China Ocean Fishing : PLACING OF NEW SHARES UNDER GENERAL MANDATE (in PDF)

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This announcement is for information purposes only and does not constitute on invitation or offer to acquire, purchase or subscribe for any securities of the Company.

China Ocean Fishing Holdings Limited

中國海洋捕撈控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 8047) PLACING OF NEW SHARES UNDER GENERAL MANDATE Placing Agent THE PLACING

The Board is pleased to announce that on 5 September 2017 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, of up to 483,480,000 Placing Shares, to currently expected not less than six Placees, whose ultimate beneficial owners shall be Independent Third Parties, at the Placing Price of HK$0.48 per Placing Share.

The Placing Price of HK$0.48 per Placing Share represents (i) a discount of approximately 12.73% to the closing price of HK$0.55 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 15.79% to the average of the closing prices per Share of approximately HK$0.57 as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement.

The maximum number of the Placing Shares represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares.

The Placing Shares will be allotted and issued under the General Mandate. The allotment and issue of the Placing Shares is not subject to the approval of the Shareholders.

Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$232 million and the net proceeds will be approximately HK$226 million (after deduction of commission and other expenses of the Placing). The Directors intend to apply the net proceeds from Placing as to

(i) approximately HK$150 million for development of aquatic trading business with a major PRC customer for its processed food manufacturing, (ii) approximately HK$30 million for the development of fishing business in Mozambique, including the construction of fishing vessels and operating cash flows such as wages, fuel charges and other operating charges for the fishing operation, (iii) approximately HK$30 million for the purchase of cold storage in Cambodia to facilitate the storage of aquatic products before its export to the PRC; and (iv) approximately HK$16 million as general working capital of the Group.

Shareholders and potential investors of the Company shall be aware that Completion is subject to the satisfaction of the conditions precedent in the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. THE PLACING

The Board is pleased to announce that on 5 September 2017 (after trading hours of the Stock Exchange), the Company and the Placing Agent entered into the Placing Agreement in relation to the Placing.

The Placing Agreement

Date: 5 September 2017

Parties:

Issuer: The Company

Placing Agent: Kingston Securities Limited

To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owners are Independent Third Parties.

The Placing Agent will charge the Company a placing commission of 2.5% of the aggregate amount equal to the Placing Price multiplied by the actual number of Placing Shares successfully placed by the Placing Agent. The Placing commission was negotiated on arm's length basis between the Company and the Placing Agent and determined with reference to, amongst other things, the prevailing commission rate charged by other placing agents. The Directors consider that the terms of the Placing, including the Placing commission, are fair and reasonable and the Placing is in the interests of the Company and the Shareholders as a whole.

Placees

The Placing Shares are expected to be placed to not less than six Placees, whose ultimate beneficial owners shall be Independent Third Parties.

Placing Shares

As at the date of this announcement, the Company has 2,417,475,513 Shares in issue. Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the Completion, the maximum number of Placing Shares of up to 483,480,000 Shares under the Placing represents (i) approximately 20.00% of the existing issued share capital of the Company as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the Placing Shares under the Placing will be HK$4,834,800.

Placing Price

The Placing Price of HK$0.48 per Placing Share represents:

1. a discount of approximately 12.73% to the closing price of HK$0.55 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and

2. a discount of approximately 15.79% to the average of the closing prices per Share of approximately HK$0.57 as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Placing Agreement.

The Placing Price was determined with reference to, amongst other things, the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.

Ranking of Placing Shares

The Placing Shares shall rank pari passu in all respects among themselves and with the existing Shares in issue as at the date of this announcement.

Conditions of the Placing

The Placing is conditional upon:

1. the Listing Committee of the Stock Exchange granting or agreeing to grant the listing of, and permission to deal in, the Placing Shares (subject to allotment and/or despatch of certificates for the Placing Shares); and

2. the obligations of the Placing Agent under the Placing Agreement becoming unconditional and the Placing Agreement not being terminated in accordance with the terms of the Placing Agreement.

Completion

Completion shall take place within four Business Days after the fulfilment of the conditions as set out in paragraph headed "Conditions of the Placing" above are satisfied (or such other date as may be agreed between the Company and the Placing Agent in writing).

If the above conditions are not satisfied and/or waived (other than condition (i) above, which cannot be waived) in whole or in part by the Placing Agent on or before the Long Stop Date, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties hereunder will forthwith cease and determine and no party will have any claim against the others (save for any antecedent breaches hereof).

Application for listing

The Company will make an application to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.