Jinhui Holdings Announces Major Transaction: Disposal of Bulk Carrier Vessel “JIN PING”

Key Highlights

• Major transaction: Jinhui Holdings Company Limited (“the Company”, HKEX: 137) has entered into a major transaction for the disposal of a vessel, representing a significant event that may impact share value.
• Consideration: The vessel will be sold at a consideration of US\$23,455,000 (approximately HK\$182,949,000).
• Delivery timeline: The vessel will be delivered to the purchaser between 1 June 2026 and 15 July 2026.
• Shareholder approval: As the transaction size triggers the major transaction threshold under Chapter 14 of the HKEX Listing Rules, written approval from controlling shareholders (holding over 64% of shares) has been obtained, and a shareholder circular will be dispatched by 27 March 2026.
• Expected financial impact: The sale is expected to realize a book gain of approximately HK\$24.7 million, improving the Company’s liquidity and capital structure.
• Use of proceeds: Funds will be used for working capital, repaying short-term borrowings, settling creditors, and maintaining liquidity buffers.
• Fleet adjustment strategy: The disposal aligns with the Group’s strategy to optimize fleet composition, reduce operational risk, and maintain financial flexibility amid volatile shipping markets.
• No shareholder required to abstain: No shareholders (including controlling shareholders) are required to abstain from voting, as no connected transaction issues arise.

Transaction Details

On 6 March 2026, an indirect 55.69% subsidiary of Jinhui Holdings, Jinping Marine Inc. (the Vendor), entered into an agreement to sell the bulk carrier vessel “JIN PING” to Hongkong Yiming Shipping Limited (the Purchaser), a Hong Kong-incorporated company wholly owned by Mr. Dou Haifeng, an independent third party.

The vessel is a 63,485 deadweight tonne bulk carrier, built in 2014 and registered in Hong Kong. It has been owned by the Group since 2022. At the time of delivery, the vessel will be free from all charters, encumbrances, and debts and delivered on a free from charter basis.

Financial Information

• Net book value: As of 31 December 2025, the vessel’s unaudited net book value was approximately HK\$155,400,000.
• Net profit contributions: For the year ended 31 December 2025, the Vendor contributed net profit of about HK\$13,504,000 (2024: HK\$6,199,000).
• Valuation basis: The sale price was supported by an independent valuation from Arrow Valuations, which appraised the vessel at US\$23 million (approx. HK\$179.4 million) as of 4 March 2026, using a market approach based on comparable recent transactions.
• Book gain: The disposal is expected to generate a book gain of approximately HK\$24.7 million, with the final figure subject to adjustments for actual net book value and disposal costs at delivery.

Use of Proceeds

The Company will use the proceeds from the disposal to:

• Repay short-term borrowings and reduce interest expenses
• Settle outstanding creditors and payables
• Enhance liquidity and maintain a reserve for unforeseen expenditures or market fluctuations

This move is expected to strengthen the Group’s capital structure and improve its working capital position.

Strategic Rationale

The disposal is part of the Group’s ongoing strategy to optimize its fleet portfolio, maintain a balanced and modern fleet, and reduce operational risks in volatile shipping markets. The Group currently operates a fleet of 21 vessels (18 owned, 3 chartered-in), totaling about 1.7 million deadweight tonnes. The directors emphasize that the sale will not materially affect the Group’s operations and is consistent with the goal of maintaining high financial flexibility and operational competitiveness.

Management remains focused on fleet modernization and may consider further disposals of older or smaller vessels, or the acquisition/charter-in of newer vessels as opportunities arise.

Shareholder Approval and Corporate Governance

The transaction meets the HKEX’s definition of a major transaction, as the relevant percentage ratios exceed 25% but are less than 75%. Written shareholder approval in lieu of a general meeting has been obtained from Fairline Consultants Limited and Timberfield Limited, which together hold approximately 64.53% of the Company’s issued shares.

Both Fairline and Timberfield are controlled by the Group’s founders, Mr. Ng Siu Fai (Chairman) and Mr. Ng Kam Wah Thomas (Managing Director), who are brothers. Neither are interested in the transaction except through their shareholding interests, and no shareholder is required to abstain from voting.

A circular providing further details will be sent to shareholders by 27 March 2026.

Potential Price-Sensitive Elements

• Expected gain on disposal (HK\$24.7 million), which will directly affect the Company’s profit and loss statement and capital position.
• Reduction of debt and improvement in liquidity, which may positively influence the Company’s risk profile and future dividend capacity.
• Fleet optimization strategy, signaling active management and possible further asset disposals or acquisitions in response to market conditions.
• Major transaction status and expedited shareholder approval, reflecting strong control by major shareholders and smooth governance.

Conclusion

The disposal of the vessel “JIN PING” constitutes a major transaction and a strategic move for Jinhui Holdings, with positive expected financial effects and alignment with the Group’s operational strategy. Investors should monitor subsequent announcements and the upcoming shareholder circular for further details, as the transaction is likely to influence the Company’s share price and future strategic direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the official company filings and consult with financial advisors before making investment decisions. The author and publisher disclaim any liability for losses incurred as a result of reliance on the information presented herein.

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