Voluntary Annoucement
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock code: 0598) VOLUNTARY ANNOUCEMENT The Company has agreed pursuant to the Agreements to establish a 50:50 joint venture with KT&T to develop, construct and operate a general container and bulk terminal in Sanshan District, Wuhu City, Anhui Province, the PRC. The joint venture is to be created through the conversion of an existing wholly-owned subsidiary of Wuhu Sanshan (currently having registered capital of RMB6 million) into which the Company and KT&T have agreed to make capital contribution of RMB134 million and RMB140 million respectively. The Agreements will take effect upon the approval of the relevant authorities in the PRC. Sinotrans Limited (the “Company”) hereby announces that on 23 September 2011 the Company entered into (a) a capital increase agreement with Keppel Telecommunications & Transportation Ltd. (the “KT&T”) and the wholly owned subsidiary of the Company, Wuhu Sanshan Port Co., Ltd (the “Wuhu Sanshan”); and (b) a joint venture agreement with KT&T, for the establishment of Sino-foreign equity joint venture company (the “JV Company”) by conversion of Wuhu Sanshan into a 50:50 joint venture to develop, construct and operate a general container and bulk terminal in Sanshan District, Wuhu City, Anhui Province, People’s Republic of China ( the “PRC”). In this connection, the Company and KT&T have also agreed on the terms of the Articles of Association of the JV Company (together with the capital increase agreement and the joint venture agreement, collectively as the “Agreements”) on the same date. In accordance with terms of the Agreements, the Agreements will be effective upon the approval of the relevant authorities of PRC. The current registered capital of Wuhu Sanshan (being the proposed JV Company) is RMB6 million, which is fully contributed by the Company. Pursuant to the terms of the Agreements, the registered capital of the JV Company will be increased to RMB280 million. The Company and KT&T will contribute RMB134 million and RMB140 million respectively to the registered capital of JV Company. The Company’s cash contribution of RMB134 million will be funded through the internal working capital of the Company. Upon the establishment of the JV Company, the Company and KT&T shall be entitled to exercise all rights and interests in relation to the 50% equity that they respectively hold in the JV Company. - 1 - The Company and KT&T seek, through mutually beneficially cooperation and capitalizing on their strength in harbours and logistics services, jointly to invest in constructing a high-quality port logistics base to provide high-efficiency and low-cost logistics services to customers. Such services can facilitate industrial transfer from the city-cluster along the Yangtze River in the Anhui province and promote economic development of Wuhu City. The project can also further enhance the Company’s logistics capabilities in the Yangtze golden water channel and expedite the development of its integrated “vessel, cargo and port” logistics services system. Information on KT& T Headquartered in Singapore, KT&T offers integrated services and solutions in two core businesses: logistics and data centre. KT&T is listed on the Singapore Exchange Securities Trading Ltd. In Singapore, KT&T has over 40 years of experience in offering customized integrated logistics solutions. It currently also operates world-class logistics facilities with state- of-the-art IT infrastructure in China, Hong Kong, Malaysia and Vietnam. KT&T is not a connected person of the Company as defined in the Rules Governing the Listing of Securities of Hong Kong Limited. By order of the Board of Sinotrans Limited Gao Wei Company Secretary Beijing, 25 September, 2011 As at the date of this announcement, Zhao Huxiang, Zhang Jianwei, Tao Suyun and Li Jianzhang are executive directors of the Company; Yang Yuntao, Liu Jinghua, Jerry Hsu and Mok Chi Ming Victor are non-executive directors of the Company; and Sun Shuyi, Lu Zhengfei and Miao Yuexin are independent non-executive directors of the Company. - 2 - .