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 liabilities whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the contents of this announcement.
(incorporated in the People’s Republic of China with limited liability)
(Stock code: 598)
CONTINUING CONNECTED TRANSACTIONS
The Group has certain business relationships with (a) Sinotrans Group Company, its
subsidiaries and its associates; and (b) certain joint venture partners of the Group; and (c)
certain non wholly-owned companies of the Company, which constitute Continuing
Connected Transactions of the Company. Such business relationships have been taking
place since the Company was listed on the Stock Exchange in the year 2003. The Directors
expect such business relationships to continue and the Company has entered into agreements
for the Continuing Connected Transactions. Set out in this announcement is further
information in relation to the Continuing Connected Transactions.
As some of the Continuing Connected Transactions are Non-exempt Continuing Connected
Transactions, the Company proposes to seek Independent Shareholders’ approval of the
Non-exempt Continuing Connected Transactions subject to the New Caps in relation to the
Non-Exempt Continuing Connected Transactions.
As Sinotrans Group Company, the Connected Joint Venture Partners and the Connected
Non Wholly-Owned Companies are parties to different Continuing Connected Transactions,
further particulars of which are set out below, they are required under the Listing Rules to
abstain from voting on the single resolution to be proposed to approve all of the Non-
Exempt Continuing Connected Transactions subject to the New Caps at the EGM of the
Company to be convened for this purpose. The votes of the Independent Shareholders in the
EGM will be taken by poll.
A circular containing, among other things, details of the Continuing Connected
Transactions, the advice of the IFA and the recommendations of the Independent Board
Committee, together with a notice convening the EGM of the Company to approve the Non-
Exempt Continuing Connected Transactions subject to the New Caps will be despatched to
the Shareholders as soon as practicable.
– 1 –
I. BACKGROUND
The Group is principally engaged in the businesses of freight forwarding, express services,
shipping agency services, storage and terminal services, marine transportation and
trucking services. The Group has certain business relationships with (a) Sinotrans Group
Company, its subsidiaries and its associates; and (b) joint venture partners of the Group;
and (c) certain non wholly-owned companies of the Company, which constitute
continuing connected transactions of the Company.
Certain continuing connected transactions have been taking place since the Company was
listed on the Stock Exchange in the year 2003. Over the years as the business of the Group
grew, both organically and as a result of acquisitions of companies or formation of new
joint ventures, further continuing connected transactions relating to the core business of
the Group have arisen. The connected transactions identified by the Company were
disclosed or made subject to shareholders’ approval, as required under the Listing Rules.
Continuing Connected Transactions for the three years ended 31 December 2008 were the
subject of the Company’s announcements dated 26th January, 2006, 13th June, 2006, 19th
January, 2007, 27th March, 2007 and 18th August, 2008, and shareholders’ circulars dated
3rd March, 2006 and 13th April, 2007. The Directors intend that such business
relationships will continue and the Company has entered into the fixed term agreements
required under Rule 14A.35 of the Listing Rules for such the Continuing Connected
Transactions. To the extent that the relevant Continuing Connected Transactions
constitute Non-exempt Continuing Connected Transactions, the Company will seek
Independent Shareholders’ approval of them at the EGM subject to the relevant New
Caps.
– 2 –
II. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS WHICH REQUIRE
REPORTING, ANNOUNCEMENT AND INDEPENDENT SHAREHOLDERS’
APPROVAL
Set out below is a summary of the Non-Exempt Continuing Connected Transactions
which require Independent Shareholders’ approval:
A. Transactions with the Sinotrans Group Company, its subsidiaries and their associates
under the Master Business Services Agreement (Note)
Types of Non-Exempt
Continuing Connected
Transaction Nature of transaction
Transactions involving the provision of services to members of the Sinotrans Group andtheir associates
Provision oftransportation andlogistic services
The Group may from time to time provide such services tomembers of the Sinotrans Group and their associates whichoperates transportations and logistics business (includingfreight forwarding, express services, shipping agency, storageand terminal services) in the PRC outside those areas inwhich the Group has its core operations and also to provideservices to those members of the Sinotrans Group and theirassociates who are not in the same line of business (such astrading companies) who may require the Group’stransportation and logistics services.
Transactions involving the receipt of services from members of the Sinotrans Group andtheir associates
Receipt oftransportation andlogistics services
The Group may require from time to time transportation andlogistics services from members of the Sinotrans Group andtheir associates so as to enable the Group to provide end-to-end transportation and logistics services (including freightforwarding, express services, shipping agency, storage andterminal services) to customers covering locations in whichthe Group does not have operations. For example, theservices of Sinotrans Group and their associates are mainlyfor the purposes of effecting local or overseas delivery,distribution and storage of cargo at destinations where theGroup does not have such operations; vessels owned oroperated by the Group may require shipping agency servicesof overseas companies within the Sinotrans Group and theirassociates. The Group will continue to charter vessels fromthe Sinotrans Group. The Group will also from time to timeleases containers of varying specifications from associates ofSinotrans Group Company. In line with market practice, thecontainers are leased on a as needed basis and are subject toan agreed daily rental (which varies by reference to the size,type and number of containers leased and the term of thelease).
– 3 –
Note: The price under the Master Business Services Agreement dated 4 February 2009, in respect of
the provision and receipt of transportation and logistic services, chartering of vessels and
leasing of containers, was determined at the market price charged by independent third parties
under normal commercial terms. The Master Business Services Agreement is conditional upon
the approval of the Independent Shareholders at the EGM. The term of the Master Business
Services Agreement is for 3 years, commencing on 1st January, 2009 and ending on 31st
December, 2011.
The Directors (excluding the independent non-executive Directors whose views are to
be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) are of the view that the terms of the Master Business Services
Agreement are fair and reasonable so far as the Shareholders are concerned and in the
interest of the Company and its shareholders as a whole.
During 2006, 2007 and the six months ended 30 June 2008, the turnover/expenses of
the Group attributable to each of the above transactions to Sinotrans Group were as
follows:
Amount (RMB)
2006 2007
Six months
ended 30 June
2008
Provision of transportation and
logistic services 415,480,000 424,480,000 109,320,000
Annual cap in respect of
provision of transportation
services 699,000,000 1,012,000,000 1,489,000,000
Receipt of transportation and
logistics services 312,480,000 355,330,000 156,770,000
Annual cap in respect of receipt
of transportation services 511,058,000 659,250,000 1,003,000,000
The Company proposes that the maximum cap of each the above types of
transactions (in respect of which Independent Shareholders’ approval is proposed
to be sought at the EGM) for 2009, 2010 and 2011 be capped as follows:
Amount (RMB)
2009 Cap
(Note 1)
2010 Cap
(Note 1)
2011 Cap
(Note 1)
Provision of transportation and
logistic services
(Notes 2 & 3) 771,000,000 1,002,000,000 1,303,000,000
Receipt of transportation and
logistics services
(Notes 2 & 3) 888,000,000 1,154,000,000 1,500,000,000
– 4 –
Notes:
1. These figures represent the estimated maximum cap in respect of transactions of the relevant type
which the Group may undertake during the relevant financial years. The actual amount of
transaction may be different. Taking into account the bases for the determination of the caps as
detailed below, the Board (other than members of the Independent Board Committee whose
views will be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) considers that the New Caps set out above are fair and reasonable.
2. The relevant caps have been determined by reference to:
(i) the historical value of the transactions in respect of the provision of transportation and
logistic services by the Group to the Sinotrans Group and its associates;
(ii) the historical value of the transactions in respect of the receipt of transportation and logistic
services by the Group from the Sinotrans Group and its associate;
(iii) the historical and current time charter rates and the increase in the number of vessels being
chartered;
(iv) to allow a buffer for the inherent volatility of vessel chartering rates;
(v) the historical value of the amount paid by the Group in respect of the leasing of containers
from the Sinotrans Group;
(vi) the historical growth of the Group’s turnover; and
(vii) to allow a buffer for the inherent volatility of business in the transportation and logistics
services industry (which is affected by the volatility in oil price, the increase in demand for
transportation and logistics services with the increase in export and import volume in the
PRC) and perceived increase in demand for the Group’s services with continued economic
growth of the PRC and on the implementation of the Group’s strategy to expand its
domestic operations, overseas network, scope of services and newly-developed services and
products.
3. Payment for the provision and receipt of the above transportation and logistic services will be
made by cash in accordance with the standard terms of sale or provision of services of the
provider from time to time.
B. Transactions with Connected Joint Venture Partners
The Group has business relationships with certain joint venture partners of the Group
and its associates which constitute continuing connected transactions. The Group
intends to continue its business relationships with 大連日通外運物流有限公司 (Nittsu
Sinotrans Logistic Dalian Co., Ltd.*) and 大新華輪船(烟台)有限公司 (Grand China
Shipping (Yantai) Co. Ltd*). Each of the above Connected Joint Venture Partners are
connected persons of the Company solely by reason that each of them is a substantial
shareholder or an associate of a substantial shareholder of certain non-wholly owned
subsidiaries of the Company, further particulars relating to which are included in the
notes to the table below. To the best of the Directors’ knowledge, information and
belief having made all reasonable enquiries, none of the Connected Joint Venture
Partners are connected with each other.
– 5 –
Provision and receipt of transportation and logistics services
To comply with the requirements of the Listing Rules, the Company has on 4
February 2009 entered into a master services agreement with each of the following
Connected Joint Venture Partners, namely, (i) 大連日通外運物流有限公司 (Nittsu
Sinotrans Logistic Dalian Co., Ltd.*); and (ii) 大新華輪船(烟台)有限公司 (Grand
China Shipping (Yantai) Co. Ltd*), for the provision and receipt of transportation
and logistics services (including freight forwarding services, shipping agency, storage
and terminal services). The term of the master services agreement with each of the
above Connected Joint Venture Partners is for a term of 3 years commencing on 1st
January, 2009 and ending on 31st December, 2011. The master services agreements
provide that services must be charged at the market price charged by independent
third parties on normal commercial terms.
The Directors (excluding the independent non-executive Directors whose views are to
be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) are of the view that the terms of the master services agreements
signed by the relevant Connected Joint Venture Partners are fair and reasonable so
far as the Shareholders are concerned and in the interest of the Company and its
shareholders as a whole.
The table below sets out the turnover/expenses of the Group attributable to the
transactions with each of the following Connected Joint Venture Partners and its
associates during 2006, 2007 and the six months ended 30 June, 2008 and the
maximum cap for the value of transportation and logistic services to be provided and
received by the Group respectively (in respect of which Independent Shareholders’
approval is proposed to be sought at the EGM) with each of the following Connected
Joint Venture Partners and its associates for the years 2009, 2010 and 2011 :
Amount (RMB)
2006 2007
Six months
ended
30 June
2008 2009 Cap 2010 Cap 2011 Cap
(Note 1) (Note 1) (Note 1)
大連日通外運物流有限公司
(Nittsu Sinotrans Logistic
Dalian Co., Ltd.*)
(Notes 2, 3 & 5)
Provision of
transportation and
logistics services
19,780,000 16,630,000 27,810,000 167,000,000 251,000,000 376,000,000
Receipt of
transportation and
logistics services
3,170,000 7,290,000 2,550,000 16,000,000 23,000,000 35,000,000
Total 22,950,000 23,920,000 30,360,000 183,000,000 274,000,000 411,000,000
大新華輪船(烟台)有限公司
(Grand China Shipping
(Yantai) Co. Ltd*)
(Notes 2, 4 & 5)
Provision of
transportation and
logistics services
— — — 9,000,000 13,000,000 20,000,000
Receipt of
transportation and
logistics services
— — — 200,000,000 300,000,000 450,000,000
Total — — — 209,000,000 313,000,000 470,000,000
– 6 –
Notes:
1. These figures represent the estimated maximum cap in respect of transactions of the relevant type
which the Group will undertake during the relevant financial years in respect of which
independent shareholders’ approval is proposed to be sought at the EGM. The actual amount of
transaction may be different. Taking into account the bases for the determination of the caps as
detailed below, the Board (other than members of the Independent Board Committee whose
views will be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) considers that the New Caps set out above are fair and reasonable.
2. The relevant estimates have been determined by reference to (i) the historical value of the
transactions with the Connected Joint Venture Partners and their associates for the years 2006,
2007 and the six months ended 30 June, 2008; and (ii) the plans and requirements of the Group,
after allowing a buffer for the inherent volatility of business in the transportation and logistics
services industry and perceived increase in demand for the Group’s services generally with the
continued economic growth of the PRC and the implementation of the Group’s strategy to
expand its domestic operations and overseas network and, as customers seek the services of the
more established and financially sound transportation and logistics services providers such as the
Group to manage perceived risks associated with the current global economic downturn.
3. 大連日通外運物流有限公司 (Nittsu Sinotrans Logistic Dalian Co., Ltd.*) is an associate of a
substantial shareholder (i.e. 日本通運株式會社 (Nippon Express Co., Ltd.*)) of another non-
wholly owned subsidiary of the Company. Based on the information provided to the Company by
大連日通外運物流有限公司 (Nittsu Sinotrans Logistic Dalian Co., Ltd.*), it is engaged in the
business of provision of transportation and logistic services.
4. 大新華輪船(烟台)有限公司 (Grand China Shipping (Yantai) Co. Ltd*) is a substantial
shareholder of a subsidiary of the Company, owning 49% interest in such subsidiary. Based on
the information provided to the Company by 大新華輪船(烟台)有限公司 (Grand China Shipping
(Yantai) Co. Ltd*), it is engaged in the business of provision of transportation and logistic
services. 大新華輪船(烟台)有限公司 (Grand China Shipping (Yantai) Co. Ltd*), which was
previously not a connected person of the Company, became a connected person of the Company
as a result of the acquisition of substantial equity interest in a joint venture subsidiary of the
Company from a joint venture partner of the Group 烟台烟源國際貨運代理有限公司 (Yantai
Yanyuan International Freight Forwarding Co. Ltd*) and thereby becoming a substantial
shareholder of such joint venture (which is a subsidiary of the Company).
5. Payment for the provision and receipt of the above services will be made by cash in accordance
with the standard terms of sale or provision of services of the provider from time to time.
– 7 –
C. Transactions with Connected Non Wholly-Owned Companies
The Group has also received and provided transportation and logistics services with
the following Connected Non Wholly-Owned Companies: 江門中外運倉碼有限公司
(Sinotrans Grangdong Jiangmen Warehousing & Terminal Co., Ltd.*) and 江門外海
運輸實業有限公司 (Jiangmen Foreign Transportation & Enterprises Co., Ltd.*), 青島
金運航空貨運代理有限公司 (Qingdao Jinyun Air Cargo Freight Forwarding Co.
Ltd.*), and 山東中外運弘志物流有限公司 (Sinotrans Shandong Hongzhi Logistics
Co. Ltd*) (formerly known as 山東外運弘志國際集裝箱運輸有限公司 (Sinotrans
Shandong Hongzhi International Container Transportation Co., Ltd.*)). 江門中外運
倉碼有限公司 (Sinotrans Grangdong Jiangmen Warehousing & Terminal Co., Ltd.*)
and 江門外海運輸實業有限公司 (Jiangmen Foreign Transportation & Enterprises
Co., Ltd.*), are both subsidiaries of the Company and associates of substantial
shareholders of other subsidiaries of the Company and each of 青島金運航空貨運代理
有限公司 (Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd.*) and 山東中外運
弘志物流有限公司 (Sinotrans Shandong Hongzhi Logistics Co. Ltd*) (formerly
known as 山東外運弘志國際集裝箱運輸有限公司 (Sinotrans Shandong Hongzhi
International Container Transportation Co., Ltd.*)) is a non-wholly owned
subsidiary of the Company and in respect of which Sinotrans Group Company, a
connected person at the listed company level, holds more than 10% of each of their
total equity interest, further details relating to which are included in the notes to the
table below.
The Group intends to continue such business relationships with the Connected Non
Wholly-Owned Companies. To comply with the requirements of the Listing Rules,
the Company has on 4 February 2009 entered into master services agreements with
each of the following Connected Non Wholly-Owned Companies, namely, (i) 江門中
外運倉碼有限公司 (Sinotrans Grangdong Jiangmen Warehousing & Terminal Co.,
Ltd.*) and 江門外海運輸實業有限公司 (Jiangmen Foreign Transportation &
Enterprises Co., Ltd.*); (ii) 青島金運航空貨運代理有限公司 (Qingdao Jinyun Air
Cargo Freight Forwarding Co. Ltd.*); and (iii) 山東中外運弘志物流有限公司
(Sinotrans Shandong Hongzhi Logistics Co. Ltd *) (formerly known as 山東外運弘
志國際集裝箱運輸有限公司 (Sinotrans Shandong Hongzhi International Container
Transportation Co., Ltd.*)), for the provision and receipt of the respective
transportation and logistics services (including freight forwarding services, express
services, shipping agency, storage and terminal services) with the respective
Connected Non Wholly-Owned Companies. The term of the master services
agreement is for a period of three years commencing on 1st January, 2009 and
ending on 31st December, 2011. The master services agreements provide that services
must be charged at the market price charged by independent third parties on normal
commercial terms.
The Directors (excluding the independent non-executive Directors whose views are to
be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) are of the view that the terms of the master services agreements
signed by the relevant Connected Non Wholly-Owned Companies are fair and
reasonable so far as the Shareholders are concerned and in the interest of the
Company and its shareholders as a whole.
– 8 –
The table below sets out the turnover/expenses of the Group attributable to the
transactions with each of the following Connected Non Wholly-Owned Companies
and its associates during 2006, 2007 and the six months ended 30 June, 2008 and the
maximum cap for the value of transportation and logistic services to be provided and
received by the Group respectively (in respect of which Independent Shareholders’
approval is proposed to be sought at the EGM) with each of the following Connected
Non Wholly-Owned Companies and its associates for the years 2009, 2010 and 2011 :
Amount (RMB)
2006 2007
Six months
ended
30 June
2008 2009 Cap 2010 Cap 2011 Cap
(Note 1) (Note 1) (Note 1)
江門中外運倉碼有限公司
(Sinotrans Guangdong
Jiangmen Warehousing &
Terminal Co., Ltd.*) and
江門外海運輸實業有限公司
(Jiangmen Foreign
Transportation & Enterprises
Co., Ltd.*)
(Notes 2, 3, 6 & 7)
Provision of
transportation and
logistics services
94,220,000 89,960,000 38,700,000 233,000,000 349,000,000 523,000,000
Receipt of
transportation and
logistics services
35,860,000 31,840,000 16,490,000 100,000,000 149,000,000 223,000,000
Total 130,080,000 121,800,000 55,190,000 333,000,000 498,000,000 746,000,000
青島金運航空貨運代理有限公司
(Qingdao Jinyun Air Cargo
Freight Forwarding Co.
Ltd.*)
(Notes 2, 4, 6 & 7)
Provision of
transportation and
logistics services
2,730,000 3,830,000 11,970,000 71,820,000 107,730,000 161,600,000
Receipt of
transportation and
logistics services
1,200,000 3,690,000 1,370,000 8,220,000 12,330,000 18,500,000
Total 3,930,000 7,520,000 13,340,000 80,040,000 120,060,000 180,100,000
山東中外運弘志物流有限公司
(Sinotrans Shandong
Hongzhi Logistics Co. Ltd*)
(formerly known as 山東外運
弘志國際集裝箱運輸有限公司
(Sinotrans Shandong
Hongzhi International
Container Transportation
Co., Ltd.*))
(Notes 2, 5, 6 & 7)
Provision of
transportation and
logistics services
35,110,000 72,530,000 72,750,000 437,000,000 655,000,000 983,000,000
Receipt of
transportation and
logistics services
860,000 1,160,000 610,000 4,000,000 5,500,000 9,000,000
Total 35,970,000 73,690,000 73,360,000 441,000,000 660,500,000 992,000,000
Notes:
1. These figures represent the estimated maximum cap in respect of the transactions of the relevant
type which the Group will undertake during the relevant financial years in respect of which
Independent Shareholders’ approval is proposed to be sought at the EGM. The actual amount of
transaction may be different. Taking into account the bases for the determination of the caps as
detailed below, the Board (other than members of the Independent Board Committee whose
views will be included in the shareholders’ circular to be issued by the Company as mentioned in
this announcement) considers that the New Caps set out above are fair and reasonable.
2. As the above companies are also subsidiaries of the Company, the relevant estimated maximum
transaction value have been determined with reference to (i) the historical value of the
transactions with the Connected Non Wholly-Owned Companies and their associates for the
years 2006, 2007 and the six months ended 30 June, 2008; and (ii) the plans and requirements of
the Group, after allowing a buffer for the inherent volatility of business in the transportation and
logistics services industry and perceived increase in demand for the Group’s services generally
with the continued economic growth of the PRC and the implementation of the Group’s strategy
– 9 –
to expand its domestic operations and overseas network and, as customers seek the services of the
more established and financially sound transportation and logistics services providers such as the
Group to manage perceived risks associated with the current global economic downturn.
3. 江門外海運輸實業有限公司 (Jiangmen Foreign Transportation & Enterprises Co., Ltd.*) is an
associate of a substantial shareholder of another subsidiary of the Company (i.e. 江門中外運倉碼
有限公司 (Sinotrans Guangdong Jiangmen Warehousing & Terminal Co., Ltd.*) and is an
indirect non-wholly owned subsidiary which is owned as to 60% by the Company. 江門中外運倉
碼有限公司 (Sinotrans Guangdong Jiangmen Warehousing & Terminal Co., Ltd.*) is an associate
of the same substantial shareholder of 江門外海運輸實業有限公司 (Jiangmen Foreign
Transportation & Enterprises Co., Ltd.*) and is an indirect non-wholly owned subsidiary
which is owned as to 60% by the Company. Accordingly, the transactions by the Group with
these two non-wholly owned subsidiaries are aggregated in accordance with the Listing Rules.
4. 青島金運航空貨運代理有限公司 (Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd.*) is a
non-wholly owned subsidiary of the Company and in respect of which Sinotrans Group
Company, a connected person at the listed company level, holds more than 10% of each of their
total equity interest. Given the recent economic downturn and stock market decline, the market
capitalization of the Company has decreased significantly thereby causing the continuing
connected transaction with 青島金運航空貨運代理有限公司 (Qingdao Jinyun Air Cargo Freight
Forwarding Co. Ltd.*), which were previously exempted from announcement, reporting and
Independent Shareholders’ approval requirements, to become subject to announcement,
reporting and Independent Shareholders’ approval requirements.
5. 山東中外運弘志物流有限公司 (Sinotrans Shandong Hongzhi Logistics Co. Ltd*) (formerly
known as 山東外運弘志國際集裝箱運輸有限公司 (Sinotrans Shandong Hongzhi International
Container Transportation Co., Ltd.*)) is a non-wholly owned subsidiary of the Company and in
respect of which Sinotrans Group Company, a connected person at the listed company level,
holds more than 10% of each of their total equity interest.
6. Save as disclosed in the notes above and as far as the Company is aware, the other shareholders
(other than a member of the Group) of the non-wholly owned subsidiaries set out in the table
above, are independent of the other shareholders (other than a member of the Group) of the
other non-wholly owned subsidiaries set out in the table above.
7. Payment for the provision and receipt of the above services will be made by cash in accordance
with the standard terms of sale or provision of services of the provider from time to time.
– 10 –
III. LISTING RULES COMPLIANCE IN RESPECT OF THE NON-EXEMPT
CONTINUING CONNECTED TRANSACTIONS
As certain of the percentage ratios of the New Caps in respect of the above Non-exempt
Continuing Connected Transactions on an annual basis exceeds 2.5%, the above Non-
exempt Continuing Connected Transactions and the relevant New Caps are in accordance
with Chapter 14A of the Listing Rules, subject to the reporting, announcement and
Independent Shareholders’ approval requirements under the Listing Rules. Independent
Shareholders’ approvals are proposed to be sought in respect of the above Non-exempt
Continuing Connected Transactions set out in the section headed ‘‘II. Non-exempt
Continuing Connected Transactions which require Reporting, Announcement and
Independent Shareholders’ approval’’.
IV. NON-EXEMPT CONTINUING CONNECTED TRANSACTIONS WHICH ARE
SUBJECT TO ANNOUNCEMENT AND REPORTING REQUIREMENTS ONLY
Apart from the transactions under the Master Business Services Agreement, the Group
also has other transactions with Sinotrans Group, its subsidiaries and its associates in
relation to the leasing of properties from the Sinotrans Group, which taking into account
of the estimated annual size of such transactions, does not require Independent
Shareholders’ approval of such transactions, but are subject to announcement and
reporting requirements under the Listing Rules. In addition, the Group also has business
relationships with (a) certain of its joint venture partners; and (b) certain non wholly-
owned subsidiaries of the Company (other than those who are associates of Sinotrans
Group Company) which are connected persons of the Company under the Listing Rules.
The Group anticipates that the percentage ratios in respect of the following connected
transactions on an annual basis will exceed 0.1% but will be less than 2.5%. Accordingly,
under the Listing Rules, they are subject to announcement and reporting requirements
only.
A. Transactions with Sinotrans Group, its subsidiaries and its associates
Properties Leasing
The Group currently leases from Sinotrans Group a number of properties in the
various locations at which the Group operates including Zhejiang, Tianjin, Shanghai,
Shandong, Liaoning, Guangdong, Lianyungang, Jiangsu, Hubei, Fujian, Beijing.
Rental of the premises have been determined based on market rental and are subject
to adjustment annually by reference to the then prevailing market rental of the
relevant premises. To comply with the requirements of the Listing Rules, the
Company has on 4 February 2009 entered into the Master Lease Agreement with
Sinotrans Group Company, for the leasing of properties from the Sinotrans Group.
The Master Lease Agreement dated 4 February 2009 sets out the rental for each of the
properties leased by the Group. The parties to the Master Lease Agreement may
make yearly adjustments to the original rental amount for each property provided
that after such adjustments, the rental amount for that particular property shall not
exceed the market rent. The Group also has a right under the Master Lease
Agreement to lease other properties from the Sinotrans Group instead of the existing
properties set out in the Master Lease Agreement. The term of the Master Lease
Agreement is for a term of three years commencing on 1 January 2009. Rental
payment will be paid by cash by the Group. The Directors (including the independent
– 11 –
non-executive Directors) are of the view that the terms of the Master Lease
Agreement are fair and reasonable so far as the Shareholders are concerned and in the
interest of the Company and its shareholders as a whole.
The Group anticipates that the percentage ratios in respect of its rental to be paid to
Sinotrans Group under the Master Lease Agreement on an annual basis will exceed
0.1% but will be less than 2.5%. Accordingly, such transactions will be subject to the
announcement and reporting requirements set out in Rules 14A.45 to 14A.47. The
table below sets out the expenses of the Group attributable to the leasing of
properties from Sinotrans Group during 2006, 2007 and the six months ended 30 June
2008 and the maximum cap in respect of the leasing of properties from Sinotrans
Group for the years 2009, 2010 and 2011 :
Amount (RMB)
2006 2007 2008 2009 Cap 2010 Cap 2011 Cap
Expenses in respect of
Leasing of
Properties
52,591,000 45,835,000 14,933,000
(for 6 months
ended
30 June 2008)
69,000,000
(Note 1)
69,000,000
(Note 1)
69,000,000
(Note 1)
Annual Cap in respect
of Leasing of
Properties
55,110,000 55,110,000 55,110,000 — — —
Note 1 : The relevant caps have been determined by reference to (i) the historical rentals paid by the
Group to the Sinotrans Group; (ii) the expected requirements of the Group to lease properties
from the Sinotrans Group in the following years; (iii) the market rates for properties of similar
quality properties in similar locations to be leased by the Group. Taking into account the
bases for the determination of the caps as detailed above, the Board (including the
independent non-executive Directors) considers that the New Caps set out above are fair and
reasonable.
B. Transactions with Connected Joint Venture Partners
The Group has business relationships with certain joint venture partners of the Group
and its associates which constitute continuing connected transactions. The Group
intends to continue its business relationships with the following Connected Joint
Venture Partners, 日本山九株式會社 (Sankyu Inc.*), 怡和船務代理(中國)有限公司
(Jardine Shipping Agencies (China) Ltd*), 上海華發國際貨運有限公司 (Shanghai
Huafa International Freight Transportation Co. Ltd.*) and 華發騰飛國際貨運有限公
司 (Huafa Tengfei International Freight Transportation Co. Ltd.*) and 香港金發船務
有限公司 (Hong Kong Golden Fortune Shipping Co. Ltd.*). Each of the above
Connected Joint Venture Partners are connected persons of the Company solely by
reason that each of them is a substantial shareholder of certain non-wholly owned
subsidiaries of the Company, further particulars relating to which are included in the
notes to the table below. To the best of the Directors’ knowledge, information and
belief having made all reasonable enquiries, none of the Connected Joint Venture
Partners are connected with each other.
To comply with the requirements of the Listing Rules, the Company has on 4
February 2009 entered into a master services agreement with each of the following
Connected Joint Venture Partners, namely, (i) 日本山九株式會社 (Sankyu Inc.*); (ii)
怡和船務代理(中國)有限公司 (Jardine Shipping Agencies (China) Ltd*); (iii) 上海華發
– 12 –
國際貨運有限公司 (Shanghai Huafa International Freight Transportation Co. Ltd.*)
and 華發騰飛國際貨運有限公司 (Huafa Tengfei International Freight Transportation
Co. Ltd.*); and (iv) 香港金發船務有限公司 (Hong Kong Golden Fortune Shipping
Co. Ltd.*), for the provision and receipt of transportation and logistics services
(including freight forwarding services, shipping agency, storage and terminal
services). The term of the master services agreement with each of the above
Connected Joint Venture Partners is for a term of 3 years commencing on 1st
January, 2009 and ending on 31st December, 2011. The master services agreements
provide that services must be charged at the market price charged by independent
third parties on normal commercial terms.
The Directors (including the independent non-executive Directors) are of the view
that the terms of the master services agreements signed by the relevant Connected
Joint Venture Partners are fair and reasonable so far as the Shareholders are
concerned and in the interest of the Company and its shareholders as a whole.
The Group anticipates that the percentage ratios in respect of its continuing
connected transactions with each of the following Connected Joint Venture Partners
and its associates on an annual basis will exceed 0.1% but will be less than 2.5%.
Accordingly, such transactions will be subject to announcement and reporting
requirements set out in Rules 14A.45 to 14A.47. The table below sets out the
turnover/expenses of the Group attributable to the transactions with each of the
following Connected Joint Venture Partners and its associates during 2006, 2007 and
the six months ended 30 June, 2008 and the maximum cap for the value of
transportation and logistic services to be provided and received by the Group
respectively with each of the following Connected Joint Venture Partners and its
associates for the years 2009, 2010 and 2011 :
Amount (RMB)
2006 2007
Six months
ended
30 June
2008 2009 Cap 2010 Cap 2011 Cap
(Note 1) (Note 1) (Note 1)
日本山九株式會社
(Sankyu Inc.*)
(Notes 2, 3 & 7)
Provision of
transportation and
logistics services
17,820,000 14,220,000 7,830,000 47,000,000 71,000,000 106,000,000
Receipt of
transportation and
logistics services
3,120,000 1,260,000 2,600,000 16,000,000 24,000,000 36,000,000
Total 20,940,000 15,480,000 10,430,000 63,000,000 95,000,000 142,000,000
怡和船務代理(中國)有限公司
(Jardine Shipping Agencies
(China) Ltd*)
(Notes 2, 4 & 7)
Provision of
transportation and
logistics services
14,180,000 11,830,000 7,760,000 47,000,000 70,000,000 105,000,000
Receipt of
transportation and
logistics services
13,290,000 4,280,000 5,150,000 31,000,000 47,000,000 70,000,000
Total 27,470,000 16,110,000 12,910,000 78,000,000 117,000,000 175,000,000
– 13 –
Amount (RMB)
2006 2007
Six months
ended
30 June
2008 2009 Cap 2010 Cap 2011 Cap
(Note 1) (Note 1) (Note 1)
上海華發國際貨運有限公司
(Shanghai Huafa
International Freight
Transportation Co. Ltd.*)
and 華發騰飛國際貨運
有限公司 (Huafa Tengfei
International Freight
Transportation Co. Ltd.*)
(Notes 2, 5 & 7)
Provision of
transportation and
logistics services
4,880,000 1,710,000 200,000 1,300,000 1,900,000 2,800,000
Receipt of
transportation and
logistics services
13,780,000 12,910,000 5,520,000 34,000,000 50,000,000 75,000,000
Total 18,660,000 14,620,000 5,720,000 35,300,000 519,000,000 77,800,000
香港金發船務有限公司 (Hong
Kong Golden Fortune
Shipping Co. Ltd.*)
(Notes 2, 6 & 7)
Provision of
transportation and
logistics services
2,310,000 3,880,000 280,000 1,800,000 2,600,000 3,900,000
Receipt of
transportation and
logistics services
1,780,000 1,630,000 910,000 5,500,000 8,200,000 12,300,000
Total 4,090,000 5,510,000 1,190,000 7,300,000 10,800,000 16,200,000
Notes:
1. These figures represent the estimated maximum cap in respect of transactions of the relevant type
which the Group will undertake during the relevant financial years. The actual amount of
transaction may be different. Taking into account the bases for the determination of the caps as
detailed below, the Board (including the independent non-executive Directors) considers that the
New Caps set out above are fair and reasonable.
2. The relevant estimates have been determined by reference to (i) the historical value of the
transactions with the Connected Joint Venture Partners and their associates for the years 2006,
2007 and the six months ended 30 June, 2008; and (ii) the plans and requirements of the Group,
after allowing a buffer for the inherent volatility of business in the transportation and logistics
services industry and perceived increase in demand for the Group’s services generally with the
continued economic growth of the PRC and the implementation of the Group’s strategy to
expand its domestic operations and overseas network and, as customers seek the services of the
more established and financially sound transportation and logistics services providers such as the
Group to manage perceived risks associated with the current global economic downturn.
3. 日本山九株式會社 (Sankyu Inc.*) is a substantial shareholder of a subsidiary of the Company,
owning 40% interest in such subsidiary. Based on the information provided to the Company by
日本山九株式會社 (Sankyu Inc.*), it is engaged in the business of provision of transportation and
logistic services.
4. 怡和船務代理(中國)有限公司 (Jardine Shipping Agencies (China) Ltd*) is a substantial
shareholder of a subsidiary of the Company, owning 49% interest in such subsidiary. Based on
the information provided to the Company by 怡和船務代理(中國)有限公司 (Jardine Shipping
Agencies (China) Ltd*), it is engaged in the business of provision of transportation and logistic
services. 怡和船務代理(中國)有限公司 (Jardine Shipping Agencies (China) Ltd*), which was
previously not a connected person of the Company, became a connected person of the Company
as a result of forming joint venture with subsidiaries of the Company and thereby becoming a
substantial shareholder of such joint venture (which is a subsidiary of the Company). Before
becoming a connected person of the Company, 怡和船務代理(中國)有限公司 (Jardine Shipping
Agencies (China) Ltd*) has been conducting ordinary and usual course of business transactions
– 14 –
with members of the Group. As a result of becoming a connected person of the Company, such
transactions have become continuing connected transactions which are subject to announcement
and reporting requirements.
5. 上海華發國際貨運有限公司 (Shanghai Huafa International Freight Transportation Co. Ltd.*) is
an associate of 香港金發船務有限公司 (Hong Kong Golden Fortune Shipping Co. Ltd.*) a
substantial shareholder of another subsidiary of the Company (i.e. 上海中外運化工國際物流有限
公司 (Sinotrans Shanghai Chemical International Logistics Co. Ltd.*)) and is an indirect non-
wholly owned subsidiary which is owned as to 67% by the Company. 華發騰飛國際貨運有限公司
(Huafa Tengfei International Freight Transportation Co. Ltd.*) is an indirect non-wholly owned
subsidiary of 上海華發國際貨運有限公司 (Shanghai Huafa International Freight Transportation
Co. Ltd.*) and is 10% owned by a substantial shareholder of a subsidiary of the Company.
Accordingly, the transactions by the Group with these two non-wholly owned subsidiaries are
aggregated in accordance with the Listing Rules. Given the recent economic downturn and stock
market decline, the market capitalization of the Company has decreased significantly thereby
causing the continuing connected transactions with 上海華發國際貨運有限公司 (Shanghai Huafa
International Freight Transportation Co. Ltd.*) and 華發騰飛國際貨運有限公司 (Huafa Tengfei
International Freight Transportation Co. Ltd.*), which were previously exempted from
announcement, reporting and Independent Shareholders’ approval requirements, to become
subject to announcement and reporting requirements.
6. 香港金發船務有限公司 (Hong Kong Golden Fortune Shipping Co. Ltd.*) is a substantial
shareholder of a subsidiary of the Company, owning 33% interest in such subsidiary. Based on
the information provided to the Company by 香港金發船務有限公司 (Hong Kong Golden
Fortune Shipping Co. Ltd.*), it is engaged in the business of provision of transportation and
logistic services. Given the recent economic downturn and stock market decline, the market
capitalization of the Company has decreased significantly thereby causing the continuing
connected transactions with 香港金發船務有限公司 (Hong Kong Golden Fortune Shipping Co.
Ltd.*), which were previously exempted from announcement, reporting and Independent
Shareholders’ approval requirements, to become subject to announcement and reporting
requirements.
7. Payment for the provision and receipt of the above services will be made by cash in accordance
with the standard terms of sale or provision of services of the provider from time to time.
C. Transactions with Non Wholly-Owned Subsidiaries of the Company
The Group has also received and provided transportation and logistics services with
the following Connected Non Wholly-Owned Companies of the Company 寧波太平國
際貿易聯運有限公司 (Ningbo Taiping International Trade Transportation Co.,
Ltd.*) and 上海華星國際集裝箱貨運有限公司 (Shanghai Huasing International
Container Freight Transportation Co., Ltd.*) and 青島聯通報關有限公司 (Qingdao
Liantong Customs Co. Ltd.*). 寧波太平國際貿易聯運有限公司 (Ningbo Taiping
International Trade Transportation Co., Ltd.*) and 上海華星國際集裝箱貨運有限公
司 (Shanghai Huasing International Container Freight Transportation Co., Ltd.*)
are both subsidiaries of the Company and associates of substantial shareholders of
other subsidiaries of the Company and 青島聯通報關有限公司 (Qingdao Liantong
Customs Co. Ltd.*) is a non-wholly owned subsidiary of the Company and in respect
of which Sinotrans Group Company, a connected person at the listed company level,
holds more than 10% of each of their total equity interest, further details relating to
which are included in the notes to the table below.
The Group intends to continue such business relationships with the Connected Non
Wholly-Owned Companies. To comply with the requirements of the Listing Rules,
the Company has on 4 February 2009 entered into master services agreements with
each of the following Connected Non Wholly-Owned Companies, namely, (i) 寧波太
– 15 –
平國際貿易聯運有限公司 (Ningbo Taiping International Trade Transportation Co.,
Ltd.*) and 上海華星國際集裝箱貨運有限公司 (Shanghai Huasing International
Container Freight Transportation Co., Ltd.*); and (ii) 青島聯通報關有限公司
(Qingdao Liantong Customs Co. Ltd.*) for the provision and receipt of the
respective transportation and logistics services (including freight forwarding
services, express services, shipping agency, storage and terminal services) with the
respective Connected Non Wholly-Owned Companies. The term of the master
services agreement is for a period of three years commencing on 1st January, 2009
and ending on 31st December, 2011. The master services agreements provide that
services must be charged at the market price charged by independent third parties on
normal commercial terms. The Directors (including the independent non-executive
Directors) are of the view that the terms of the master services agreements with each
of the above Connected Non Wholly-Owned Companies are fair and reasonable so
far as the Shareholders are concerned and in the interest of the Company and its
shareholders as a whole.
The Group anticipates that the percentage ratios in respect of its continuing
connected transactions with each of the following Connected Non Wholly-Owned
Companies and its associates on an annual basis will exceed 0.1% but will be less than
2.5%. Accordingly, such transactions will be subject to announcement and reporting
requirements set out in Rules 14A.45 to 14A.47. The table below sets out the
turnover/expenses of the Group attributable to the transactions with each of the
following Connected Non Wholly-Owned Companies and its associates during 2006,
2007 and the six months ended 30 June, 2008 and the maximum cap for the value of
transportation and logistics services provided and received by the Group respectively
with each of the following Connected Non Wholly-Owned Companies and its
associates for the years 2009, 2010 and 2011 :
Amount (RMB)
2006 2007
Six months
ended
30 June
2008 2009 Cap 2010 Cap 2011 Cap
(Note 1) (Note 1) (Note 1)
寧波太平國際貿易聯運有限公司
(Ningbo Taiping
International Trade
Transportation Co., Ltd.*)
and 上海華星國際集裝箱貨運
有限公司 (Shanghai Huasing
International Container
Freight Transportation Co.,
Ltd.*)
(Notes 2, 3, 5 & 6)
Provision of
transportation and
logistics services
7,620,000 7,140,000 2,590,000 15,600,000 24,000,000 36,000,000
Receipt of
transportation and
logistics services
7,000,000 8,030,000 3,160,000 19,100,000 29,000,000 43,000,000
Total 14,620,000 15,170,000 5,750,000 34,700,000 53,000,000 79,000,000
青島聯通報關有限公司
(Qingdao Liantong Customs
Co. Ltd.*)
(Notes 2, 4, 5 & 6)
Provision of
transportation and
logistics services
12,500,000 17,760,000 5,820,000 34,920,000 52,380,000 78,570,000
Receipt of
transportation and
logistics services
1,560,000 1,850,000 2,090,000 12,540,000 18,810,000 28,220,000
Total 14,060,000 19,610,000 7,910,000 47,460,000 71,190,000 106,790,000
– 16 –
Notes:
1. These figures represent the estimated maximum cap in respect of the transactions of the relevant
type which the Group will undertake during the relevant financial years. The actual amount of
transaction may be different. Taking into account the bases for the determination of the caps as
detailed below, the Board (including the independent non-executive Directors) considers that the
New Caps set out above are fair and reasonable.
2. As the above companies are also subsidiaries of the Company, the relevant estimated maximum
transaction value have been determined with reference to (i) the historical value of the
transactions with the Connected Non Wholly-Owned Companies and their associates for the
years 2006, 2007 and the six months ended 30 June, 2008; and (ii) the plans and requirements of
the Group, after allowing a buffer for the inherent volatility of business in the transportation and
logistics services industry and perceived increase in demand for the Group’s services generally
with the continued economic growth of the PRC and the implementation of the Group’s strategy
to expand its domestic operations and overseas network and, as customers seek the services of the
more established and financially sound transportation and logistics services providers such as the
Group to manage perceived risks associated with the current global economic downturn.
3. 上海華星國際集裝箱貨運有限公司 (Shanghai Huasing International Container Freight
Transportation Co., Ltd.*) is an associate of a substantial shareholder of another subsidiary
of the Company (i.e. 寧波太平國際貿易聯運有限公司 (Ningbo Taiping International Trade
Transportation Co., Ltd.*) and is a non-wholly owned subsidiary which is 60% owned by the
Company. 寧波太平國際貿易聯運有限公司 (Ningbo Taiping International Trade Transportation
Co., Ltd.*) is an associate of the same substantial shareholder of 上海華星國際集裝箱貨運有限公
司 (Shanghai Huasing International Container Freight Transportation Co., Ltd.*) and is a non-
wholly owned subsidiary which is 55% owned by the Company. Accordingly, the transactions by
the Group with these two non-wholly owned subsidiaries are aggregated in accordance with the
Listing Rules.
4. 青島聯通報關有限公司 (Qingdao Liantong Customs Co. Ltd.*) is a non-wholly owned subsidiary
of the Company and in respect of which Sinotrans Group Company, a connected person at the
listed company level, holds more than 10% of each of their total equity interest. Given the recent
economic downturn and stock market decline, the market capitalization of the Company has
decreased significantly thereby causing the continuing connected transaction with 青島聯通報關
有限公司 (Qingdao Liantong Customs Co. Ltd.*), which were previously exempted from
announcement, reporting and Independent Shareholders’ approval requirements, to become
subject to announcement and reporting requirements.
5. Save as disclosed in the notes above and as far as the Company is aware, the other shareholders
(other than a member of the Group) of the non-wholly owned subsidiaries set out in the table
above, are independent of the other shareholders (other than a member of the Group) of the
other non-wholly owned subsidiaries set out in the table above.
6. Payment for the provision and receipt of the above services will be made by cash in accordance
with the standard terms of sale or provision of services of the provider from time to time.
V. REASONS AND BENEFITS FOR THE CONTINUING CONNECTED
TRANSACTIONS
The Group is principally engaged in the provision of freight forwarding services, logistics,
transportation and supply chain management services and solutions, including freight
forwarding, express services, shipping agency, storage and terminal services, trucking and
marine transportation services.
Certain Continuing Connected Transactions have been taking place since the Company
became listed on the Stock Exchange in the year 2003 and are essential for the continued
operation and growth of the business of the Group. Some of the transportation and
– 17 –
logistic services required by the Group will enable the Group to provide end-to-end
transportation and logistics services to customers covering locations in which the Group
does not have operations. In addition, the Group is also able to provide services to
members of the Sinotrans Group and their associates, the Connected Joint Venture
Partners who are not in the same line of business or who do not operate in the areas in
which the Group has its core operations. The leasing of properties under the Master Lease
Agreement allows continuous and stable use by the Group of operating premises at
market rate without expending the resources and the disruption that relocation inevitably
entails. Accordingly, the Directors consider that Continuing Connected Transactions are
in the interest of and are beneficial to the Group.
VI. GENERAL
An Independent Board Committee comprising Sun Shuyi, Lu Zhengfei and Miao Yuexin,
being all independent non-executive Directors, has been constituted to advise the
Independent Shareholders as to whether the terms of the Non-exempt Continuing
Connected Transactions and the New Caps are fair and reasonable so far as the
Independent Shareholders are concerned and in the interests of the Company and its
shareholders as a whole. The Independent Board Committee will also advise the
Independent Shareholders on how to vote at the EGM on the resolution in respect of
the Non-exempt Continuing Connected Transactions and New Caps, after taking into
account the recommendations of the IFA.
The IFA will be appointed by the Company to advise the Independent Board Committee
as to whether each of the Non-exempt Continuing Connected Transactions and the New
Caps are on normal commercial terms, in the ordinary and usual course of business of the
Group, fair and reasonable and in the interests of the Company and its shareholders of the
Company as a whole.
A circular containing, among other things, details of the Non-exempt Continuing
Connected Transactions and the New Caps, the advice of the IFA and the
recommendations of the Independent Board Committee, together with a notice
convening the extraordinary general meeting of the Company to approve the Non-
exempt Continuing Connected Transactions subject to the New Caps will be despatched
to the Shareholders as soon as practicable. As Sinotrans Group Company, the Connected
Joint Venture Partners and the Connected Non Wholly-Owned Companies are parties to
different Continuing Connected Transactions, they are required under the Listing Rules
to abstain from voting on the single resolution to be proposed to approve all of the Non-
Exempt Continuing Connected Transactions subject to the New Caps at the EGM to be
convened for this purpose. The votes of Independent Shareholders in the EGM will be
taken by poll.
– 18 –
VII.DEFINITIONS
The following defined terms are used in this announcement:
‘‘associates’’ has the meaning ascribed thereto in the Listing Rules
‘‘Board’’ the board of Directors
‘‘Company’’ Sinotrans Limited, a company incorporated in the People’s
Republic of China with limited liability, the shares of which are
listed on the Stock Exchange
‘‘Connected Joint
Venture Partner(s)’’
大連日通外運物流有限公司 (Nittsu Sinotrans Logistic Dalian
Co., Ltd.*), 日本山九株式會社 (Sankyu Inc.*), 怡和船務代理(中國)有限公司 (Jardine Shipping Agencies (China) Ltd*), 大新華輪
船(烟台)有限公司 (Grand China Shipping (Yantai) Co. Ltd*), 香
港金發船務有限公司 (Hong Kong Golden Fortune Shipping Co.
Ltd.*) and 上海華發國際貨運有限公司 (Shanghai Huafa
International Freight Transportation Co. Ltd.*) and 華發騰飛
國際貨運有限公司 (Huafa Tengfei International Freight
Transportation Co. Ltd.*), each being a joint venture partner
of the Group or an associate of a joint venture partner of the
Group and a connected person of the Company
‘‘Connected Non
Wholly-Owned
Companies’’
寧波太平國際貿易聯運有限公司 (Ningbo Taiping International
Trade Transportation Co., Ltd.*) and 上海華星國際集裝箱貨運
有限公司 (Shanghai Huasing International Container Freight
Transportation Co., Ltd.*), 江門中外運倉碼有限公司 (Sinotrans
Grangdong Jiangmen Warehousing & Terminal Co., Ltd.*) and
江門外海運輸實業有限公司 (Jiangmen Foreign Transportation &
Enterprises Co., Ltd.*), 青島金運航空貨運代理有限公司
(Qingdao Jinyun Air Cargo Freight Forwarding Co. Ltd.*), 青
島聯通報關有限公司 (Qingdao Liantong Customs Co. Ltd.*) and
山東中外運弘志物流有限公司 (Sinotrans Shandong Hongzhi
Logistics Co. Ltd*) (formerly known as 山東外運弘志國際集裝
箱運輸有限公司 (Sinotrans Shandong Hongzhi International
Container Transportation Co., Ltd.*)), each being a non
wholly-owned subsidiary or joint venture of the Company and
a connected person of the Company
‘‘Continuing
Connected
Transactions’’
the continuing connected transactions between the Group and (a)
Sinotrans Group and its associates; (b) the Connected Joint
Venture Partners; and (c) the Connected Non Wholly-Owned
Companies, which constitute continuing connected transactions
of the Company
‘‘Director(s)’’ the director(s) of the Company
– 19 –
‘‘EGM’’ the extraordinary general meeting of the Company to be
convened to approve the Non-exempt Continuing Connected
Transactions
‘‘Group’’ the Company and its subsidiaries
‘‘IFA’’ the independent financial advisers of the Company
‘‘Independent Board
Committee’’
a board committee comprising of the independent non-executive
Directors of the Company to be constituted to make
recommendations to the Independent Shareholders in respect of
the New Caps
‘‘Independent
Shareholders’’
Shareholders other than Sinotrans Group Company, the
Connected Joint Venture Partners and their respective associates
‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock
Exchange
‘‘Master Business
Services
Agreement’’
the master business services agreement dated 4 February 2009
between the Company and Sinotrans Group Company in relation
to the provision and receipt of services between the Group and
Sinotrans Group and its associates
‘‘Master Lease
Agreement’’
the master lease agreement dated 4 February 2009 between the
Company and Sinotrans Group Company in relation to the
leasing of various properties by the Group from Sinotrans Group
‘‘New Cap(s)’’ the maximum value of Non-exempt Continuing Connected
Transactions for each of the three years ending 31 December
2011 as set out in this announcement
‘‘Non-exempt
Continuing
Connected
Transactions’’
the continuing connected transactions between the Group and (a)
Sinotrans Group and its associates; (b) certain Connected Joint
Venture Partners; and (c) certain Connected Non Wholly-Owned
Companies, which are subject to Independent Shareholders’
approval, further details of which are set out in the section
headed ‘‘Non-exempt Continuing Connected Transaction which
Require Reporting, Announcement and Independent
Shareholders’ Approval’’
‘‘percentage ratio(s)’’ has the meaning ascribed thereto in Chapter 14 of the Listing
Rules
‘‘PRC’’ the People’s Republic of China
‘‘RMB’’ Renminbi, the lawful currency of the PRC
‘‘Sinotrans Group’’ Sinotrans Group Company and its subsidiaries, excluding the
Group
– 20 –
‘‘Sinotrans Group
Company’’
China National Foreign Trade Transportation (Group)
Corporation (中國對外貿易運輸集團總公司), the controlling
shareholder of the Company owning approximately 57.93%
interest in the Company
‘‘Shareholder(s)’’ holder(s) of shares of the Company
‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited
By order of the Board
Sinotrans Limited
Gao Wei
Company Secretary
Beijing, 4 February 2009
As at the date of this announcement, the executive Directors of the Company are Zhao Huxiang,
Zhang Jianwei, Tao Suyun, Li Jianzhang; and non-executive Directors of the Company are Yang
Yuntao, Liu Jinghua, Jerry Hsu, Peter Landsiedel; and independent non-executive Directors of
the Company are Sun Shuyi, Lu Zhengfei, Miao Yuexin.
* For identification purposes only
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