China Ocean Fishing : DISCLOSEABLE TRANSACTION SETTING UP OF A JOINT VENTURE (in PDF)

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 liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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) DISCLOSEABLE TRANSACTION SETTING UP OF A JOINT VENTURE SETTING UP OF A JOINT VENTURE

The Board is pleased to announce that Jinyutang entered into the Joint Venture Agreement for setting up the JV Company in Cambodia with Khmer to invest in fishing activities in Cambodia.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios exceed(s) 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements set out in the GEM Listing Rules.

Reference is made to the voluntary announcement of the Company dated 29 December 2016 in relation to the entering of a memorandum of cooperation with Khmer to set up the JV Company.

The Board is pleased to announce that on 20 January 2017 (after trading hours), Jinyutang entered into the Joint Venture Agreement with Khmer to set up the JV Company for the purpose of investing in fishing activities in Cambodian coastal area, aquatic process, sale of fishing products, cultivation in aquaculture and import and export trading (subject to the approval of the relevant licence from the Cambodian government).

THE JOINT VENTURE AGREEMENT Date:

20 January 2017

Parties:

1. Jinyutang

2. Khmer

Khmer is a company incorporated in Cambodia as a single member private limited company with capital of 20,000 million Riels. Its sole member is Mr. Cao Yunde (曹雲德), who is a Cambodian.

To the best of the Directors' knowledge, information and belief, and having made all reasonable enquiries, Khmer and its ultimate beneficial owner are Independent Third Parties to the Company.

Principal subject matters:

1. Establishment of the JV Company

   Jinyutang and Khmer will set up the JV Company with a capital of 40,000 million Riels (equal to USD10,000,000 at an exchange rate of 4,000: 1) divided into 1,000 shares of par value of 40 million Riels each. Jinyutang and Khmer will hold 80% and 20% of the issued shares of the JV Company.

2. Capital Contribution to the JV Company

   Jinyutang will subscribe for 800 shares at par value for a total subscription amount of 32,000 million Riels.

   Khmer will subscribe for 200 shares at par value for a total subscription amount of 8,000 million Riels.

   The total amount of the capital contribution of 40,000,000,000 Riels will be injected by stages according to the approval from the Cambodian government of the business of the JV Company by Jinyutang and Khmer in cash in proportion to their respective shareholding percentages. The Group will finance the capital contribution by way of equity and/or debt financing.

3. Management of the JV Company

The JV Company will have five directors of which Jinyutang will nominate three directors and Khmer will nominate another two directors.

REASONS FOR ENTERING INTO THE JOINT VENTURE AGREEMENT

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 business or projects that have promising outlooks and prospects, in particular, marine fishing business. The Directors consider that the Joint Venture Agreement could provide an opportunity to the Company to enter into aquaculture business and therefore it is in the interests of the Company and its Shareholders as a whole.

INFORMATION OF THE GROUP AND PARTIES

The Company is a company incorporated in Bermuda with limited liability. Its principal activity is investment holding. The Group is principally engaged in supply chain management services and money lending business.

Jinyutang is a company incorporated in PRC. It becomes a subsidiary of the Company in December 2016 when the Group acquired Jinyutang from Mr. Hong Maoji. Its principal activity is seafood business, including import and export trading and ocean fishery.

Khmer is a single member private limited company incorporated in Cambodia. Khmer and its ultimate beneficial owner are Independent Third Parties to the Company. Its principal activity is advertising services.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios exceed(s) 5% but less than 25%, the transaction contemplated under the Joint Venture Agreement constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is therefore subject to the notification and announcement requirements set out in the GEM Listing Rules.

DEFINITIONS

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"Board" the board of Directors

"Company" China Ocean Fishing Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the GEM of the Stock Exchange

"Directors" the directors of the Company

"GEM" Growth Enterprise Market

"GEM Listing Rules" the Rules Governing the Listing of Securities on the GEM of the Stock Exchange

"Group" the Company and its subsidiaries

"Independent Third Parties" third parties independent of the Company and its connected

persons

"Jinyutang" Shenzhen Jinyutang Fishery Company Limited (深圳市進 玉堂漁業有限公司), a PRC incorporated company and the Group acquired in December 2016 from Mr. Hong Maoji and has effective control over Jinyutang by entering into certain contractual arrangements with Mr. Hong Maoji

"Joint Venture Agreement" the joint venture agreement entered into on 20 January

2017 between Jinyutang and Khmer for setting up the JV Company

"JV Company" a joint venture company in Cambodia for the purpose of investing in fishing activities in Cambodian coastal area, aquatic process, sale of fishing products, cultivation in aquaculture and import and export trading (subject to the approval of the relevant licence from the Cambodian government)

"Khmer" Khmer First Investment Holding Group Co., Limited (高棉 第一投資控股集團有限公司), a company incorporated in Cambodia as a single member private limited company with capital of 20,000 million Riels. Its sole member is Mr. Cao Yunde (曹雲德), who is a Cambodian.

"PRC" the People's Republic of China

"Riels" lawful currency in Cambodia

"Shareholder(s)" shareholder(s) of the Company