CONNECTED TRANSACTIONS
CAPITAL CONTRIBUTIONS TO SUEZ CANAL CONTAINER TERMINAL S.A.E.

The board of directors of the Company wishes to announce that CPPS, a wholly-owned subsidiary of the Company, agreed to take part in a capital contribution of SCCT due on 13th December 2008. CPPS also took part in a previous capital contribution of SCCT in April 2008.

SCCT is owned as to 55% by EICT. EICT is an indirect wholly-owned subsidiary of APM, which in turn is a substantial shareholder of a subsidiary of the Company. SCCT is an associate of APM and therefore a connected person of the Company. Accordingly, the Capital Contributions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Capital Contributions in aggregate exceed 0.1% but are all less than 2.5%, such transactions are only subject to the reporting and announcement requirements, and are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. Reference is made to the announcement of the Company dated 7th November 2008 in relation to a short term bridging loan to SCCT. The management of SCCT has recently decided that such bridging loan is no longer required and the loan arrangement will be terminated.

CAPITAL CONTRIBUTIONS

Present transaction
The board of directors of the Company wishes to announce that CPPS, a wholly-owned subsidiary of the Company, agreed to take part in a capital contribution of SCCT due on 13th December 2008. The share capital of SCCT will be increased from US$137,500,000 to US$185,625,000 by way of the shareholders of SCCT making pro rata contribution in accordance with their respective interests in SCCT.

CPPS agreed to subscribe for 96,251 SCCT Shares at a par value of US$100 per SCCT Share. The consideration of US$9,625,100 will be satisfied by cash and will be financed by internal resources of the Group.

Historical transaction
On 28th April 2008, the Group took part in the capital contribution of SCCT pursuant to which the share capital of SCCT was increased from US$68,750,000 to US$137,500,000 by way of the shareholders of SCCT making pro rata contribution in accordance with their respective interests in SCCT. CPPS subscribed for 137,501 SCCT Shares at a par value of US$100 per SCCT Share. The consideration of US$13,750,100 was satisfied by cash and was financed by internal resources of the Group.

INFORMATION ON SCCT
SCCT is owned as to 55% by EICT, 20% by CPPS and 25% by other shareholders who are third parties independent of the Company and its connected persons (as defined in the Listing Rules) as at the date of this announcement. SCCT is principally engaged in the business of management and operation of container terminal.

According to the audited accounts of SCCT prepared in accordance with the Egyptian Accounting Standards for the financial year ended 31st December 2007:

(a) the profit before and after taxation of SCCT for the year ended 31st December 2006 were approximately US$14,928,000 and the net asset value of SCCT as at 31st December 2006 was approximately US$69,688,000; and

(b) the profit before and after taxation of SCCT for the year ended 31st December 2007 were approximately US$7,229,000 and the net asset value of SCCT as at 31st December 2007 was approximately US$76,925,000.

REASONS FOR AND BENEFITS OF THE TRANSACTIONS
SCCT currently manages and operates Phase 1 of the Terminal, which is located at the northern entrance of the Suez Canal in Egypt with a current capacity of 2,550,000 TEUs per annum, and is in the course of implementation of the Phase 2 expansion plan which, upon completion, will double the current capacity of the Terminal to 5,100,000 TEUs per annum.

Due to the increase in construction cost of Phase 2 of the Terminal as a result of increase in the prices of construction raw materials, the board of directors of SCCT has resolved to increase the share capital of SCCT by way of the shareholders of SCCT making pro rata contribution in accordance with their respective interests. The board of directors of the Company considers that as the throughput of the Terminal is almost close to its existing capacity, the Capital Contributions are necessary so as to avoid dilution of the Group’s interest in SCCT.

The board of directors (including the independent non-executive directors) of the Company considers that the terms of the Capital Contributions are fair and reasonable and in the interests of the shareholders of the Company as a whole.

INFORMATION ON THE GROUP
The Group is principally engaged in the businesses of managing and operating container terminals, container leasing, management and sale, logistics, container manufacturing and related businesses and other investments.

GENERAL
SCCT is owned as to 55% by EICT. EICT is an indirect wholly-owned subsidiary of APM, which in turn is a substantial shareholder of a subsidiary of the Company. SCCT is an associate of APM and therefore a connected person of the Company. Accordingly, the Capital Contributions constitute connected transactions of the Company under Chapter 14A of the Listing Rules. As one or more of the applicable percentage ratios in respect of the Capital Contributions in aggregate exceed 0.1% but are all less than 2.5%, such transactions are only subject to the reporting and announcement requirements, and are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Reference is made to the announcement of the Company dated 7th November 2008 in relation to a short term bridging loan to SCCT. The management of SCCT has recently decided that such bridging loan is no longer required due to successful renegotiation on certain terms of the construction and equipment contracts between SCCT, the construction contractor and the equipment vendor thus enabling a postponement of certain payments in favour of SCCT. This bridging loan arrangement will therefore be terminated.

DEFINITIONS
“APM” A.P. MØller-Mærsk A/S, a company incorporated in Denmark with limited liability
“Capital Contribution” the subscription of 137,501 SCCT Shares and the subscription of 96,251 SCCT Shares by the Group on 28th April 2008 and in December 2008 respectively
“Company” COSCO Pacific Limited, a company incorporated in Bermuda with limited liability whose shares are listed on the main board of The Stock Exchange of Hong Kong Limited
“CPPS” COSCO Ports (Port Said) Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company
“EICT” Egyptian International Container Terminal S.A., a company incorporated in Switzerland and a wholly-owned subsidiary of APM
“Group” the Company and its subsidiaries
“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“SCCT” Suez Canal Container Terminal S.A.E., a company incorporated in Egypt, in which CPPS has a 20% equity interest
“SCCT Share(s)” share(s) of US$100 each in the issued share capital of SCCT
“Terminal” the East Port Said Container Terminal
“TEUs” twenty-foot containers subscribing to the standards adopted by the International Organisation for Standisation
“US$” U.S. dollars, the lawful currency of the United States of America

By Order of the Board
COSCO Pacific Limited
XU Minjie
Vice Chairman & Managing Director
Hong Kong, 11th December 2008

Source: COSCO Pacific Limited