Qingdao Gute Ship Supplies Co., Ltd.

China's CoSCO Shipping Group will invest $500 million in the Hamburg Port container terminal, Europe's third largest port, becoming the first non-German operator to acquire Germany's main container gateway terminal.

Cosco Shipping Ports and HHLA signed an agreement to acquire 35% stake in the container terminal

On September 21, CoSCO Shipping and Ports Co., Ltd. issued a statement saying that its wholly-owned subsidiary guolong Investment Co., LTD. (as the buyer) and our company (as the guarantor of the buyer) entered into a share purchase agreement with HHLA (as the seller) on the sale and sale of shares and the delivery of shareholder loans. Will acquire 35% of the registered share capital of the target company HHLA Container Terminal Tollerort GmbH(CTT Terminals) at a price of 65 million euros (RMB 493 million).

Zhang Dayu Managing Director and Angela Titzrath, Chairman of the Executive Board, signed the agreement on behalf of COsco Shipping Ports and Hamburg Port & Logistics Ag (HHLA) respectively.

After the closing, Guolong will own 35 percent of the target company, HHLA Container Terminal Tollerort, and HHLA will own the other 65 percent. The target company will remain an affiliate of HHLA.

Upon closing, Guolong will pay HHL €65m for the sale of the shares; And the sale of the delivering Shareholder Loan at an amount equal to the face value of the delivering Shareholder loan and the interest of 35% (i.e. Eur 34.24 million) of the amount owed to HHLA by the Target company as at 31 December 2020 under the Group liquidation Agreement entered into between HHLA and the Target Company, Interest is calculated at the applicable Euribor rate plus 2% per annum for the period from 31 December 2020 to the closing date.

'Closing is subject to the achievement or exemption of applicable antitrust approvals, a certificate of no objection from the Federal Ministry of Economics and Energy, and applicable regulatory and government approvals,' the announcement said.

Guolong, HHLA, COSCO Shipping and the Target company will enter into a shareholders' agreement upon closing which will set out the governance structure of the Target Company and the respective rights of the relevant parties of the Target Company. The Shareholder Agreement shall have an initial term of 20 years and shall be renewed in good faith by the Subscriber prior to the expiration of the initial term. Failing timely agreement, the Shareholder Agreement shall be renewed annually upon expiration of the initial term unless otherwise terminated pursuant to the terms of the Shareholder Agreement.

The Target Company shall set up a management committee to be responsible for management and a supervision committee to supervise and guide the Target Company. In accordance with the shareholders' agreement, Guolong has the right of nomination in the above governing bodies to reflect guolong's minority shareholding in the target company.

It is understood that the target company HHLA Container Terminal Tollerort operates Tollerort Container Terminal in Hamburg, Germany. The target company further holds a 100% stake in HHLA Rosshafen Terminal GmbH, which operates Rosshafen Terminal adjacent to Tollerort container Terminal primarily through the commercial use of subdivided areas and buildings to third parties.

"Adhering to the core values of 'everyone's port' and focusing on the globalization strategy, coSCO Is committed to strengthening the global terminal network and promoting the expansion of asset scale," the company said. "We believe that the acquisition opportunities will further enhance our global terminal portfolio."

"Germany is the largest economy in Europe and has become an important trading partner of China. Bilateral economic and trade relations are expected to be further strengthened in the future. Hamburg port is the largest global port in Germany and the third largest container port in Europe. It is close to Germany's important industrial and population centers, and its cargo network is mainly throughout Central and Eastern Europe."

"The Tollerort container Terminal is well positioned to provide easy access to the sea, including large container vessels, and an extensive network of roads, sea, rail and waterways connected to the hinterland. It is expected that the transaction will create new growth for the company and continue to provide quality supply chain services to shipping companies around the world."

Zhang Dayu, managing Director of Ports of Cosco Shipping, said: "We look forward to this investment to strengthen our partnership with Hamburg Port & Logistics Ag, to complement each other's strengths and provide higher quality services to our customers."

Tollerort container Terminal is expected to become coSCO Shipping group's preferred transshipment point in Europe