Singamas Container : VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF 100% EQUITY INTEREST IN TARGET COMPANIES AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this 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 Singamas Container Holdings Limited, you should at once hand this circular and the accompanying proxy form to the purchaser or other 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 this 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 this circular.

SINGAMAS

ġ

勝 獅 貨 櫃 企 業 有 限 公 司

SINGAMAS CONTAINER HOLDINGS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 716)

VERY SUBSTANTIAL DISPOSAL IN RELATION TO THE DISPOSAL OF

100% EQUITY INTEREST IN TARGET COMPANIES

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Joint Financial Advisers of the Company

BOCI Asia Limited

A letter from the Board is set out on pages 6 to 22 of this circular.

A notice convening the EGM to be held at Falcon Room, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 26 June 2019 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you so wish.

31 May 2019

		CONTENTS
			Page
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Unaudited Combined Financial Information of
		the Target Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	-	Unaudited Pro Forma Financial Information of
		the Remaining Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Appendix IV	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, other than in the notice of EGM, the following expressions have the following meanings, unless the context otherwise requires:

''Agreement''	the sale and purchase agreement	dated 6 May 2019 entered
	into between the Company, the	Purchaser and the Target
	Companies in respect of the Disposal

''AIC Registration''

''Business Day''

''Board''

''Closing''

''Closing Date''

''COSCO SHIPPING''

''Company''

''Conditions Precedent''

''connected person(s)''

''Consideration''

the Target Companies' change of company registration records with the competent Market Supervision and Administration Bureau in the PRC in connection with the Disposal according to the PRC laws

a working day pursuant to the laws of the PRC

the board of Directors

the satisfaction of all the Conditions Precedent and the completion of AIC Registration, record-filing with the MOFCOM and the Transfer of Operation and Management Rights having occurred by all the Target Companies (whichever is later)

the date on which the Closing is completed

has the meaning ascribed to it under ''Information on the Purchaser'' of this circular

Singamas Container Holdings Limited, a company incorporated in the Hong Kong with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 716)

the conditions precedent to Closing and payment of the Second Instalment under the Agreement

has the same meaning ascribed thereto in the Listing Rules

the consideration for the sale and purchase of the Sale Interests

''Director(s)''

the directors of the Company

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DEFINITIONS

''Disposal''

''EGM''

''First Instalment''

''Fourth Instalment''

''Group''

''HKFRS''

''HKICPA''

''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''MOFCOM''

''Ningbo Pacific''

''PRC''

the disposal of the Sale Interests by the Company to the Purchaser pursuant to the Agreement

an extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving, among other things, the Disposal and the Agreement

has the meaning ascribed to it under ''The Disposal - The Agreement - (b) Consideration, payment terms and adjustments - Payment terms'' of this circular

has the meaning ascribed to it under ''The Disposal - The Agreement - (b) Consideration, payment terms and adjustments - Payment terms'' of this circular

the Company and its subsidiaries

the Hong Kong Financial Reporting Standards

the Hong Kong Institute of Certified Public Accountants

the Hong Kong Special Administrative Region of the PRC

29 May 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange

the Ministry of Commerce of the PRC

Ningbo Pacific Container Co., Ltd.*（寧波太平貨櫃有限公 司）, a company established in the PRC with limited liability and a wholly-owned subsidiary of the Company

the People's Republic of China and for the purpose of this c i r c u l a r , e x c l u d e s H o n g K o n g , M a c a u S p e c i a l Administrative Region and Taiwan

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	DEFINITIONS
''Profit or Loss after Closing''	has the meaning ascribed to it under ''The Disposal - The
	Agreement - (b) Consideration, payment terms and
	adjustments - Adjustments'' of this circular
''Profit or Loss of	has the meaning ascribed to it under ''The Disposal - The
the Target Companies''	Agreement - (b) Consideration, payment terms and
	adjustments - Adjustments'' of this circular
''Purchaser''	COSCO SHIPPING Financial Holdings Co., Limited 中遠
	海運金融控股有限公司, a company incorporated in Hong
	Kong with limited liability
''Qidong Pacific''	Qidong Pacific Port Co., Ltd.*（啓東太平港務有限公司）,
	a company established in the PRC with limited liability
	and a wholly-owned subsidiary of Qingdao Pacific
''Qidong Singamas''	Qidong Singamas Energy Equipment Co., Ltd.*（啓東勝獅
	能源裝備有限公司）, a company established in the PRC
	with limited liability and a wholly-owned subsidiary of the
	Company
''Qingdao Pacific''	Qingdao Pacific Container Co., Ltd.*（青島太平貨櫃有限
	公司）, a company established in the PRC with limited
	liability and a wholly-owned subsidiary of the Company
''Remaining Group''	the Group excluding the Target Companies
''Restricted Business''	the business of (i) the production and operation of
	refrigerated containers and 53-foot containers and (ii) the
	production and operation of certain standard dry cargo
	containers
''Restricted Period''	has the meaning ascribed to it under ''The Disposal - The
	Agreement - (e) Post-Closing obligations'' of this circular
''RMB''	Renminbi, the lawful currency of the PRC
''R&D''	Research and development

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