DISCLAIMER OF REPRESENTATIONS AND WARRANTIES THE PARTIES UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT, OR IN ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED HEREBY OR THEREBY, NO PARTY TO THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE TRANSACTION AGREEMENT, ANY ANCILLARY AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS, APPROVALS OR NOTIFICATIONS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SET-OFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE TRANSACTION AGREEMENT OR IN ANY ANCILLARY AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS, WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.
IMPLICATIONS UNDER THE LISTING RULES The applicable percentage ratios of the SBC Transactions (based on the maximum commitments of the Company under the JV Agreements and the SBC Guarantees) are more than 25% but less than 100% and thus constitute major transactions of the Company. The TC Transactions, being financial assistance by the Company and not being subject to any monetary cap, also constitutes a major transaction of the Company. Accordingly, the SBC Transactions and TC Transactions are subject to reporting, announcement, circular and shareholders’ approval requirements under the Listing Rules. Pursuant to Rule 14.44 of the Listing Rules, Shareholders’ approval of the SBC Transactions and the TC Transactions may be given 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 SBC Transactions and the TC Transactions; and (2) the written Shareholders’ approval has been obtained from a Shareholder or a closely allied group of Shareholders who together hold more than 50% of the issued share capital of the Company giving the right to attend and vote at that general meeting to approve the SBC Transactions and the TC Transactions. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder is required to abstain from voting if the Company were to convene a general meeting for the approval of the SBC Transactions and the TC Transactions. Written approval of the SBC Transactions and the TC Transactions has been obtained from the Majority Shareholder who holds 2,600,000,000 Shares, representing approximately 65.13% of the total issued share capital of the Company as at the date of this announcement. Pursuant to Rule 14.44 of the Listing Rules, the written approval of the Majority Shareholder is accepted in lieu of holding a general meeting for the approval of the SBC Transactions and the TC Transactions. Reference is made to the announcement dated 20 November 2015 made by the Company under Rule 3.7 of the Takeovers Code. For the purposes of Rule 4 of the Takeovers Code, having obtained written consent from the third party referred to in that announcement in connection with the SBC Transactions and the TC Transactions, the Company has applied for and the Executive has granted a waiver from the general requirement to obtain shareholders’ approval under Rule 4 of the Takeovers Code. A circular containing, amongst other things, the information required under the Listing Rules in relation to the SBC Transactions and the TC Transactions will be despatched to the Shareholders in compliance with the Listing Rules. In light of the expected time required for relevant information to be prepared for inclusion in the circular, the Company currently expects to despatch to the Shareholders a circular in relation to the SBC Transactions and the TC Transactions on or before 1 February 2016. If the Company is not able to despatch the circular within such period due to the time required to prepare and finalise the relevant information for inclusion in the circular under the Listing Rules, the Company will make a further announcement of any expected delay in despatch of the circular in due course. GENERAL INFORMATION ON THE COMPANY, DYNAGAS, CLNG, YAMAL AND THE SHIPBUILDERS The Company is principally engaged in dry bulk shipping, container shipping, vessel time chartering and cargo voyage chartering businesses. The business scope of Dynagas is owning and operating high specification and versatile LNG carriers that are employed on multi-year contracts with international energy companies. The business scope of CLNG is planning, coordinating and arranging investments and management works for LNG transportation projects in China. The business scope of Yamal is trading of LNG. The business scope of the Shipbuilders, Daewoo and DY Destiny Limited, is shipbuilding and the repair of ships.
