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公告日期：2012-12-03
Stock Abbr.: ZJJT, ZJB Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-064
China International Marine Containers (Group) Co., Ltd.
Announcement on B-share Cash Option Implementation Plan
Regarding Listing Location Change and Listing & Trading of
Domestically Listed Foreign Shares on the Main Board of the
Stock Exchange of Hong Kong Limited through Introduction
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as
“the Company”) and all members of its Board of Directors hereby ensure that this
announcement is factual, accurate and complete without any false information,
misleading statement or material omission. And the English translation is for
reference only.
Special notes:
1. On 28 Nov. 2012, the Company obtained the approval papers from the Listing
Committee of the Stock Exchange of Hong Kong Limited (SEHK) regarding it
conditionally approving in principle the Company’s application for listing
location change and listing & trading of domestically listed foreign shares on the
main board of SEHK through introduction. Upon application, trading of the
Company’s B-shares will be suspended since 30 Nov. 2012. The trading day
before the suspension, i.e. 29 Nov. 2012, is the last trading day for the Company’s
B-shares. Afterwards, the cash option distribution, exercise application, clearing
and settlement for the B-shares will start. And trading of the B-shares will stop.
2. This announcement only explains the specific operating procedure for the
Company’s B-share holders to apply for exercising cash options and other
relevant matters. It is not giving advice on whether to apply for exercising the
cash options or not. Investors are kindly reminded to pay attention to possible
investment risks. The Company disclosed on 19 Nov. 2012 the “Suggestive
Announcement on the B-share Cash Option Implementation of China
International Marine Containers (Group) Co., Ltd.”. Should there be any
discrepancy between the announcement on 19 Nov. 2012 and this announcement,
this announcement shall prevail.
3. Investors shall apply for exercising cash options via their B-share securities
accounts. For an investor with more than one B-share accounts, he/she shall
apply separately for every of his/her B-share accounts. For an investor holding
CIMC B-shares in more than one operating units under one B-share account,
he/she shall apply separately for the B-shares held in different operating units.
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4. As for B-share holders or relevant obligees with judicially frozen B-shares, and
shareholders or obligees whose B-shares are pledged or judicially frozen due to
various reasons before the cash option implementation date, they should handle
the said shares in a timely and legal manner.
On 30 Aug. 2012, the Company convened the Third Special Shareholders’ General
Meeting for 2012, at which the Proposal on the Plan Regarding Listing Location
Change and Listing & Trading of Domestically Listed Foreign Shares on Main
Market of the Stock Exchange of Hong Kong Limited through Introduction was
reviewed and approved. The Company has submitted to China Securities Regulatory
Commission (CSRC) the application for listing location change and listing & trading
of domestically listed foreign shares on the main market of the Stock Exchange of
Hong Kong Limited through introduction, and received on 24 Oct. 2012 the CSRC
Notice of Accepting the Administrative Permit Application for Review (No. 121896).
The Company submitted on 26 Oct. 2012 to the Stock Exchange of Hong Kong
Limited (SEHK) the A1 Submission regarding listing location change and listing &
trading of domestically listed foreign shares on main market of SEHK through
introduction, and received the SEHK acceptance letter on 31 Oct. 2012.
On 20 Nov. 2012, the Company received from China Securities Regulatory
Commission (CSRC) the “Reply on Approving China International Marine Containers
(Group) Co., Ltd. to Go Public on the Main Board of SEHK (Zheng-Jian-Xu-Ke
[2012] No. 1548)” for the Company’s application for listing location change and
listing & trading of its domestically listed foreign shares on the main board of the
Stock Exchange of Hong Kong Limited (SEHK) through introduction. On 28 Nov.
2012, the Company obtained the approval papers from the Listing Committee of the
Stock Exchange of Hong Kong Limited (SEHK) regarding it conditionally approving
in principle the Company’s application for listing location change and listing &
trading of domestically listed foreign shares on the main board of SEHK through
introduction.
Upon application, trading of the Company’s B-shares will be suspended since 30 Nov.
2012. The trading day before the suspension, i.e. 29 Nov. 2012, is the last trading day
for the Company’s B-shares. Afterwards, the cash option distribution, exercise
application, clearing and settlement for the B-shares will start. And trading of the
B-shares will stop. When the cash option exercise completes, the Company will apply
to Shenzhen Stock Exchange for removal of its B-shares from the system of SD&C.
After it receives the official approval letter from SEHK for the Company’s H-share
listing, the relevant shares will be listed and traded in the form of H-shares on the
main board of SEHK.
The Company will provide, by means of application via the trading system of
Shenzhen Stock Exchange or manual application, B-share cash options for all its
B-share holders, among which China Merchants (CIMC) Investment Limited,
COSCO Container Industries Limited and its related enterprise Long Honour
Investments Limited have promised to give up their rights to exercise cash options
and directors, supervisors and senior executives holding restricted shares cannot
exercise cash options. Relevant matters are hereby announced as follows:
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Important Contents
1. On 28 Nov. 2012, the Company obtained the approval papers from the Listing
Committee of the Stock Exchange of Hong Kong Limited (SEHK) regarding it
conditionally approving in principle the Company’s application for listing location
change and listing & trading of domestically listed foreign shares on the main board
of SEHK through introduction. Upon application, trading of the Company’s B-shares
will be suspended since 30 Nov. 2012. The trading day before the suspension, i.e. 29
Nov. 2012, is the last trading day for the Company’s B-shares. After 4 Dec. 2012, the
date of record and the date when the clearing and delivery for the last trading day—29
Nov. 2012—before the B-share trading suspension complete, all B-share holders of
the Company other than China Merchants (CIMC) Investment Limited, COSCO
Container Industries Limited and its related enterprise Long Honour Investments
Limited, as well as directors, supervisors and senior executives holding restricted
shares, have the rights to exercise cash options. Among B-share holders, China
Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its
related enterprise Long Honour Investments Limited have promised to give up their
rights to exercise cash options and directors, supervisors and senior executives
holding restricted shares cannot exercise cash options.
According to the Proposal on the Plan Regarding Listing Location Change and Listing
& Trading of the Company’s Domestically Listed Foreign Shares on Main Market of
the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed
and approved at the Third Special Shareholders’ General Meeting for 2012 of the
Company, the Company’s A-share holders DO NOT have cash options.
2. The cash option exercise price for the B-shares is HKD 9.83/share. Exercising the
cash option means investors selling out the Company’s B-shares at the price of HKD
9.83/share. Investors are kindly reminded to be aware of possible risks arising from
exercising the cash option.
3. The date of record for the B-share cash options is 4 Dec. 2012 (the date when the
Shenzhen branch of China Securities Depository and Clearing Co., Ltd. completes
clearing and delivery after the last trading day—29 Nov. 2012—closes). The
application period is 9:30 a.m.—11:30 a.m. and 1:00 p.m.—3:00 p.m. on every
trading day from 5 Dec. 2012 to 11 Dec. 2012, with the deadline at 3:00 p.m. on 11
Dec. 2012. For manual application, the application materials must be delivered or
signed upon arrival by mail before the said deadline for application. During the
application period, trading of the Company’s B-shares will be suspended.
4. B-share holders who trust the Company’s B-shares with domestic securities
companies can conduct cash option application and exercise via the trading system of
Shenzhen Stock Exchange. For those B-share holders who DO NOT trust the
Company’s B-shares with domestic securities companies, they shall conduct cash
option application and exercise manually upon application to the issuer according to
the “Guidelines for Cash Option Operations of Shenzhen Stock Exchange (Revised in
2011)”.
There is no precedent in China’s capital market for this B-share cash option
implementation. According to the Notice on Doing a Good Job in Technical
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Preparations Regarding B-share Cash Options released by Shenzhen Stock Exchange
on 17 Sept. 2012, for any B-share holder who chooses to exercise B-share cash
options via domestic securities companies, the exercise and application ways are the
same with the ways for A-share cash options.
Whether an investor chooses to apply for exercising cash options via the trading
system of Shenzhen Stock Exchange or via manual application upon application to the
issuer, he/she shall apply for exercising cash options via his/her B-share securities
account. For an investor with more than one B-share accounts, he/she shall apply
separately for every of his/her B-share accounts. For an investor holding CIMC
B-shares in more than one operating units under one B-share account, he/she shall
apply separately for the B-shares held in different operating units.
5. The applicable rules for implementation of the cash options are the “Guidelines for
Cash Option Operations of Shenzhen Stock Exchange (Revised in 2011)”, the
“Guidelines of the Shenzhen Branch of China Securities Depository and Clearing Co.,
Ltd. for Cash Option Operations of Listed Companies” and the “Supplementary
Notification on B-share Cash Option Operations”.
6. If any B-share holder has any behavior that may lead to change of the trustee unit
of the B-share holder’s securities account (the operating division of a securities
company) such as transferring the trusteeship during the period from the cash option
distribution date to the application deadline for the cash options, he/she may not be
able to apply for exercising his/her cash options via the trading system of Shenzhen
Stock Exchange. Therefore, B-share holders are particularly advised not to transfer
the trusteeship or conduct any other behavior that may lead to change of the trustee
unit of their securities accounts (the operating division of a securities company)
during the said period. If any B-share holder has any behavior that may lead to change
of the trustee unit of the B-share holder’s securities account (the operating division of
a securities company) such as transferring the trusteeship during the said period,
he/she must apply for exercising cash options via the Company’s manual application.
7. This announcement only explains the specific operating procedure for the
Company’s B-share holders to apply for exercising cash options and other relevant
matters. It is not giving advice on whether to apply for exercising the cash options or
not. Investors are kindly reminded to pay attention to possible investment risks. The
Company disclosed on 19 Nov. 2012 the “Suggestive Announcement on the B-share
Cash Option Implementation of China International Marine Containers (Group) Co.,
Ltd.”. Should there be any discrepancy between the announcement on 19 Nov. 2012
and this announcement, this announcement shall prevail. For details about the listing
location change and listing & trading of domestically listed foreign shares on main
market of the Stock Exchange of Hong Kong Limited through introduction, please
read the Plan for Listing Location Change and Listing & Trading on Main Market of
The Stock Exchange Of Hong Kong Limited through Introduction of Domestic listed
foreign Investment Shares of China International Marine Containers (Group) Co., Ltd.
and relevant documents disclosed on www.cninfo.com.cn and www.szse.cn on 15 Aug.
2012, as well as relevant announcements to be disclosed by the Company.
I. Explanation
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In this announcement, the abbreviations on the left column refer to items on the right
column unless otherwise specified.
CIMC, the Company, the refer China International Marine Containers (Group)
Listed Company to Co., Ltd.
refer Domestically listed foreign shares issued by
CIMC B-shares, B-shares
to CIMC
refers Overseas listed foreign shares listed in Hong
H-shares
to Kong
China Merchants (CIMC) refers
China Merchants (CIMC) Investment Limited
Investment to
refers
COSCO COSCO Container Industries Limited
to
refers
Long Honour Long Honour Investments Limited
to
The Shenzhen branch of refers The Shenzhen branch of China Securities
SD&C to Depository and Clearing Co., Ltd.
refers
SEHK the Stock Exchange of Hong Kong Limited
to
II. Shareholders eligible to apply for exercising the cash options
After 4 Dec. 2012, the date of record and the date when the clearing and delivery for
the last trading day—29 Nov. 2012—before the B-share trading suspension complete,
all B-share holders of the Company other than China Merchants (CIMC) Investment
Limited, COSCO Container Industries Limited and its related enterprise Long Honour
Investments Limited that have promised to give up their rights to exercise cash
options, as well as directors, supervisors and senior executives holding restricted
shares, can apply for exercising cash options according to this announcement.
Where a shareholder succeeds in applying for exercising cash options, a third party
will pay the cash consideration to the shareholder and obtain the corresponding
B-shares of the Company.
According to the Proposal on the Plan Regarding Listing Location Change and Listing
& Trading of the Company’s Domestically Listed Foreign Shares on Main Market of
the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed
and approved at the Third Special Shareholders’ General Meeting for 2012 of the
Company, the Company’s A-share holders DO NOT have cash options.
III. Basic terms for the cash option
(I) Code and abbreviation for the cash option
Code: 238001
Abbreviation: ZJP1
(II) Target securities of the cash option
Code of target securities: 200039
Short name of target securities: ZJB
(III) Distribution method of cash option
Free of charge.
(IV) Arrangement for listing of cash option
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Not for listing.
(V) Distribution proportion of cash option
B-share holders of the Company will be granted a cash option for each share of
B-share. The minimum unit of stock for the application of cash option is 1 share.
(VI) Exercise proportion of cash option
Holder of relevant rights is entitled to sell 1 share of CIMC B-share to the third-party
for holding of an above mentioned right.
(VII) Exercise price of cash option
Exercise price of cash option is of HKD 9.83 per share.
(VIII) Distribution of cash option
If the securities account of an B-share holder is trusted in two or more than two
trading units (operations department of securities companies) on the date of record for
the cash options (4 Dec. 2012), and all with holding of B shares of the Company, then
the distribution is carried out by specific number of each trading unit of the mentioned
B shares holder on the registration date, sorted by size of holding and in turn. The
distribution will be complete when the amount of distribution is equal to the cash
option enjoyed by the mentioned B-share holder.
(IX) Measurement of the amount of cash option
The third party will provide cash options to all CIMC B-share holders that after the
clearance and delivery at the last trading date before final suspension of CIMC B
shares, of which China Merchants (CIMC) Investment Limited, COSCO and its
affiliated enterprise Long Honour have made commitment on renouncing the exercise
of capital option. Moreover, directors, supervisors as well as senor management will
not be able to exercise cash option.
(X) Application period of cash option
The application period of this B shares cash option will be 9:30—11:30 a.m. and 1:00
—3:00 p.m. from 5 Dec. 2012 to 11 Dec. 2012, and the expiration time will be on
3:00 p.m. of 11 Dec. 2012. In terms of manual application, the transport time or the
arrival and sign in of post materials can be up to the expiration time of the application
period.
(XI) Performance guarantee of cash option
Before the distribution of cash option, the third party will provide performance
guarantee by offering cash via a specific account and maintain sufficient amount of
cash.
(XII) Settlement method of cash option
Cash option will be settled by delivery of securities, that means when a holder of cash
option exercises, he/she shall deliver B shares of the Company at the same time as
well as obtain relevant exercise price from the third-party. With the success of
exercising 1 cash option by a B-share holder, the system will deduct 1 cash option
right and 1 share of CIMC B-share. In the meantime, the shareholders’ cash account
will acquire HKD 9.83 and deduct certain cash for relevant stock trading tax. The
exchange rate of Hong Kong dollar shall be determined by middle price of exchange
rate disclosed by People’s Bank of China on the exercise and clearance date of cash
option.
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(XIII) Arrangement of matured unexercised right
Cash options that fail to make application and exercise will be cancelled after the
application period.
IV. Application method for exercise of cash option
(I) Shareholders who trusts B shares of the Company in domestic security companies
will be able to carry out application and exercise via the trading system of Shenzhen
Stock Exchange
1. Exercise orders
Investors shall apply for exercising cash options via their B-share securities accounts.
For an investor with more than one B-share accounts, he/she shall apply separately for
every of his/her B-share accounts. For an investor holding CIMC B-shares in more
than one operating units under one B-share account, he/she shall apply separately for
the B-shares held in different operating units.
In accordance with notes of technology system of relevant security company and cash
deposit in his/her securities account, B-share holders will select an exercise code and
then forward an exercise code. Exercise orders including the following content:
Exercise code: 238001
Category of operation: exercise
Entrust number: the number of B-share cash option
Entrust price: HKD 9.83/share (exercise price)
Application is carried out with exercise order as the unit. The exercise order is
efficient that very day and is able to cancel that very day.
2. Issues for confirmation before the exercise
(1) The qualified B-share holders can choose to exercise their cash options totally or
partially. During the application period of cash options, the tradable share holders,
who have applied for exercising their cash options and it is confirmed as valid by
China Securities Depository and Clearing Corporation Limited Shenzhen Branch,
shall not withdraw the applied cash options totally or partially.
(2) Before the issuance of exercise orders, the B-share holders shall confirm that the
entrusted amount of exercise orders doesn’t exceed the amount of cash options in their
securities account that under the custody of this operation units and there are
sufficient CIMC B shares in their securities account. If the holders of frozen or
pledged shares intend to exercise their cash options, they shall release such freeze or
pledge before the application. If the holders of frozen or pledged shares plan to
exercise their cash options, they shall release such freeze or pledge before the
application. If the amount of cash options applied to exercise by B-share holders
exceeds the amount of unfrozen or unpledged shares actually held in their securities
account that under the custody of this operation units, such exercise entrust fails;
otherwise the former will be the effective application amount.
(3) Confirmation on the effective amount of multiple-applied shares
As for the multiple application of cash option with the same securities account and
application code of cash option during the application period, Shenzhen Branch of
China Securities Depository and Clearing Corporation Limited will add relevant
application numbers according to the sequence of receiving the applications and deal
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with them in sequence as well as confirm the effective amount of applied shares in
accordance with the procedures on applying for exercising the cash options and the
stipulations of Article (2) under the provision.
(4) If investors that has exercised cash option on T day pledge his/her
holding-for-exercise shares or his/her holding-for-exercise shares was judicial frozen
or deducted by force before the close of trading on T+1 day, then there is a possibility
that the exercise and delivery will fail on final delivery time of T+1 day.
In case of B-shares holders fail in exercising cash option, they shall make another
application within the exercise application period if they want to exercise.
3. The Company’s stock transaction treatment during the exercise period
During the application period, the Company’s B-share will stop to trade.
4. Amount of cash options, deduction of shares and acquisition of funds after the
exercise
With the success of exercise on T day, exercise capital will record into relevant
settlement reserves account automatically on T+1 day; in the meanwhile, it will
deduct corresponding amount of cash option rights and CIMC B-share of securities
account of B-share holders. Finally, relevant securities company will record relevant
exercise capital into capital account of B-share holders.
5. After the expiration of the application, the unexercised cash options in the securities
account of B-share holders will be written off.
6. Expenses
The B-share holders are free of charge for exercising cash option or withdrawing
application via trading system of stock exchange. The transfer party and the
acquisition party shall make payment of relevant taxes in accordance of relevant
regulations separately when handle the certificates of stock transfer of exercising cash
options and transfer procedure. If the transfer fails due to insufficient expenses, the
responsible party shall account for the responsibility. The exchange rate of Hong
Kong dollar shall be determined by middle price of exchange rate disclosed by
People’s Bank of China on the exercise and clearance date of cash option.
(II) Shareholders who didn’t trust B-share of the Company in domestic security
companies shall conduct manual application and exercise of cash option
1. Application for exercise
Investors shall apply for exercising cash options via their B-share securities accounts.
For an investor with more than one B-share accounts, he/she shall apply separately for
every of his/her B-share accounts. For an investor holding CIMC B-shares in more
than one operating units under one B-share account, he/she shall apply separately for
the B-shares held in different operating units.
Shareholders who didn’t trust B-share of the Company in domestic security
companies shall submit application materials to the Company via transport, post
within compulsory application period if they plan to exercise cash option. A
shareholder may choose to submit his/her exercise application materials via the
overseas securities company he/she deposits his/her shares with; or may choose to
submit the materials on his/her own. For contact information of the Company please
refer to “VII. For contact” of this announcement. The arrival and sign in of transport
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or post can be within the valid application period (up until 3:00 p.m. of 11 Dec. 2012).
If there is an insufficiency of application materials, the application is treated as
invalid.
In accordance of Guidelines on Cash Option Operations of Listed Companies by
China Securities Depository and Clearing Corporation Limited., Shenzhen Branch
and Guidelines on Management of Security Accounts by China Securities Depository
and Clearing Corporation Limited., Shenzhen Branch of China Securities Depository
and Clearing Corporation Limited., Shenzhen Branch, shareholders shall submit the
following materials for exercise application:
1) If a shareholder chooses to submit the exercise application materials via the
overseas depository securities company, the securities company shall submit the
following exercise application materials to the Company:
A. “Confirmation Letter of Investor Applying for Exercise Manually” filled and
signed by the B-share holder (see Attachment 1 to this announcement for the format
of the Confirmation Letter), copy of the ID papers of the B-share holder,
“Confirmation Letter” issued by the overseas depository securities company and
authenticated by a competent law firm in the place where the securities company
belongs (see Attachment 2 to this announcement for the format).
B. Valid ID papers of the overseas depository securities company and their copies
Valid ID papers refer to business registration documents, or documents proving the
establishment of the said institution that with the equal legal effect etc..
C. Copies of the legal representative certificate of the overseas depository securities
company and the valid identification papers of the legal representative, with the
official seal of the institution where the legal representative belongs
The overseas depository securities company must submit papers to prove the identity
of the principal of the overseas depository securities company, which include but are
not limited to the legal representative certificate, the articles of association or
resolutions of the board of directors that state the qualifications of the principal, the
registration certificate that states the powers and duties of the principal, etc.
(hereinafter referred to as the “Legal Representative Certificates” for convenience of
statement).
Subject to different applicants, besides the legal representative of a corporate body,
the principal of a depository securities company also includes the proxy appointed by
the executive partner of a partnership enterprise or a body, the principal of a
non-corporate of a venture capital enterprise, directors and main shareholders of an
overseas body, etc. (hereinafter referred to as the “Legal Representative”).
D. Legal Representative authorization letter of the overseas depository securities
company, with the signature/seal of the Legal Representative and the official seal of
the institution, if needed
Where the principal of an overseas depository securities company appoints a proxy, an
authorization letter with the signature/seal of the principal and the official seal of the
company must be submitted.
E. Show the originals of the valid identification papers of the operator and submit
their copies (if needed)
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F. Where the overseas depository securities company is a non-corporate body like a
partnership enterprise or a non-corporate venture capital enterprise, the following
application materials must be checked:
a. Partnership agreement or non-corporate venture capital enterprise contract signed
by investment parties and the articles of association, with the enterprise seal; and
b. List of names of all partners or investment parties and their valid identification
papers, as well as their copies.
G. For the valid identification papers of an overseas depository securities company,
they must carry the same investor name and number with those on the submission
forms; and the copies kept must be the same with the originals (where a copy is not
required, the original must be kept).
H. The application materials submitted by the overseas depository securities company
shall be in the Chinese language. If both a Chinese version and a foreign-language
version are submitted, the Chinese version shall prevail.
2) If a shareholder chooses to submit his exercise application materials on his own, he
shall submit the following to the Company:
(1) An individual investor shall submit the following as the exercise application
materials:
A. Fill in and sign up Letter of Confirmation of Investors on Manual Application for
Exercise (for the format refers to Attachment 1 of this announcement) which was
notarized as truthfulness and valid by relevant notary organizations.
B. Valid identification documents and copies
In terms of a foreign investor is natural persons, his/her valid identification documents
refer to Hong Kong Identity Card, Identity Card of Macau Resident, Mainland Travel
Permit for Taiwan Resident, Certificate of Permanent Residence of Chinese Resident
who is also an overseas countries (regions) residence holder and China’s passport,
identity card of residence in overseas countries (regions) or passport, etc.. (same
below)
C. In terms of an investor who entrusts others for application, he/she shall provide
letter of commission was notarized as truthfulness and valid by relevant notary
organizations and its copies, valid certificate of identity documents and copies of the
agent.
(2) An institutional investor shall submit the following as the exercise application
materials:
A. Fill in and sign up Letter of Confirmation of Investors on Manual Application for
Exercise (for the format refers to Attachment 1 of this announcement) which was
notarized as truthfulness and valid by relevant notary organizations.
B. Valid identification documents and copies
In terms of a foreign investor is an institution, the valid identification documents refer
to business registration documents, or documents proving the establishment of the
said institution that with the equal legal effect etc..
If there is a necessary, investors shall provide Tax Registration Certificate, tax
certificate etc. as supplemental documents. (if there isn’t a registration number on the
main page of certificate documents, investors shall provide Tax Registration
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Certificate or other documents that including tax registration number as a registration
ID.)
C. Copies of the legal representative certificate and the valid identification papers of
the legal representative, with the official seal of the institution where the legal
representative belongs
An institutional investor must submit papers to prove the identity of the principal of
the institutional investor, which include but are not limited to the legal representative
certificate, the articles of association or resolutions of the board of directors that state
the qualifications of the principal, the registration certificate that states the powers and
duties of the principal, etc. (hereinafter referred to as the “Legal Representative
Certificates” for convenience of statement).
Subject to different applicants, besides the legal representative of a corporate body,
the principal of an institutional investor also includes the proxy appointed by the
executive partner of a partnership enterprise or a body, the principal of a
non-corporate of a venture capital enterprise, directors and main shareholders of an
overseas body, etc. (hereinafter referred to as the “Legal Representative”).
D. Legal Representative authorization letter which is signed and notarized as factual
and valid by the relevant notary organ, with the signature/seal of the Legal
Representative and the official seal of the institution
Where the principal of an institutional investor appoints a proxy, an authorization
letter which is signed and notarized as factual and valid by the relevant notary organ,
with the signature/seal of the Legal Representative and the official seal of the
institution, must be submitted.
E. Valid identification papers of the operator and their copies
F. Where the institutional investor is a non-corporate body like a partnership
enterprise or a non-corporate venture capital enterprise, the following application
materials must be checked:
a. Partnership agreement or non-corporate venture capital enterprise contract signed
by investment parties and the articles of association, with the enterprise seal; and
b. List of names of all partners or investment parties and their valid identification
papers, as well as their copies.
(3) Notes for submitting the aforesaid exercise application materials
A. For the valid identification papers of an investor, they must carry the same investor
name and number with those on the submission forms; the copies kept must be the
same with the originals (where a copy is not required, the original must be kept); and
if they are the same with the certificates and information previously submitted to the
Shenzhen branch of China Securities Depository and Clearing Co., Ltd., the investor
does not need to submit authentication or notarization materials according to the
requirements in B and D below.
B. Except for the Chinese passport and the Mainland travel permit for Taiwan
residents signed and issued by the relevant department of China, as well as the
passport of an investor from a foreign country/region with the visa and entry
procedures handled properly, other aforesaid application materials of an overseas
investor must be authenticated or notarized according to the following requirements:
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a. The application materials submitted by a Hong Kong investor must be notarized by
a Hong Kong public notary entrusted by the Judicial Department of China, with the
special seal of China Legal Service (H.K.) Ltd. for Hong Kong notarial document
transmission. Where a Hong Kong natural-person investor submits his/her Mainland
Travel Permit for Hong Kong Residents at the same time, his/her ID card needs no
authentication.
b. The application materials submitted by a Macau investor must be notarized by the
notary offices of the Macau government or a public notary entrusted by the Judicial
Department of China, with the check seal of China Legal Service (Macau) Ltd..
Where a Macau natural-person investor submits his/her Mainland Travel Permit for
Macau Residents at the same time, his/her ID card needs no authentication.
c. The application materials submitted by a Taiwan corporate investor must be
notarized by the notary offices of Taiwan. And Straits Exchange Foundation must
send, according to the “Cross-Strait Agreement on Notarial Certificate Use and
Check” of 1993, the notarial certificate copy to the Mainland notary association. And
the Mainland notary association must issue an examination certificate to state that the
original notary certificate and the copy sent by Straits Exchange Foundation are the
same.
d. The application materials submitted by an investor from a foreign country/region
must be authenticated by the embassy/consulate of China in the country/region, or the
investor can go through the identification procedures as stipulated in the relevant
treaties signed by China and the country/region. Where the country/region has no
diplomatic relation with China, the application materials submitted by the investor
must be first authenticated by the ministry of foreign affairs of the country/region or
its authorized organ and the embassy/consulate of a third country in the
country/region that has diplomatic relation with China, and then authenticated by the
embassy/consulate of China in the third country.
C. The application materials submitted by the overseas investor shall be in the
Chinese language. If both a Chinese version and a foreign-language version are
submitted, the Chinese version shall prevail.
D. Where the authorizer of an overseas natural person or institution is entitled to sign
an authorization letter and the “Confirmation Letter for Investor Applying for
Exercising Cash Options Manually” in China, a Chinese notary office must notarize
the signing to prove that the authorization letter and the “Confirmation Letter for
Investor Applying for Exercising Cash Options Manually” are signed in China and are
factual and valid. Overseas notarization and authentication is not needed.
If an overseas natural person or his commission agent, or the Legal Representative of
an overseas institution or the legally authorized commission agent signs the
Confirmation Letter of Investor Applying for Exercise Manually under the on-site
witness of the company’s lawyers, domestic or overseas notarization and
authentication is not needed.
2. Matters to be confirmed before the exercise
(1) The qualified B-share holders can choose to exercise their cash options totally or
partially. During the period for application of cash options, the tradable share holders,
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who have applied for exercising their cash options and it is confirmed as effective by
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited,
shall not withdraw the applied cash options totally or partially.
(2) Before the application for exercise, the B-share holders shall confirm that the
entrusted amount of exercise orders doesn’t exceed the amount of cash options in their
securities account under the operating units and there is sufficient CIMC B-share in
their securities account. If the holders of frozen or pledged shares plan to exercise
their cash options, they shall release such freezing or pledge before the application. If
the amount of cash options applied to exercise by B-share holders exceeds the amount
of unfrozen or unpledged shares actually held in their securities account under
operating units, such exercise entrust fails; otherwise the former will be the effective
application amount.
(3) If a B-share holder pledged his/her holding shares or his/her holding shares was
judicial frozen or deducted by force during manual exercise application to allocation
period of exercise shares, thereof leads to the insufficiency of exercise shares on
actual allocation, the exercise submission fails to exercise.
3. The Company’s stock transaction treatment during the exercise period
During the period for application of cash options, the Company’s B-share will stop to
trade.
4. Amount of cash options, deduction of shares and gaining of exercise funds after the
exercise
After B-share holders succeed in exercising, it will deduct relevant amount of cash
options and CIMC B-share in the securities accounts of the B-share holders; within
three working days since Shenzhen Branch of China Securities Depository and
Clearing Corporation Limited transfers the shares involving the qualified application
of cash options to the name of the third party, and the third party will pay in cash to
the designated account of relevant investors that didn’t trust their B-shares of the
Company in domestic securities company at the price of HKD 9.83 for each cash
option and meanwhile deduct relevant taxes and fares arising from the shares transfer.
The exchange rate of Hong Kong dollar shall be determined by middle price of
exchange rate disclosed by People’s Bank of China on the exercise and clearance date
of cash option.
5. After the expiration of the application, the unexercised cash options in the securities
account of B-share holders will be written off.
6. Expenses
The B-share holders shall undertake all the expenses arising from their manual
application for exercising cash options or withdrawal of application. The third party
shall withhold the transfer fees of exercised shares from B-share holders in
accordance with the amount of exercised shares applying for transfer. The exchange
rate of Hong Kong dollar shall be determined by middle price of exchange rate
disclosed by People’s Bank of China on the exercise and clearance date of cash
option.
V. Commitments made by the third party of cash options
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The third party that provides the cash options is Broad Ride Limited . Broad
Ride Limited is a limited liability company (registration No. 1699017) incorporated
by Hony Capital Fund V, L.P. in British Virgin Islands. It is a wholly-funded
subsidiary of Hony Capital Fund V, L.P.. As an exempted limited partnership and a
fund denominated in the US dollars, Hony Capital Fund V, L.P. was established and
managed by Hony Capital Fund V GP, L.P. (also an exempted limited partnership
incorporated in the Cayman Islands).
Broad Ride Limited makes the commitments as follows:
“Our company’s financial status is good enough to perform the duties of the third
party stipulated by the above plan; as the third party in the above plan, our company
will perform the duties of the third party stipulated by the above plan, and make all
necessary efforts to assist CIMC Group and Guotai Junan as well as other parties (if
any) to promote the implementation of the above plan;”
Of which, “the above plan” refers to the Announcement on the Plan Regarding Listing
Location Change and Listing & Trading of Domestically Listed Foreign Shares on
Main Market of the Stock Exchange of Hong Kong Limited through Introduction
published on 15 Aug. 2012, “Guotai Junan” refers to Guotai Junan Securities
(Hongkong) Co., Ltd.
VI. Schedule on the implementation of cash options
The final trading date of B-share cash
29 Nov. 2012
option
Registration date of B-share cash
4 Dec. 2012
option
Trading days from 5 Dec. 2012 to 11
Dec. 2012
9:30—11:30 a.m., 1:00—3:00 p.m.
(the application will be expired on 3:00
Application period of cash option
p.m. of 11 Dec. 2012. In terms of manual
application, the arrival and sign in of
transport or post can be until the
expiration date of application period)
VII. For contact
Persons for contact: Mr. Wang Xinjiu and Ms. Bin Bei
Address: 7/F, CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District,
Shenzhen, Guangdong
Zip code: 518067
Tel: 0755-26691130
Fax: 0755-26813950
Board of Directors
China International Marine Containers (Group) Co., Ltd.
4 December 2012
14
Attachment 1:
Letter of Confirmation of Investors on Manual Application for Exercise
To China International Marine Containers (Group) Co., Ltd.
The applicant states that I / my company authorize China International Marine
Containers (Group) Co., Ltd. (hereinafter referred to as “CIMC Group”) to apply for
exercising the cash options under the conditions of fully knowing relevant situation on
the authorization of the application for exercising the cash options regarding the
listing location change and listing & trading of domestically listed foreign shares on
main market of the stock exchange of Hong Kong Limited through introduction of
CIMC Group (the shift from CIMC B-share to H-share).
I / my company (ID card No. / business license No.: , Shenzhen securities
account No.: and address: ) is a B-share holder of CIMC Group. During the
shift from CIMC B-share to H-share, I / my company gains a total of cash options
(code of option: 238001; name of option: ZJP1), and still hold the above cash options
before the exercise.
According to “China International Marine Containers (Group) Co.,
Ltd.—Announcement on B-share Cash Option Implementation Plan Regarding
Listing Location Change and Listing & Trading of Domestically Listed Foreign
Shares on the Main Board of the Stock Exchange of Hong Kong Limited through
Introduction” published on 1 Dec. 2012 by your company, I / my company wants to
apply for exercising cash options for CIMC B-shares (code of option: 238001; name
of option: ZJP1) entrusted in custodian unit (name of custodian unit: and
code of custodian unit: )
ID card No. of applicant (or business license No.):
Name of applicant:
Name of bank of applicant for receivables:
Bank account No. of applicant for receivables:
Person to contact:
Tel.:
Applicant (signature/seal): Fingerprint of applicant:
Date:
15
Attachment 2:
Confirmation Letter
To: China International Marine Containers (Group) Co., Ltd.
______________________(hereinafter referred to as the “Company”) confirms that:
1. Upon check by the Company, up to 4 Dec. 2012, the individuals/institutions in the
table below (hereinafter referred to as the “Applicants”) are B-share holders of China
International Marine Containers (Group) Co., Ltd. (“your company”) and hold your
company’s B-shares on a legal basis. According to “China International Marine
Containers (Group) Co., Ltd.—Announcement on B-share Cash Option
Implementation Plan Regarding Listing Location Change and Listing & Trading of
Domestically Listed Foreign Shares on the Main Board of the Stock Exchange of
Hong Kong Limited through Introduction” disclosed by your company on 1 Dec.
2012, the Applicants are legally entitled to cash options and application for exercising
cash options. According to the relevant agreement between the Company and the
Applicants, the Company hereby manually applies for exercising cash options on
behalf of the Applicants.
Serial No. Name of ID card No./ Securities Address Custodian Name of Code of Code Name Number of
applicant business account unit custodian custodian of of cash options
license No. No. for unit unit option option applied to
Shenzhen exercise
stock
market
2. Upon check by the Company, it is confirmed that the application materials
submitted by the Applicants and their entrusted proxies for exercising cash options are
factual, complete and accurate.
3. Upon check by the Company, it is confirmed that the “Letter of Confirmation of
Investors on Manual Application for Exercise”, the “Authorization Letter” and other
relevant documents submitted by the Applicants and their entrusted proxies are signed
and sealed by themselves.
4. Upon check by the Company, it is confirmed that the application materials
submitted by the Applicants during and for this cash option exercise state their will
factually, completely and accurately.
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5. The Company has obtained full authorization from the Applicants to handle the
application and exercise of cash options for them. Meanwhile, the operators of the
Company have obtained full authorization from the Company to handle to cash option
application and exercise. The application materials submitted by our operators to your
company state the Company’s will factually, completely and accurately, without any
concealment or omission.
6. If the Applicants have any dissidence regarding the cash option application and
exercise, the Company shall take legal responsibility for all consequences and your
company has no responsibility regarding this.
Name of the Company:
(Company seal)
Date:
17(交易所)
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