PLACING OF EXISTING SHARES AND SUBSCRIPTION OF NEW SHARES

Placing Agents
J.P. Morgan Securities Ltd.
Goldman Sachs (Asia) L.L.C.

Summary

On 29th April 2010, the Vendor and the Company entered into the Placing Agreement with the Placing Agents, pursuant to which the Vendor has conditionally agreed to sell up to an aggregate of 449,000,000 existing Shares (representing approximately 19.85% of the issued share capital of the Company as at the date of the Placing Agreement) and the Placing Agents have conditionally agreed to, severally and not jointly nor jointly and severally,

(a) purchase or procure purchasers to acquire 387,500,000 existing Shares on a fully underwritten basis; and

(b) procure purchasers to acquire 61,500,000 existing Shares on a best effort basis, at the Placing Price determined at HK$10.40 per Share.

The Placing Price represents a discount of 9.9% to the closing price of HK$11.54 per Share as quoted on the Stock Exchange on 29th April 2010 (being the last trading day prior to the publication of this announcement) and a discount of approximately 11.5% to the average closing price of approximately HK$11.748 per Share as quoted on the Stock Exchange for the last 5 trading days up to and including 29th April 2010.

The Vendor had also on 29th April 2010 entered into the Subscription Agreement with the Company pursuant to which the Vendor has conditionally agreed to subscribe for the New Shares at the Placing Price. On the basis that all 449,000,000 Placing Shares are sold, the New Shares will represent approximately 19.85% of the issued share capital of the Company as at the date of the Subscription Agreement and approximately 16.56% of the issued share capital of the Company as enlarged by the Subscription.

On the basis that all 449,000,000 Placing Shares are sold such that 449,000,000 New Shares are subscribed by the Vendor under the Subscription, the gross proceeds from the Subscription are estimated to be approximately HK$4,670 million and the net proceeds from the Subscription (after deduction of commission and expenses of the Placing and the Subscription agreed to be borne by the Company) are estimated to be approximately HK$4,535 million. Based on such estimated net proceeds, the net subscription price per New Share is approximately HK$10.10. The Company intends to use the net proceeds of the Subscription to fund acquisitions and investments such as the Sigma Acquisition, capital expenditure, general corporate purposes, as well as to further strengthen the balance sheet and liquidity position of the Company.

Source: COSCO Pacific Limited