the Builders also did not enter into any comparable shipbuilding contracts (in terms of vessel type, size and specification) with independent third party customer within the past year from the date of the Shipbuilding Contracts. Nonetheless, we also understand (i) the Builders have relevant technical expertise and experience to meet the requirements of the Group to build the Vessels with customised specifications based on the needs of the Group; and (ii) the vessel delivery schedule of the Builders best fit with the strategic plan of the Group and the price quotation offered by the Builders is comparable with that obtained during the negotiation process of the Group with the other shipbuilders.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

In respect of the recent status of the shipbuilding market, we have reviewed the article titled ‘‘Ship Orders Surge as Carriers Rush to Add Capacity’’ published by the Wall Street Journal dated 8th June 2021. Based on the article, we understand that (i) global shipyards that were retrenching and consolidating in a faltering maritime market barely more than a year ago are now flush with new orders, where the resurgence in ordering is being driven mainly by container ships as Western retailers such as Walmart and Amazon scramble to restock after a year of supply chain disruptions from the coronavirus pandemic; and (ii) the order tally has been so strong that some shipyards have stopped giving quotes for new vessels and are trying to renegotiate existing orders as the price of steel plates used to build vessels has doubled since the end of 2020. Based on the aforesaid, we understand the recent market price of vessels may be volatile.

We have attempted to exhaustively identify the pricing terms of the most recent comparable transactions (involving the building of container vessels with around 13,000 TEU to 16,000 TEU) in the market, however shipbuilding transactions, and their pricing terms, are generally not public information available from official sources. Nonetheless, we note that, within around the past three months from the date of the Shipbuilding Contracts, (i) Wan Hai Lines Ltd. announced on 31st May 2021 that it had entered into shipbuilding contracts with a shipbuilder (namely, Samsung Heavy Industries Co., Ltd.) to build four 13,100 TEU container vessels at a total price of up to US$500 million; (ii) HMM Co., Ltd. announced on 29th June 2021 that it had entered into shipbuilding contracts with shipbuilders (namely, Daewoo Shipbuilding & Marine Engineering and Hyundai Heavy Industries) to build twelve 13,000 TEU container vessels at a total price of US$1,570 million; (iii) Evergreen Marine Corp. (Taiwan) Ltd. announced on 6th August 2021 that it had entered into shipbuilding contracts with a shipbuilder (namely, Samsung Heavy Industries Co., Ltd.) to build twenty 15,000 TEU container vessels at a total price of up to US$2,600 million; and (iv) A.P. Moller – Maersk announced on 24th August 2021 that it had entered into shipbuilding contracts with a shipbuilder (namely, Hyundai Heavy Industries) to build eight 16,000 TEU container vessels, which we understand the total price is approximately US$1,400 million. We also note that the aforementioned shipbuilding contracts imply unit prices of (i) approximately US$9,542 per TEU, US$10,064 per TEU, US$8,667 per TEU and US$10,938 per TEU (collectively, the ‘‘Market Unit Prices’’), respectively, representing an average of approximately US$9,803 per TEU; and (ii) the implied unit price of approximately US$9,849 per TEU under the Shipbuilding Contracts is (a) within the range of the Market Unit Prices and lower than two of the Market Unit Prices; and (b) almost identical to the average of the Market Unit Prices with a deviation of less than 0.5%. The Independent Shareholders should note that (i) the model, size and various other technical specifications of a vessel; (ii) the then raw material costs in the market; and (iii) the then market demand and supply of vessels are factors that may affect the building price of vessels. We consider the review of a recent period of three months to be fair and reasonable to assess the pricing terms of the Shipbuilding Contracts in view of the recent volatility in market pricing for shipbuilding transactions.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have also attempted to exhaustively identify comparable transactions announced by companies listed in Hong Kong involving the entering into of shipbuilding contracts (involving the building of container vessels with around 13,000 TEU to 16,000 TEU) with independent shipbuilders within the past three months from the date of the Shipbuilding Contracts, but we were not able to identify such transactions. Nonetheless, for the past year from the date of the Shipbuilding Contracts, we have identified the announcements dated 31st August 2020, 30th November 2020, 21st December 2020, 27th May 2021, 2nd June 2021 and 18th June 2021 published by SITC International Holdings Company Limited (stock code: 1308 HK) (‘‘SITC’’), which mentioned that SITC had entered into various shipbuilding contracts with shipbuilders that were independent third parties (including Dae Sun Shipbuilding & Engineering Co., Ltd. and certain subsidiaries of Yangzijiang Shipbuilding (Holdings) Ltd.) to build a variety of container vessels with sizes ranging between 1,000 TEU and 3,000 TEU. Given (i) the significant differences in the sizes of these vessels as compared with those under the Shipbuilding Contracts; (ii) payment terms are not expected to fluctuate as much as pricing terms within the past year; and (iii) the recent market shipbuilding transactions mentioned in the previous paragraph did not disclose their payment terms, we consider it is fair and reasonable for us to place our focus on reviewing the payment terms rather than the pricing terms disclosed by SITC, where we noted that the payment terms of the shipbuilding contracts entered into by SITC with independent shipbuilders were generally in five instalments of 10%, 10%, 10%, 10% and 60% with the final instalment of 60% payable upon the physical delivery of the vessels. We understand such payment terms are comparable with those under the Shipbuilding Contracts.

In respect of the Adjustment Mechanism and the other principal terms, we have reviewed the Shipbuilding Contracts and we are advised by the Management that (i) the Adjustment Mechanism is in favour of the Buyers and provides additional protection to the Buyers, where the consideration of the Vessels shall be reduced in case of, among other things, delay in delivery and other technical deficiencies of the Vessels; (ii) the delay in delivery of the Vessels would reduce the consideration of the Vessels, where such reduction would be assessed and calculated on a per day basis, subject to the maximum amount of liquidated damages as aforementioned; and (iii) the Buyers have the right to terminate the Shipbuilding Contracts if the delivery of the Vessel is delayed for a prolonged period and, in such case, the relevant Builder(s) shall refund to the relevant Buyer(s) in US Dollars the full amount already paid by the Buyer(s) to the Builder(s), together with interest incurred thereof, without any incurrence of penalty payable by the Buyer(s). In light of the aforesaid, we consider the Adjustment Mechanism (including the damage assessment on delivery delay, which is calculated on a per day basis) and the other aforementioned principal terms to be reasonable and favourable to the Buyers.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Taking into account, in particular, (i) the Builders (whose major shareholders are COSCO SHIPPING, being a PRC state-owned enterprise, and Kawasaki, being a Japan-based manufacturer) have relevant technical expertise and experience to meet the requirements of the Group to build the customised Vessels; (ii) the volatility of the recent market price of shipbuilding transactions; (iii) our review of the recent market pricing and payment terms of container vessels, where the implied unit price per TEU under the Shipbuilding Contracts is lower than two of the Market Unit Prices and almost identical to the average of the Market Unit Prices; (iv) each of the ten 16,000 TEU container vessels is at the same consideration under the Shipbuilding Contracts; (v) the Adjustment Mechanism is in favour of the Buyers and provides additional protection to the Buyers, where the consideration of the Vessels shall be reduced in case of, among other things, delay in delivery and other technical deficiencies of the Vessels; and (vi) the reasons for and benefits of the Transaction as aforementioned, we consider the terms of the Transaction (including the consideration of each Vessel and the Adjustment Mechanism) are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned.

4. Possible financial implications of the Transaction

The total consideration under the Shipbuilding Contracts is US$1,575.80 million. For each of the Shipbuilding Contracts, the Buyer shall pay the consideration in cash in five instalments based on progress intervals on the construction of each Vessel, with smaller proportion of contract price payable in the first four instalments and the larger proportion of the payment payable upon delivery of the Vessel. The Vessels are expected to be delivered between the fourth quarter of 2024 and the fourth quarter of 2025. The Company currently envisages that not more than 60% of the contract price of each Vessel will be financed by bank financing with the financing guaranteed by the Company, which will be finalised before the delivery of the Vessels, whilst the balance of the contract price will be funded from internal resources of the Group. If the bank financing arrangement could not be arranged, the full contract price of each Vessel would come from the internal resources of the Group, which is currently expected to be sufficient for this purpose.

The Group recorded revenue and profit attributable to equity holders of the Company of (i) approximately US$8,191 million and US$903 million, respectively, for the year ended 31st December 2020; and (ii) approximately US$6,988 million and US$2,811 million, respectively, for the six months ended 30th June 2021. We are advised by the Management that the Transaction is not expected to have any immediate material impact on the net profit of the Group upon signing of the Shipbuilding Contracts and, after the delivery of the Vessels, the Vessels are expected to be utilised for the generation of revenue through the core businesses of the Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Group recorded total assets, total liabilities and cash and bank balances of approximately US$12,960 million, US$5,249 million and US$4,972 million, respectively, as at 30th June 2021. Following delivery of the Vessels, the Group’s fixed assets will increase whilst current assets will decrease and long term liabilities will increase depending on the proportion of the contract price to be funded from internal resources and external finance. We have also reviewed the financial performance of the Group and noted the Group recorded net cash from operating activities of approximately US$453 million, US$660 million, US$1,905 million and US$2,955 million for each of the years ended 31st December 2018, 2019 and 2020 and the six months ended 30th June 2021, respectively, which demonstrated the capability of the Group to generate sufficient operating cash inflow to finance its operations and future payment for the total consideration of the Shipbuilding Contracts. We are advised by the Management that the Shipbuilding Contracts themselves are not expected to cause any material adverse impact to the financial position of the Group in view of (i) the scale of the total consideration of the Shipbuilding Contracts as compared with the overall scale of the Group (in terms of total assets and the capability of the Group to generate cash from operating activities on an ongoing basis in the foreseeable future); (ii) the consideration of the Shipbuilding Contracts will be settled in instalments, where the larger proportion of the payment is expected to be payable upon delivery of the Vessels starting in the fourth quarter of 2024 and until the fourth quarter of 2025; and (iii) the positive track record of the financial performance of the Group and the ongoing efforts of the Group to continue to further improve its financial performance in the upcoming years.

Taking in account, in particular, (i) the Shipbuilding Contracts were entered into for the purchase of the Vessels, which are revenue generating assets for the core business operations of the Group; (ii) the scale of the total consideration of the Shipbuilding Contracts as compared with the overall scale of the Group (in terms of total assets and the capability of the Group to generate cash inflow from operating activities on an ongoing basis in the foreseeable future); (iii) the total consideration of the Shipbuilding Contracts will be settled by instalments, payable in the upcoming few years, which is not expected to cause immediate material impact to the financial position of the Group; and (iv) the terms of the Transaction are fair and reasonable as aforementioned, we consider the financial implications of the Transaction to be normal and acceptable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the above principal factors and reasons, we are of the view that the entering into of the Transaction is an investing activity ancillary and incidental to the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole; and the terms of the Transaction are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the SGM to approve the Transaction.

Yours faithfully, For and on behalf of

First Shanghai Capital Limited

Nicholas Cheng Roger Tang Director Vice President

Note: Mr. Nicholas Cheng has been a Responsible Officer and Mr. Roger Tang has been a Representative of Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Both of them have extensive experience in corporate finance industry and have been participating in the provision of independent financial advisory services for, and completed, numerous connected transactions involving listed companies in Hong Kong.

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GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY

The 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 the 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 the Circular misleading.

2. DISCLOSURE OF INTERESTS

(A) 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:

(i) Directors’ and Chief Executive’s interests and short positions in the Shares, underlying Shares and debentures of the Company

Nil.

I – 1

GENERAL INFORMATION

APPENDIX I

(ii) Directors’ and Chief Executive’s interests and long positions in the shares of associated corporations of the Company

					Approximate
					percentage of
					total issued
			Number of		share capital
			ordinary		of relevant
			shares held as	Total number	class of shares
Name of associated	Name of		personal	of shares	of associated
corporation	Director	Capacity	interest	interested	corporation
COSCO SHIPPING	YANG Zhijian	Beneficial owner	130,000	130,000	0.00388%
Holdings Co., Ltd.			(H Shares)	(H Shares)	(Note 1)
	FENG Boming	Interest of	–	149,370	0.00118%
		spouse		(A Shares)	(Note 1)
	TUNG Lieh	Beneficial owner	200,844	200,844	0.00159%
	Cheung		(A Shares)	(A Shares)	(Note 1)
	Andrew
COSCO SHIPPING	YANG Zhijian	Beneficial owner	400,000	400,000	0.01088%
Development Co., Ltd.			(H Shares)	(H Shares)	(Note 2)
	FENG Boming	Beneficial owner	29,100	29,100	0.00037%
			(A Shares)	(A Shares)	(Note 2)
COSCO SHIPPING Ports	FENG Boming	Beneficial owner	32,379	32,379	0.00098%
Limited					(Note 3)

(iii) Directors’ and Chief Executive’s interests and long positions in the underlying shares and debentures of associated corporation of the Company

								Approximate
								percentage of
								total issued
								share capital of
						Number of		relevant class
Name of				Exercise		outstanding	Total number	of shares of
associated	Name of		Date of		price	share options	of shares	associated
corporation	Director	Capacity	grant	per A share		granted	interested	corporation
						(Note 4)		(Note 1)
COSCO	YANG	Beneficial	29th May	RMB2.69		1,216,800	1,216,800	0.00961%
SHIPPING	Zhijian	owner	2020
Holdings
Co., Ltd.	FENG	Beneficial	29th May	RMB2.69		1,216,800	1,678,430	0.01326%
(A Shares)	Boming	owner	2020
		Interest of	3rd June	RMB3.15		461,630
		spouse	2019
	TUNG Lieh	Beneficial	3rd June	RMB3.15		815,256	815,256	0.00644%
	Cheung	owner	2019
	Andrew

I – 2

GENERAL INFORMATION

APPENDIX I

Notes:

(1) The shareholding percentage in COSCO SHIPPING Holdings was calculated on the basis of 3,354,780,000 H shares of COSCO SHIPPING Holdings in issue and 12,658,167,749 A shares of COSCO SHIPPING Holdings in issue as at the Latest Practicable Date (as the case may be).
(2) The shareholding percentage in COSCO SHIPPING Development Co., Ltd. (‘‘COSCO SHIPPING Development’’) was calculated on the basis of 3,676,000,000 H shares of COSCO SHIPPING Development in issue and 7,932,125,000 A shares of COSCO SHIPPING Development in issue as at the Latest Practicable Date (as the case may be).
(3) The shareholding percentage in COSCO SHIPPING Ports was calculated on the basis of 3,315,296,374 shares of COSCO SHIPPING Ports in issue as at the Latest Practicable Date.
(4) According to the terms of the Share Option Incentive Scheme of COSCO SHIPPING Holdings (the ‘‘Scheme’’) and its amendments approved on 18th May 2020, the Scheme is valid for 10 years from 30th 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 announcements dated 3rd June 2019 and 30th March 2020 of COSCO SHIPPING Holdings (A shares). No consideration was paid by the grantees for acceptance of the share options.
(B) 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. Huang Xiaowen	Executive Vice President and
		the Party Committee member

I – 3

APPENDIX I

GENERAL INFORMATION

		Position held by the Director
Name of company	Name of Director	in such company
	Mr. Yang Zhijian	Employee Representative
		Director
	Dr. Chung Shui Ming Timpson	External Director*
COSCO SHIPPING Holdings	Mr. Xu Lirong	Executive Director and
Co., Ltd.		Chairman of the board
	Mr. Huang Xiaowen	Executive Director and Vice
		Chairman of the board
	Mr. Yang Zhijian	General Manager, Executive
		Director and the Deputy
		Party Secretary
	Mr. Feng Boming	Executive Director
Faulkner Global Holdings	Mr. Yang Zhijian	Director
Limited
Shanghai International Port	Mr. Yan Jun	Director, President and Deputy
(Group) Co., Ltd.		Party Secretary

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

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had or proposed to enter into 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.

I – 4

GENERAL INFORMATION

APPENDIX I

4. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

COSCO SHIPPING, an indirect controlling Shareholder of the Company, its subsidiaries or its associates 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 at the Latest Practicable Date, Mr. Xu Lirong, Mr. Huang Xiaowen, Mr. Yang Zhijian and Mr. Feng Boming, the Executive Directors of the Company, were holding directorships and/or senior management positions in COSCO SHIPPING, its subsidiaries or its associates; Mr. Tung Lieh Cheung Andrew, a Non-Executive Director of the Company, had interests in the shares of COSCO SHIPPING Holdings; Dr. Chung Shui Ming Timpson, an Independent Non-Executive Director of the Company, was an external director of COSCO SHIPPING; Mr. Yang Liang Yee Philip, an Independent Non-Executive Director of the Company, was an independent nonexecutive director of COSCO SHIPPING Ports; and Ms. Chen Ying, an Independent NonExecutive Director of the Company, was an external director of COSCO SHIPPING (Guangzhou) Co., Ltd. and COSCO SHIPPING Lines.

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 interest in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. DIRECTORS’ INTERESTS IN CONTRACTS

There are no 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 had a material interest, subsisted as at the date of the Circular.

6. DIRECTORS’ INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any direct or indirect interest in any asset which has been, since 31st December 2020, 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 is proposed to be acquired or disposed of by or leased to any member of the Group.

I – 5

GENERAL INFORMATION

APPENDIX I

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 31st December 2020, being the date to which the latest published audited consolidated financial statements of the Group were made up.

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 the 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 asset which has been, since 31st December 2020, 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 is 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 the Circular, with the inclusion herein of their letter dated 24th September 2021 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.

I – 6

GENERAL INFORMATION

APPENDIX I

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection by the 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 the Circular up to and including the date of SGM:

(a) the letter from the Independent Board Committee, the text of which is set out in the section headed ‘‘Letter from the Independent Board Committee’’ of the Circular;
(b) the letter from the Independent Financial Adviser in respect of their advice to the Independent Board Committee and the Independent Shareholders, the text of which is set out in the section headed ‘‘Letter from the Independent Financial Adviser’’ of the Circular;
(c) the written consent from the Independent Financial Adviser as referred to in the above paragraph 8 headed ‘‘Expert and Consent’’ in this Appendix;
(d) the Shipbuilding Contracts; and
(e) this Circular.

10. MISCELLANEOUS

(a) The Company Secretary of the Company is Mr. Xiao Junguang who is a Chartered Secretary.
(b) 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 31st Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong, China.
(c) The principal registrar of the Company is MUFG Fund Services (Bermuda) Limited at 4th Floor, North Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda and the branch registrar and transfer office 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.
(d) The English text of the Circular shall prevail over the Chinese text.

I – 7

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 Thursday, 28th October 2021 at 10:00 a.m. at Dynasty Room, 7th Floor, The Dynasty Club, South West Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong (the ‘‘SGM’’) to transact the following business:

‘‘THAT the transactions contemplated under the Shipbuilding Contracts (as defined in the circular of the Company dated 24th September 2021 (the ‘‘Circular’’) of which this notice forms part) 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 agreements.’’

By Order of the Board Orient Overseas (International) Limited XIAO Junguang Company Secretary

Hong Kong, 24th September 2021

Notes:

(i) Any shareholder of the Company entitled to attend and vote at the SGM (or at any adjournment thereof) is entitled to appoint a proxy or proxies to attend and vote on his/her behalf in accordance with the Bye-laws of the Company. A proxy need not be a shareholder of the Company.
(ii) Where there are joint registered holders of any share, any one of such persons may vote at the SGM (or at any adjournment thereof), either personally or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders shall be present at the SGM 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.

(i)

NOTICE OF SPECIAL GENERAL MEETING

(iii) 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 SGM or any adjournment thereof.
(iv) The register of members of the Company will be closed from 25th October 2021 to 28th October 2021, 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 SGM, all share transfer documents must be accompanied with the relevant share certificates and lodged with the Company’s 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 22nd October 2021.
(v) If a typhoon signal No.8 (or above) is hoisted or extreme conditions and/or a black rainstorm warning signal are in force at any time between 6:00 a.m. and 10:00 a.m. on the date of the SGM, the SGM may be adjourned to a later date and/or time as determined by the Company.

The Company will publish an announcement on the websites of both the Stock Exchange (http://www.hkex.com.hk) and the Company (https://www.ooilgroup.com) to notify the shareholders that the SGM has been adjourned (however, a failure to publish such a notice shall not affect the adjournment of such meeting). Shareholders may also contact the Branch Share Registrar (telephone: 852 2862 8555) for enquiries.

The Company will publish a further announcement on the websites of the Stock Exchange and the Company to notify the shareholders of the date, time and location of the adjourned SGM.

Shareholders should in any event exercise due care and caution when deciding to attend the SGM in adverse weather conditions.

(vi) In the event of any regulation imposed by the Hong Kong Government due to COVID-19 requiring change of the date or place of the SGM, the shareholders of the Company will be notified of the revised arrangements in the same manner as provided in note (v) above.
(vii) If any shareholder of the Company has any particular access request or special needs for participating in the SGM, please contact the Branch Share Registrar (telephone: 852 2862 8555) on or before 26th October 2021.
(viii) The Chinese translation of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
For identification purpose only

(ii)

PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING

The health of the shareholders, staff and stakeholders of the Company is of paramount importance to us. In view of the ongoing COVID-19 pandemic, the Company will implement the following at the SGM as part of the control measures to safeguard the health and safety of our attending shareholders, staff and stakeholders of the Company:

(i) compulsory body temperature checks will be conducted for every attending shareholder, proxy or other attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.5 degrees Celsius or who has any flu-like symptom or is otherwise apparently unwell will be denied entry into the SGM venue or be required to leave the SGM venue;
(ii) each attendee will be asked to complete a health declaration form. Anyone who responds positively to any of these questions in the heath declaration form will be denied entry into the SGM venue or be required to leave the SGM venue;
(iii) each attendee would be required to wear a surgical face mask throughout the SGM and inside the SGM venue;
(iv) any person who does not comply with the precautionary measures to be taken at the SGM, or is subject to any Hong Kong Government prescribed quarantine will be denied entry into the SGM venue or be required to leave the SGM venue;
(v) attendees will be split into different groups and will be arranged to sit in the main room and separate room(s) with video and audio link facilities. Seating at the SGM venue will be arranged so as to allow for appropriate social distancing. Accordingly, for compliance reason, there will be limited capacity for shareholders to attend SGM; and
(vi) no refreshments and beverages will be served.

In addition, the Company would like to remind all attending shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. The Company encourages the shareholders to consider appointing the chairman of the SGM as their proxy to vote as instructed by the shareholders on the relevant resolution(s) at the SGM, instead of attending the SGM in person.

If any shareholder not attending the SGM in person has any question about the resolution(s) proposed to be passed at the SGM or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company’s principal office at 31st Floor, Harbour Centre, 25 Harbour Road, Wanchai, Hong Kong, China (Attention: Company Secretary) or to the Company’s email at [email protected].

(iii)

PRECAUTIONARY MEASURES FOR SPECIAL GENERAL MEETING

In the event of any regulation imposed by the Hong Kong Government due to COVID-19 requiring change of the date or place of the SGM, the shareholders will be notified of the revised arrangements in the same manner as provided in note (v) in the Notice of SGM.

If any Shareholder has any question relating to the SGM, please contact the Branch Share Registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong Email: [email protected] Tel: 852 2862 8555 Fax: 852 2865 0990

(iv)

AI assistant

L.K. Technology Holdings Limited — Proxy Solicitation & Information Statement 2021

49296_rns_2021-09-23_84cbe4c1-f319-47a0-9621-63c37bcd1519.pdf

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外( 國際) 有限公司 *

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS AND

NOTICE OF SPECIAL GENERAL MEETING

Independent Financial Adviser

First Shanghai Capital Limited

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外( 國際) 有限公司 *

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS AND

NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

2. THE TRANSACTION

a) Finance Terms

b) Contract Terms

LETTER FROM THE BOARD

c) Reasons for and Benefits of the Transaction

LETTER FROM THE BOARD

d) Listing Rules Implications

LETTER FROM THE BOARD

3. INFORMATION ON RELEVANT PARTIES

LETTER FROM THE BOARD

4. SPECIAL GENERAL MEETING

5. VOTING BY POLL

6. RECOMMENDATION

7. ADDITIONAL INFORMATION

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外( 國際) 有限公司 *

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS

Yours faithfully, For and on behalf of

THE INDEPENDENT BOARD COMMITTEE

Mr. So Gregory Kam Leung

First Shanghai Capital Limited

DISCLOSEABLE AND CONNECTED TRANSACTION REGARDING CONSTRUCTION OF TEN VESSELS

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background information on the parties to the Transaction

1.1. Historical financial performance of the Group

(a) Year ended 31st December 2020 compared with year ended 31st December 2019

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Six months ended 30th June 2021 compared with six months ended 30th June 2020

1.2. Historical financial position of the Group

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

1.3. Prospects of the Group

2. Background of and reasons for the Transaction

3. Principal terms of the Transaction

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Possible financial implications of the Transaction

RECOMMENDATION

First Shanghai Capital Limited

1. RESPONSIBILITY

2. DISCLOSURE OF INTERESTS

APPENDIX I

GENERAL INFORMATION

3. DIRECTORS’ SERVICE CONTRACTS

4. DIRECTORS’ INTERESTS IN COMPETING BUSINESSES

5. DIRECTORS’ INTERESTS IN CONTRACTS

6. DIRECTORS’ INTERESTS IN ASSETS

7. NO MATERIAL ADVERSE CHANGE

8. EXPERT AND CONSENT

9. DOCUMENTS AVAILABLE FOR INSPECTION

10. MISCELLANEOUS

ORIENT OVERSEAS (INTERNATIONAL) LIMITED 東方海外( 國際) 有限公司 *

NOTICE OF SPECIAL GENERAL MEETING

NOTICE OF SPECIAL GENERAL MEETING

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L.K. Technology Holdings Limited Proxy Solicitation & Information Statement 2021