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Hong Kong, 9 December 2025
The Board announces that on 6 March 2026 (after trading hours), the Vendor, an approximately 55.69% indirect subsidiary of the Company, entered into the Agreement with the Purchaser in respect of the disposal of the Vessel at a consideration of US$23,455,000 (approximately HK$182,949,000). The Vessel will be delivered by the Vendor to the Purchaser between 1 June 2026 and 15 July 2026.
As one or more applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules in respect of the Disposal of the Vessel exceed 25% but are less than 75%, the Disposal of the Vessel constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification, announcement and shareholders' approval requirements under the Listing Rules. A circular containing, amongst other things, further information relating to the Disposal of the Vessel is expected to be despatched to the Shareholders on or before 27 March 2026 in accordance with the Listing Rules.
The Disposal of the Vessel
The Board announces that on 6 March 2026 (after trading hours), the Vendor, an approximately 55.69% indirect subsidiary of the Company, entered into the Agreement with the Purchaser in respect of the disposal of the Vessel at a consideration of US$23,455,000 (approximately HK$182,949,000). The Vessel will be delivered by the Vendor to the Purchaser between 1 June 2026 and 15 July 2026.
Information on the parties
The Company and the Group
The principal activity of the Company is investment holding, and the principal activities of its subsidiaries are international ship chartering and ship owning.
Vendor
The Vendor is a ship owning company and a wholly-owned subsidiary of Jinhui Shipping, which is in turn an approximately 55.69% indirect subsidiary of the Company as at date of this announcement. The principal activities of the Vendor are ship chartering and ship owning. The Vendor is a special purpose company solely for holding the Vessel.
Purchaser
The Purchaser is a company incorporated in Hong Kong, principally engaged in ship owning and operation. It is wholly owned by Mr. Dou Haifeng, who is both its sole shareholder and ultimate beneficial owner. To the best of the Board's knowledge, information and belief having made all reasonable enquiry, the Purchaser and its ultimate beneficial owner are Independent Third Parties.
Vessel
A vessel of deadweight 63,485 metric tonnes, built in year 2014 and registered in Hong Kong. The Vendor warrants that the Vessel, at the time of delivery, is free from all charters, encumbrances, mortgages and maritime liens or any other debts. The Vessel will be delivered to the Purchaser on a free from charter basis.
The Vessel has been owned by the Group since year 2022, and its unaudited net book value as at 31 December 2025 was approximately HK$155,400,000. The net profit both before and after taxation and extraordinary items attributable to the Vendor for the financial year ended 31 December 2025 was approximately HK$13,504,000 whereas the net profit both before and after taxation and extraordinary items attributable to the Vendor for the financial year ended 31 December 2024 was approximately HK$6,199,000.
Consideration
Under the Agreement, the Vendor agrees to dispose of the Vessel for a consideration of US$23,455,000 (approximately HK$182,949,000) payable by the Purchaser as follows:
(1) an initial deposit of US$2,345,500 (approximately HK$18,295,000) will be payable by the Purchaser within three banking days after the date that (i) signing of the Agreement; (ii) signing of the escrow agreement; and (iii) the confirmation from the escrow agent confirming the account is ready to receive the initial deposit; and
(2) the balance of US$21,109,500 (approximately HK$164,654,000) will be payable by the Purchaser within three banking days prior to the delivery of the Vessel which will take place between 1 June 2026 and 15 July 2026.
The consideration of the Vessel was determined by reference to market intelligence. The Company has gathered such information from shipbrokers and its own analysis of recently concluded sale and purchase transactions of vessels of comparable size and year of built in the market, valuation from independent valuer and on the basis of arm's length negotiations with the Purchaser.
In the course of negotiating the consideration of the Vessel, the Group obtained indicative valuation of the Vessel from Arrow Valuations, an independent valuer and an affiliate of Arrow Asia Shipbrokers Ltd., an independent shipbroking group. Arrow Valuations appraised the Vessel at US$23 million (approximately HK$179.4 million) as of 4 March 2026. The market approach has been adopted in the valuation of the Vessel. In the process of gathering market intelligence from shipbrokers, we receive market information on the sale and purchase market of second-hand vessels on a daily basis from international shipbrokers. We also discuss with international shipbrokers frequently to gather market intelligence on what vessels are being put on the market for sale and purchase, which parties are looking to buy or sell their vessels on a worldwide basis. As each vessel is never identical, management has based on experiences and market knowledge to consider and come up with the acceptance of the offer.
Possible financial effects of the Disposal of the Vessel
The unaudited net book value of the Vessel as at 31 December 2025 as described above represents the estimated recoverable amount which was based on the value in use under the requirement of Hong Kong Accounting Standard 36 Impairment of Assets. The Group would realize a book gain of approximately HK$24.7 million on Disposal of the Vessel. The actual book gain which the Group would realize upon completion of the Disposal of the Vessel will depend on the actual net book value of the Vessel in accordance with the Group's impairment and depreciation policy for the vessel as shown in the Company's annual report and the actual costs of disposal incurred for the Vessel at date of delivery.
Use of proceeds The net sale proceeds from the Disposal of the Vessel will be applied toward general working capital purposes. Specifically, the Company will utilize the funds to repay short-term borrowings, thereby reducing interest expenses and improving its capital structure. A portion of the proceeds will be used to settle outstanding creditors and payables. To enhance financial flexibility, part of the proceeds will be retained as a liquidity buffer and reserve for any unforeseen expenditure or market fluctuations.
Reasons for the Disposal of the Vessel
The Group's principal activities are international ship chartering and ship owning. The Directors continuously review the prevailing market conditions of the shipping industry and monitor and adjust the Group's fleet profile as appropriate. The Disposal of the Vessel is in line with the ongoing strategy of the Group to optimize its vessel fleet by maintaining a well-balanced portfolio of the vessel fleet and reduce our operational risk exposures in current volatile markets. The Disposal of the Vessel will enable the Group to enhance its working capital position and further strengthen its liquidity and overall financial position.
The Group operates a balanced and diversified fleet of dry bulk carriers, comprising Capesize, Panamax, Ultramax and Supramax bulk carriers. To stay competitive in the market, the Group continues to focus on upgrading the quality of our fleet and refining its composition, particularly emphasis on reducing average age of our fleet. We believe in being prepared at all times for future possible opportunities of redeployment of capital into other more suitable assets that may arise going forward while keeping leverage at comfortable levels.
Looking ahead, we will continuously monitor the market as well as our operations going forward and look out for opportunities to maintain a reasonably modern and competitive fleet, not ruling out any future disposal of smaller and older vessels and replace with newer vessels or charter-in of vessels. We will make such decisions on an ad hoc basis to maintain high financial flexibility and operational competitiveness.
The Group currently operates a fleet of twenty-one vessels, of which eighteen are owned vessels (including the Vessel) and three are chartered-in vessels, with total deadweight carrying capacity of approximately 1.7 million metric tonnes. Among the owned vessels were two that have been arranged under sale and leaseback agreements.
The Directors believe that the Disposal of the Vessel will not have any material adverse effect on the operations of the Group. The Directors are of the view that the projected operational results of the Vessel are not necessarily an indicator of its future potential performance, which in turn is not directly pertinent to the negotiation of the consideration. During negotiation regarding the consideration of the Vessel, a market-based approach was adopted, as it provides a fair and reliable current situation of valuation, for both the Vendor and the Purchaser. The Directors consider that the terms and conditions of the Agreement, which were determined after arm's length negotiation between parties on normal commercial terms, are fair and reasonable, and believe that the Disposal of the Vessel is in the interests of the Company and its shareholders as a whole.
Listing Rules Implication
As one or more applicable percentage ratios calculated in accordance with Rule 14.07 of the Listing Rules in respect of the Disposal of the Vessel exceed 25% but are less than 75%, the Disposal of the Vessel constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the notification, announcement and shareholders' approval requirements under the Listing Rules.
Under Rule 14.44 of the Listing Rules, shareholders' approval for transactions may be obtained by way of written shareholders' approval in lieu of holding a general meeting if (1) no shareholder is required to abstain from voting if the company were to convene a general meeting for the approval of the transactions; and (2) written shareholders' approval has been obtained from a shareholder or a closely allied group of shareholders who together hold more than 50% of the voting rights at that general meeting to approve the transactions.
Fairline Consultants Limited ("Fairline") and Timberfield Limited ("Timberfield") are closely allied group of Shareholders who hold 205,325,568 Shares and 136,883,712 Shares, respectively, and together hold 342,209,280 Shares which represent approximately 64.53% of the total issued shares of the Company and voting rights in general meetings of the Company as at the date of this announcement.
Fairline and Timberfield hold 409,099 shares and 260,000 shares of Jinhui Shipping respectively, and together hold 669,099 shares of Jinhui Shipping which represent approximately 0.61% of the total issued shares of Jinhui Shipping as at date of this announcement.
Mr. Ng Siu Fai, the Chairman of the Group and an executive Director, is the major shareholder and beneficial owner of Fairline. Mr. Ng Kam Wah Thomas, the Managing Director of the Group and an executive Director, is the sole beneficial owner of Timberfield. Mr. Ng Siu Fai and Mr. Ng Kam Wah Thomas are brothers and the two founders of the Group.
Fairline and Timberfield are not interested in the Disposal of the Vessel other than through their respective shareholding interests in the Company and Jinhui Shipping. No Shareholder is required to abstain from voting on the Disposal of the Vessel if the Company were to convene a general meeting for the approval of the Disposal of the Vessel.
The Disposal of the Vessel was approved by way of written shareholders' resolutions from Fairline and Timberfield.
A circular containing, amongst other things, further information relating to the Disposal of the Vessel is expected to be despatched to the Shareholders on or before 27 March 2026 in accordance with the Listing Rules.
Jinhui Holdings Company Limited - press release
