China Ocean Fishing : VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION OF 80% EQUITY INTEREST IN THE TARGET COMPANY (in PDF)

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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) VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION OF 80% EQUITY INTEREST IN THE TARGET COMPANY

This announcement is made by China Ocean Fishing Holdings Limited (the "Company", together with its subsidiaries as the "Group") on a voluntary basis. The purpose of this announcement is to keep the shareholders of the Company (the "Shareholders") and potential investors informed of the latest business development of the Group.

Memorandum of Understanding

The board of directors of the Company (the "Directors") is pleased to announce that on 11 August 2017, a wholly-owned subsidiary of the Company, Jin Yu Tang (Shenzhen) Fishery Co., Ltd 深圳市進玉堂漁業有限公司 (the "Purchaser"), entered into a memorandum of understanding (the "Memorandum") with Stonechen Comercial (the "Vendor"), pursuant to which the Vendor proposed to sell and the Purchaser proposed to acquire, in aggregate, 80% equity interest in Stonechen Comercial-Produtos da Pesca de Moma (the "Target Company" and the "Proposed Acquisition" respectively).

Major terms of the Memorandum

Date: 11 August 2017

Parties:

1. Vendor: Stonechen Comercial

2. Purchaser: Jin Yu Tang (Shenzhen) Fishery Co., Ltd 深圳市進玉堂漁業有限公司

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, the Vendor is a party independent of the Company and its connected persons in accordance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of the Hong Kong Stock Exchange.

Assets to be acquired

Under the Memorandum, the Purchaser intends to acquire and the Vendor intend to dispose of, in aggregate, 80% equity interest in the Target Company, which shall be free from any encumbrance. After the Proposed Acquisition, the Target Company will be owned as to 80% and 20% by the Purchaser and Vendor, respectively.

Due diligence review

The Purchaser will commence due diligence review on the business of the Target Company. The Purchaser is entitled to perform such due diligence review notwithstanding the signing of the formal agreement in respect of the Proposed Acquisition.

Exclusivity period

Pursuant to the Memorandum, the Vendor agree that for a period of 90 days (or such later date as mutually agreed by the Vendor and the Purchaser) commencing from the first day after the signing of the Memorandum not to negotiate or discuss with any person or entity other than the Purchaser with respect to the Proposed Acquisition.

Consideration

The parties agreed the consideration, which will be determined under the formal sale and purchase agreement(s), will be payable in cash by the Company. The exact amount of the consideration for the Proposed Acquisition shall be subject to further negotiation between the Vendor and the Purchaser.

Non legal-binding effect

Save for the exclusivity period, the due diligence review, the cost and expense, governing law and jurisdiction clauses in the Memorandum, the Memorandum does not constitute any legally binding commitment of the Vendor and the Purchaser in respect of the Proposed Acquisition.

The Proposed Acquisition is subject to the execution and completion of the formal sale and purchase agreement(s). The Vendor and the Purchaser will further negotiate the conditions to the completion of the Proposed Acquisition to be included in the formal sale and purchase agreement(s).

Information of the Target Company

The Target Company is a company established in Nampula, Mozambique. The Target Company has obtained the catching license in Nampula, Mozambique and is permitted to carry out aquatic product catching business in that area.

As at the date of this announcement, the Target Company is 100% owned by the Vendor.

Reasons for entering into the Memorandum

The principal activity of the Company is investment holding. The Group is principally engaged in supply chain management services and money lending business.

The Company has been actively looking for opportunities to create shareholders' value through making investments and/or acquiring businesses or projects that have promising outlooks and prospects, in particular, the marine fishing business. The Directors consider that the Memorandum could provide an opportunity to the Company to enter into the aquaculture business and therefore it is in the interest of the Company and its shareholders as a whole.

The Memorandum is not legally binding on the parties in respect of the Proposed Acquisition and is subject to the entering into of a formal sale and purchase agreement(s). The Memorandum may or may not lead to the entering into and/or completion of any formal sale and purchase agreement(s). Any such further business development mentioned above may or may not materialize. The Shareholders and/or the potential investors of the Company are advised to exercise caution when dealing in the shares of the Company.

In case the entering into of any formal sale and purchase agreement(s) constitutes a notifiable transaction of the Company, further announcement(s) will be made in compliance with the Rules Governing the Listing of Securities on The Growth Enterprise Market (the "GEM") of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") as and when appropriate.

By order of the board of

China Ocean Fishing Holdings Limited Liu Rongsheng

Executive Director and Chairman

Hong Kong, 11 August 2017

As at the date of this announcement, the executive Directors are Mr. Liu Rongsheng, Lord Cao Yunde, Mr. Fan Guocheng and Mr. Chen Liang and the independent non-executive Directors are Mr. Pang Pui Hung, Paton and Ms. Li Yuen Fong, Michelle.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Latest Company Announcements" page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its publication. This announcement will also be published on the Company's website at http://www.chinaoceanfishing. hk.