THIS SUPPLEMENTARY CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this supplementary circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD., you should at once hand this supplementary circular and the form of proxy and the reply slip to the purchaser or transferee or to the bank or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplementary circular, 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 supplementary circular.
中 國 國 際 海 運 集 裝 箱(集 團)股 份 有 限 公 司
CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2039)
SUPPLEMENTARY CIRCULAR RELATING TO
- DISCLOSEABLE TRANSACTION;
- PROPOSAL ON INTERNAL ADJUSTMENTS OF GUARANTEES PROVIDED;
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS,
THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS,
THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE;
AND
(4) PROPOSED APPOINTMENT OF DIRECTORS
A notice setting out the additional resolutions to be resolved at the EGM to be held at 14:40 on Friday, 9 October 2020 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC has been despatched by the Company on 16 September 2020 and is also published on the websites of the Hong Kong Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.cimc.com).
The holders of A Shares and the holders of H Shares are both entitled to attend and vote at the EGM.
A notice convening the EGM to be held at 14:40 on Friday, 9 October 2020 at CIMC R&D Centre, 2 Gangwan Avenue, Shekou, Nanshan District, Shenzhen, Guangdong, the PRC dated 16 September 2020 has been sent together with the proxy form. Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the office as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish.
16 September 2020
CONTENTS
DEFINITIONS . . . | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 | |
APPENDIX I | LIST OF NEW DOMESTIC AND OVERSEAS | |
WHOLLY-OWNED SUBSIDIARIES, | ||
MAJORITY-OWNED SUBSIDIARIES AND | ||
ASSOCIATED COMPANIES AND LIST OF | ||
NEW COMPANIES WITH GEARING RATIO | ||
OVER 70% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 51 | |
APPENDIX II PROPOSED AMENDMENTS TO | ||
THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . . . . . | 54 | |
APPENDIX III PROPOSED AMENDMENTS TO | ||
THE RULES OF PROCEDURE FOR | ||
THE GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . | 63 | |
APPENDIX IV | PROPOSED AMENDMENTS TO | |
THE RULES OF PROCEDURE FOR | ||
THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . | 64 | |
APPENDIX V PROPOSED AMENDMENTS TO | ||
THE RULES OF PROCEDURE FOR | ||
THE SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . | 66 | |
APPENDIX VI | INFORMATION ON THE PROPOSED | |
APPOINTMENT OF DIRECTORS . . . . . . . . . . . . . . . . . . . | 67 |
- i -
DEFINITIONS
Unless the context otherwise requires, the following expressions in this supplemental circular shall have the following meanings:
"A Share(s)" | the domestic share(s) in the registered share capital | ||||
of the Company with a nominal value of RMB1.00 | |||||
each, which are listed on the Shenzhen Stock | |||||
Exchange and traded in RMB; | |||||
"Articles of Association" | the articles of association of the Company, as | ||||
amended from time to time; | |||||
"Board" | the board of Directors of the Company; | ||||
"Capital Increase Agreement" | the capital increase agreement signed by CIMC | ||||
Shenfa, Country Garden, Oriental Tianyu, Chang'an | |||||
Trust, Qujiang Cultural Industry Investment and | |||||
CIMC Industry & City in relation to CIMC Industry | |||||
& City on 18 August 2020; | |||||
"Chang'an Trust" | Chang'an International Trust Co., Ltd., a joint stock | ||||
company incorporated under the PRC law; | |||||
"CIMC Enric" | CIMC Enric Holdings Limited (中集安瑞科控股有限 | ||||
公司), the shares of which are listed on the Hong | |||||
Kong | Stock Exchange (Stock | Code: | 3899), | a | |
non-wholly owned subsidiary of the Company; | |||||
"CIMC Finance Company" | CIMC Finance Co., Ltd., a non-wholly owned | ||||
subsidiary of the Company; | |||||
"CIMC Financial Leasing" | CIMC Financial Leasing Co., Ltd., a wholly-owned | ||||
subsidiary of the Company; | |||||
"CIMC Industry & City" or | Shenzhen CIMC Industry & City Development Group | ||||
"CIMC Skyspace Real Estate" | Co., Ltd. (formerly known as Shenzhen CIMC | ||||
Skyspace Real Estate Development Co., Ltd.), a | |||||
non-wholly owned subsidiary of the Company as at | |||||
the Latest Practicable Date; | |||||
"CIMC Shenfa" | CIMC | Shenfa Development | Co., | Ltd., | a |
wholly-owned subsidiary of the Company; | |||||
"CIMC TianDa" | CIMC-TianDa Holdings Company Limited, the | ||||
shares of which are listed on the Hong Kong Stock | |||||
Exchange (Stock Code: 445), a non-wholly owned | |||||
subsidiary of the Company; |
- 1 -
DEFINITIONS | |
"CIMC Unit Load" | CIMC Unit Load Holdings Co., Ltd., a wholly-owned |
subsidiary of the Company; | |
"CIMC Vehicles" | CIMC Vehicles (Group) Co., Ltd., the shares of |
which are listed on the Main Board of the Hong Kong | |
Stock Exchange (Stock Code: 1839), a non-wholly | |
owned subsidiary of the Company; | |
"Circular" | the circular of the Company dated 16 September |
2020; | |
"Company" | China International Marine Containers (Group) Co., |
Ltd. (中國國際海運集裝箱(集團)股份有限公司), a | |
joint stock company incorporated in the PRC with | |
limited liability under the Company Law of the PRC | |
in January 1980, the H shares of which are listed on | |
the Hong Kong Stock Exchange and the A shares of | |
which are listed on the Shenzhen Stock Exchange; | |
"Company Law" | the Company Law of the PRC; |
"Completion Date of Industrial and | the date on which CIMC Industry & City collected its |
Commercial Registration of | new business license upon the completion of all |
Capital Increase" | registration and filing procedures for industrial and |
commercial changes in relation to the capital increase | |
made by Qujiang Cultural Industry Investment to | |
CIMC Industry & City; | |
"Container Holding" | CIMC Container Holding Co., Ltd., a wholly-owned |
subsidiary of the Company; | |
"Country Garden Real Estate | Country Garden Real Estate Group Co., Ltd., an |
Group" or "Country Garden" | indirect wholly-owned subsidiary of Country Garden |
Holdings Company Limited (Stock Code: 02007.HK) | |
listed on the Hong Kong Stock Exchange; | |
"Director(s)" | the director(s) of the Company; |
"Existing Projects" | property projects held and operated or projects being |
developed in the name of CIMC Industry & City and | |
companies held by itself as at the Valuation | |
Benchmark Date; |
- 2 -
DEFINITIONS | |
"Extraordinary General Meeting" | the first extraordinary general meeting of the |
or "EGM" | Company to be convened at 14:40 on Friday, 9 |
October 2020 at CIMC R&D Centre, 2 Gangwan | |
Avenue, Shekou, Nanshan District, Shenzhen, | |
Guangdong, the PRC; | |
"Group" | the Company and its subsidiaries; |
"H Share(s)" | the overseas-listed foreign share(s) in the registered |
share capital of the Company with a nominal value of | |
RMB1.00 each, which are listed on the Hong Kong | |
Stock Exchange and traded in Hong Kong dollars; | |
"H Share Registrar" | Computershare Hong Kong Investor Services |
Limited, the Company's H Share Registrar; | |
"H Shareholder(s)" | the holder(s) of H Share(s); |
"HK$" | Hong Kong dollar(s), the lawful currency of Hong |
Kong; | |
"Hong Kong" | the Hong Kong Special Administrative Region of the |
PRC; | |
"Hong Kong Listing Rules" | the Rules Governing the Listing of Securities on the |
Hong Kong Stock Exchange; | |
"Hong Kong Stock Exchange" | The Stock Exchange of Hong Kong Limited; |
"Latest Practicable Date" | 10 September 2020, being the latest practicable date |
for the purpose of ascertaining certain information | |
contained in this supplemental circular; | |
"Members" | all members of CIMC Industry & City upon the |
Completion Date of Industrial and Commercial | |
Registration of Capital Increase, including: CIMC | |
Shenfa, Country Garden, Qujiang Cultural Industry | |
Investment, Oriental Tianyu and Chang'an Trust; | |
"Modern Logistics" | CIMC Modern Logistics Development Co., Ltd., a |
non-wholly owned subsidiary of the Company; | |
"Oriental Tianyu" | Shenzhen Oriental Tianyu Investment Development |
Co., Ltd., a limited company incorporated under the | |
PRC law; |
- 3 -
DEFINITIONS | |
"Original Members" | collectively, CIMC Shenfa, Country Garden, Oriental |
Tianyu and Chang'an Trust under the Capital | |
Increase Agreement; | |
"PRC" | the People's Republic of China, which for the |
purposes of this supplemental circular, excludes | |
Hong Kong Special Administrative Region, the | |
Macau Special Administrative Region and Taiwan; | |
"Proposal on Internal Adjustments | the proposed resolutions III to VII as set out in this |
of Guarantees Provided" | supplemental circular hereinafter; |
"Proposed Invested Project(s)" | property project(s) to be certainly secured and |
operated by CIMC Industry & City according to the | |
intentions reached or agreements entered into as at | |
the Valuation Benchmark Date; | |
"Qianhai Projects" | nine land parcels in Unit 09 of Qianhai Free Trade |
Zone, No. T102-0289, No. T102-0290, No. | |
T102-0342, No. T102-0330, No. T102-0331, No. | |
T102-0332, No. T102-0333, No. T102-0334, No. | |
T102-0335; | |
"Qujiang Cultural Industry | Xi' an Qujiang Cultural Industry Investment (Group) |
Investment" | Co., Ltd. (西安曲江文化產業投資(集團)有限公司), a |
limited liability company incorporated under the PRC | |
law; | |
"RMB" | Renminbi, the lawful currency of the PRC; |
"Rules of Procedure for | the Rules of Procedure for the Board of Directors of |
the Board of Directors" | China International Marine Containers (Group) Co., |
Ltd.; | |
"Rules of Procedure for | the Rules of Procedure for the General Meetings of |
the General Meetings" | China International Marine Containers (Group) Co., |
Ltd.; | |
"Rules of Procedure for | the Rules of Procedure for the Supervisory |
the Supervisory Committee" | Committee of China International Marine Containers |
(Group) Co., Ltd.; | |
"Share(s)" | the share(s) of the Company, including A Share(s) |
and H Share(s); | |
"Shareholder(s)" | the holder(s) of the Share(s); |
- 4 -
DEFINITIONS | |
"subsidiary(ies)" | has the meaning ascribed thereto under the Hong |
Kong Listing Rules; | |
"substantial Shareholder(s)" | has the meaning ascribed thereto under the Hong |
Kong Listing Rules; | |
"Valuation Benchmark Date" | 31 December 2019; |
"Yantai Raffles" | Yantai CIMC Raffles Offshore Ltd., a non-wholly |
owned subsidiary of the Company; | |
"%" | per cent. |
- for identification purposes only
- 5 -
LETTER FROM THE BOARD
中 國 國 際 海 運 集 裝 箱(集 團)股 份 有 限 公 司
CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2039) | |
Board of Directors: | Legal address, registered address |
Executive Director: | and address of head office: |
Mr. MAI Boliang (Chairman) | 8th Floor, CIMC R&D Centre, |
2 Gangwan Avenue, | |
Non-executive Directors: | Shekou, Nanshan District, |
Mr. LIU Chong (Vice Chairman) | Shenzhen, |
Mr. HU Xianfu | Guangdong, the PRC |
Mr. MING Dong | |
Independent non-executive Directors: | |
Mr. HE Jiale | |
Mr. PAN Zhengqi | |
Ms. LUI FUNG Mei Yee, Mabel | |
16 September 2020 | |
To the Shareholders | |
Dear Sir or Madam, |
- DISCLOSEABLE TRANSACTION;
- PROPOSAL ON INTERNAL ADJUSTMENTS OF GUARANTEES PROVIDED;
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS,
THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS,
THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE;
AND
(4) PROPOSED APPOINTMENT OF DIRECTORS
INTRODUCTION
References are made to the announcements dated 6 August 2020 and 24 August 2020 and the circular dated 16 September 2020 of the Company, in relation to, among others, the payment of the Additional Capital of RMB1,606,124,427 by Country Garden to CIMC Skyspace Real Estate, an indirect non-wholly owned subsidiary of the Company, and the corresponding increased in the Additional Capital to the equity value of uncompleted parts of Qianhai Projects (if any) to a maximum of RMB39,012,616. Upon the completion of the transaction, the equity interests in CIMC Skyspace Real Estate held by Country Garden will increase from 25% to 30%.
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LETTER FROM THE BOARD
Reference is also made to the announcement of the Company dated 18 August 2020, in relation to, among others, the payment of the tentative proposed Additional Capital Price of RMB2,351,531,106.75 by Qujiang Cultural Industry Investment to CIMC Skyspace Real Estate, an indirect non-wholly owned subsidiary of the Company, of which, RMB90,940,737.86 will be used to subscribe for the registered capital of CIMC Skyspace Real Estate correspondingly, and RMB2,260,590,368.89 is proposed to be transferred to the capital reserve of CIMC Skyspace Real Estate. Upon completion of the transaction (assuming that the Capital Increase by Country Garden has been completed), the registered capital of CIMC Skyspace Real Estate will be increased to RMB454,703,689.29, Qujiang Cultural Industry Investment will hold 20% equity interest in CIMC Skyspace Real Estate. The percentage of equity interest held by the Company in CIMC Skyspace Real Estate will be decreased to 45.92%, CIMC Skyspace Real Estate will become an associate of the Group and will be accounted for using equity method.
Reference is also made to the announcement of the Company dated 27 August 2020, in relation to, among others, (i) the Proposal on Internal Adjustments of Guarantees Provided;
- the Proposed Amendments to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee and (iii) the proposed appointment of Directors.
The purpose of this supplementary circular is to, among other things, provide you the information in relation to the following additional resolutions to be proposed at the EGM, so that you can make informed decisions regarding whether to vote on or against the resolutions to be proposed at the EGM.
The following additional ordinary/special resolutions will be proposed by the Company at the EGM for approval, among others, (I) the Resolution on the Introduction of Strategic Investor Xi'an Qujiang Cultural Industry Investment (Group) Co., Ltd. by Shenzhen CIMC Industry & City Development Group Co., Ltd.; (II) the Resolution on Capital Flow between Shenzhen CIMC Industry & City Development Group Co., Ltd. and the Company and Provision of Related Guarantees After the Introduction of the Strategic Investor; (III) the Resolution Regarding Update on Financial Institutions Facility and Project Guarantee Provided to Subsidiaries of the Company in 2020; (IV) the Resolution Regarding the Update of the Provision of Financing Guarantee by CIMC Enric Holdings Limited and its Subsidiaries for Clients and Minority Shareholders in 2020; (V) the Resolution Regarding Update on the Application by CIMC Finance Company Limited to Provide External Guarantees Business for the Group's Subsidiaries in 2020; (VI) the Resolution Regarding the Update of the Provision of Credit Guarantee by Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. for its Clients in 2020; (VII) the Resolution Regarding the Update of the Provision of Credit Guarantee by Shenyang CIMC Industrial Park Investment and Development Co., Ltd. for its Clients in 2020; (VIII) the Proposed Amendments to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee; and (IX) the proposed appointment of Directors, and further details and other information of which will be provided, so that you can make informed decisions regarding your voting on the resolutions to be proposed at the EGM.
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LETTER FROM THE BOARD
1. DISCLOSEABLE TRANSACTION
- Resolution on the Introduction of Strategic Investor Xi'an Qujiang Cultural Industry Investment (Group) Co., Ltd. by Shenzhen CIMC Industry & City Development Group Co., Ltd.
An ordinary resolution will be proposed by the Company at the EGM for the Shareholders to consider and pass the Resolution on the Introduction of Strategic Investor Xi'an Qujiang Cultural Industry Investment (Group) Co., Ltd. by Shenzhen CIMC Industry & City Development Group Co., Ltd., details of which are set out as follows:
Qujiang Cultural Industry Investment, a strategic investor, will be introduced by CIMC Skyspace Real Estate (a controlled subsidiary of CIMC Shenfa Development Co., Ltd. ("CIMC Shenfa", a wholly-owned subsidiary of the Company)) and 20% equity interests of CIMC Skyspace Real Estate is to be held by Qujiang Cultural Industry Investment. It was approved for the plan to introduce the strategic investor and it was approved to sign the Capital Increase Agreement and the Capital Increase Agreement will take effect when it is signed by legal representative or authorized person of respective parties with company seal, and Qujiang Cultural Industry Investment completes the approval procedures for state-owned assets and it is considered and approved by an authorized institution of the Company, whichever is later;
CIMC Shenfa waives its preferential subscription right according to the plan for introducing the strategic investor;
Upon completion of the introduction of the strategic investor, the registered capital of CIMC Skyspace Real Estate will be increased from RMB363,762,951.43 to RMB454,703,689.29. The respective proportions of shareholding of shareholders are: 45.92% for CIMC Shenfa, 24% for Country Garden Real Estate Group, 20% for Qujiang Cultural Industry Investment, 5.6% for Oriental Tianyu and 4.48% for Chang'an Trust;
The aforesaid resolution was considered and approved by the Board on 18 August 2020 and is hereby proposed at the EGM for consideration and approval by way of an ordinary resolution.
Background
According to the Capital Increase Agreement dated 18 August 2020, Qujiang Cultural Industry Investment paid the tentative the Additional Capital Price of RMB2,351,531,106.75 to CIMC Skyspace Real Estate, an indirect non-wholly owned subsidiary of the Company, of which, RMB90,940,737.86 will be used to subscribe for the registered capital of CIMC Skyspace Real Estate correspondingly, and RMB2,260,590,368.89 is proposed to be transferred to the capital reserve of CIMC Skyspace Real Estate. Upon completion of the transaction (assuming that the Capital Increase by Country Garden has been completed), the registered capital of CIMC
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LETTER FROM THE BOARD
Skyspace Real Estate will be increased to RMB454,703,689.29, Qujiang Cultural Industry Investment (as the strategic investor) will hold 20% equity interest in CIMC Skyspace Real Estate.
Capital Increase Agreement
Principal terms of the Capital Increase Agreement are set out below:
Date | : | 18 August 2020 (after trading hours) |
Parties | : | CIMC Skyspace Real Estate, an indirect non-wholly owned |
subsidiary of the Company; | ||
CIMC Shenfa, a wholly-owned subsidiary of the Company; | ||
Country Garden; | ||
Oriental Tianyu; | ||
Chang'an Trust; and | ||
Qujiang Cultural Industry Investment. |
Increase Capital Injection to CIMC Skyspace Real Estate
As at the Latest Practicable Date, CIMC Skyspace Real Estate is an indirect non-wholly owned subsidiary of the Company, and CIMC Shenfa, Country Garden, Oriental Tianyu and Chang'an Trust hold 61.5%, 25%, 7.5% and 6% of its equity interest, respectively.
Reference is made to the announcement of the Company dated 6 August 2020 in relation to the capital increase agreement of Country Garden signed by CIMC Skyspace Real Estate and Country Garden, pursuant to which the equity interest in CIMC Skyspace Real Estate held by Country Garden will be increased from 25% to 30% (the "Capital Increase by Country Garden"). Upon the completion of the Capital Increase by Country Garden, CIMC Skyspace Real Estate will be held as to 57.4%, 30%, 7% and 5.6% by CIMC Shenfa, Country Garden, Oriental Tianyu and Chang'an Trust. As of the Latest Practicable Date, the completion of the Capital Increase by Country Garden is subject to approval at the general meeting of the Company on the Capital Increase by Country Garden.
Upon the completion of the capital increase (assuming that the Capital Increase by Country Garden has been completed), CIMC Skyspace Real Estate will be held as to 45.92%, 24%, 20%, 5.6% and 4.48% by CIMC Shenfa, Country Garden, Qujiang Cultural Industry Investment, Oriental Tianyu and Chang'an Trust, respectively. In view of the equity interest indirectly held by the Company in CIMC Skyspace Real
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LETTER FROM THE BOARD
Estate through CIMC Shenfa, a wholly-owned subsidiary of the Company, the equity interest held by the Company in CIMC Skyspace Real Estate will be further decreased to 45.92%, CIMC Skyspace Real Estate will become an associate of the Group and will be accounted for using equity method, upon the completion of the capital increase (assuming that the Capital Increase by Country Garden has been completed).
Additional Capital
The total amount of the proposed Additional Capital to be paid by Qujiang Cultural Industry Investment to CIMC Skyspace Real Estate in respect of the Capital Increase Agreement is tentatively determined at RMB2,351,531,106.75 (depending on the final amount approved by the state-owned assets supervision and administration commission which supervises Qujiang Cultural Industry Investment and at the general meeting of the Company), to subscribe for the registered capital of CIMC Skyspace Real Estate in an amount of RMB90,940,737.86 correspondingly, and RMB2,260,590,368.89 is proposed to be transferred to the capital reserve of CIMC Skyspace Real Estate. Upon completion of the aforementioned capital increase (assuming that the Capital Increase by Country Garden has been completed), the registered capital of CIMC Skyspace Real Estate will be increased to RMB454,703,689.29.
The proposed Additional Capital Price will be consisted of the corresponding additional capital prices of the Existing Projects, the Proposed Invested Projects and the Capital Increase by Country Garden, among which, the corresponding additional capital price of the Existing Projects is a fixed amount, i.e. RMB1,342,500,000, the tentative corresponding additional capital price of the Proposed Invested Projects is RMB607,500,000 (final Additional Capital Price is subject to the determination and adjustment by the method and mechanism as agreed in the agreement), and the tentative corresponding additional capital price of the Capital Increase by Country Garden is RMB401,531,106.75 (final Additional Capital Price is subject to the determination and adjustment pursuant to the capital increase agreement of Country Garden signed in relation to the capital increase by Country Garden in CIMC Skyspace Real Estate).
Special arrangement: If the Additional Capital Price finally determined in accordance with the Capital Increase Agreement is different from the above additional capital price, the final Additional Capital Price shall prevail, and the registered capital and shareholding percentage of CIMC Skyspace Real Estate shall remain unchanged, while capital reserve shall be adjusted according to actual conditions.
Basis for the Determination of Additional Capital
The Additional Capital of the transaction was determined by the parties on normal commercial terms and after arm's length negotiation, and with reference to the valuation report (with the Valuation Benchmark Date being 31 December 2019) issued by the independent valuation institution engaged by the Group using asset-based method and market method.
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LETTER FROM THE BOARD
Adjustment Mechanism of the Additional Capital for Uncompleted Parts of Qianhai
Projects
If there is an adjustment in the planning quota of the gross floor area of uncompleted parts of Qianhai Projects, the equity value and the additional capital of uncompleted parts of Qianhai Projects will be adjusted according to the adjustment mechanism in the Capital Increase Agreement; if the floor area planning quota for uncompleted parts of Qianhai Projects is not adjusted, the equity value and the additional capital of uncompleted parts of Qianhai Projects should not be adjusted.
Adjustment in the equity values = (Estimated average unit price of land parcels with adjusted gross floor area of uncompleted parts of Qianhai Projects x the adjusted gross floor area - all corresponding land price increasing or refunding attributable to such part of gross floor area) x 75%.
The tentative additional capital for uncompleted parts of Qianhai Projects shall be adjusted according to the following agreement if there is an adjustment in the equity values of the uncompleted parts of Qianhai Projects:
The adjustment in the tentative additional capital = Adjustment in the equity values/80% x 20%.
Payment of the Additional Capital Price
Within ten working days from the effective date of the Capital Increase Agreement, the offeror shall open an escrow amount under the name of CIMC Skyspace Real Estate with the designated bank, which will be under the common management of CIMC Skyspace Real Estate and Qujiang Cultural Industry Investment with seals handed over by both parties in advance. Within five working days from the date on which the escrow amount is opened, Qujiang Cultural Industry Investment shall pay the corresponding additional capital price of the Existing Projects of RMB1,342,500,000 to the escrow amount in full.
At the Completion Date of Industrial and Commercial Registration of Capital Increase, Qujiang Cultural Industry Investment should unconditionally coordinate to release the corresponding additional capital price of the Existing Projects of RMB1,342,500,000 in the escrow amount and transfer the same to the designated receiving account of CIMC Skyspace Real Estate. Within five working days from the date on which any one project of the Proposed Invested Projects is launched pursuant to the agreed launching standards, Qujiang Cultural Industry Investment should pay the corresponding additional capital price of the Proposed Invested Project which has been launched to the designated receiving account of CIMC Skyspace Real Estate. Within five working days after CIMC Skyspace Real Estate receives Capital Increase by Country Garden, Qujiang Cultural Industry Investment should pay the corresponding additional capital price of the Capital Increase by Country Garden to the designated receiving account of CIMC Skyspace Real Estate.
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LETTER FROM THE BOARD
Conditions Precedent and Completion
The completion of capital increase is subject to the fulfillment of all of the following conditions:
- legal representatives or authorised representatives of parties of the Capital Increase Agreement sign and seal the Capital Increase Agreement;
- Qujiang Cultural Industry Investment completes the approving procedures required by the state-owned assets supervision and administration commission, and competent department of Company considers and approves, whichever is the later.
After the Capital Increase Agreement becomes effective, all parties shall complete the procedures for registering relevant changes with industry and commerce authorities in respect of the capital increase, and CIMC Skyspace Real Estate shall obtain the new business license.
Corporate Governance of CIMC Skyspace Real Estate Following the Completion of
Capital Increase
After the Completion Date of Industrial and Commercial Registration of Capital Increase, CIMC Skyspace Real Estate shall establish a new general meeting, which will be composed of all shareholders and will be the highest authority of CIMC Skyspace Real Estate. Important resolutions at general meeting shall be passed by the affirmative vote of shareholders representing more than three-quarters (excluding) voting rights, and general resolutions shall be passed by the affirmative vote of shareholders representing more than one-half (excluding) voting rights.
Upon the Completion Date of Industrial and Commercial Registration of Capital Increase, CIMC Skyspace Real Estate will re-organise its board of directors to have nine members, of whom four, two, two and one will be nominated by CIMC Shenfa, Country Garden, Qujiang Cultural Industry Investment and Oriental Tianyu, respectively, subject to appointment at the general meeting. In principle, the chairman of the board of directors shall be acted by a director nominated by CIMC Shenfa. The board of directors shall have two vice-chairmen, one will be acted by the director nominated by Country Garden and the other will be acted by the director nominated by Qujiang Cultural Industry Investment. Important resolutions of the board of directors shall be passed by the affirmative vote of more than three-quarters (excluding) of directors, and general resolutions shall be passed by the affirmative vote of more than one-half (excluding) of directors.
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LETTER FROM THE BOARD
After the completion of the capital increase, CIMC Skyspace Real Estate will establish a board of supervisors which will be composed five supervisors, of whom one, one, one, one and one will be nominated by CIMC Shenfa, Country Garden, Qujiang Cultural Industry Investment, Oriental Tianyu and Chang'an Trust, respectively. The chairman of the board of supervisors will be acted by the supervisor nominated by CIMC Shenfa.
Upon completion of the capital increase, CIMC Skyspace Real Estate will have general manager, vice general manger, chief financial officer and deputy chief financial officer. The general manager will be appointed by the board of directors and will act as the legal representative of CIMC Skyspace Real Estate. The chief financial officer and the deputy chief financial officer to be recommended by the Members will be nominated by the general manager and appointed by the board of directors. The vice general manger will be nominated by the general manager and appointed by the board of directors.
As agreed by all parties, after the Completion Date of Industrial and Commercial Registration of Capital Increase, Members will not consolidate CIMC Skyspace Real Estate into their respective financial statements.
After the Capital Increase Agreement takes effect and the industrial and commercial registration is completed, and CIMC Skyspace Real Estate establishes the new general meeting, completes the re- structuring of its board of directors and amends its articles of association, the Group will lose its control over the general meeting and the board of directors, and CIMC Skyspace Real Estate will cease to be consolidated into the financial statements of the Group.
Distribution of Profit of CIMC Skyspace Real Estate
On the premise that the operations of CIMC Skyspace Real Estate are satisfied, the Members will be entitled to profit distribution in proportion to their respective shareholding percentage. In principle, the total amount of profit to be distributed will be no less than 50% of the total amount of distributable profit, but at least not less than 30% of the total amount of distributable profit. Each party has agreed that gains and losses generated by CIMC Skyspace Real Estate during the transition period (i.e. the period from 1 January 2020 to the Completion Date of Industrial and Commercial Registration of Capital Increase) shall be enjoyed and borne by the Members in proportion to their respective shareholding percentage in CIMC Skyspace Real Estate after the Completion Date of Industrial and Commercial Registration of Capital Increase.
Right of Priority in Project Cooperation
If CIMC Skyspace Real Estate introduces partners at the project company level, under the equal conditions, Members shall have the right in priority to cooperate, but CIMC Skyspace Real Estate can also introduce other third parties for cooperation, which will be determined by CIMC Skyspace Real Estate on case-by-case basis.
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LETTER FROM THE BOARD
Right of Use of Brands and Logos
Upon completion of the capital increase, CIMC Skyspace Real Estate can operate, promote, develop and manage under the brands and/or with the logos of "CIMC", "Country Garden" and/or "Qujiang Cultural Industry Investment" for free.
Non-competition
From the date on which the Capital Increase Agreement is signed, the Members must not develop by their own/by their related parties or search for other partners to develop the Existing Projects, the Proposed Invested Projects and projects subsequently obtained of CIMC Skyspace Real Estate, or compete for the same project with CIMC Skyspace Real Estate by way of tender through their related parties.
- Resolution on Capital Flow between Shenzhen CIMC Industry & City Development Group Co., Ltd. and the Company and Provision of Related Guarantees After the Introduction of the Strategic Investor
From the date on which the introduction of strategic investor Qujiang Cultural Industry Investment by CIMC Skyspace Real Estate is considered and approved by the Company pursuant to the approval requirements for listed companies, the financial business of deposit and loan between CIMC Finance Company Limited, a subsidiary of the Company, and CIMC Skyspace Real Estate and its subsidiaries is as follows: (1) It is expected that the maximum daily deposit limit will be RMB5 billion in the next twelve months, the interest rate of which is determined with reference to market deposit rates; (2) It is expected that the loan amount will not exceed RMB2.09 billion in the next twelve months, the interest rate of which is determined with reference to market lending rates; (3) It is expected that the total amount of credit and facilities for other financial business in the next twelve months will not exceed RMB2.09 billion in aggregate;
During 2020 (until the 2020 annual general meeting), the Company or its subsidiaries will provide joint liability guarantees for CIMC Skyspace Real Estate or its subsidiaries not exceeding the equivalent of RMB3.3 billion in accordance with the proportion stipulated in the Capital Increase Agreement. The guarantee balance as at the end of the year is controlled within the equivalent of RMB3.3 billion. If the guarantee amount mentioned above is adjusted as approved by an authorized institution of the Company, the adjusted guarantee amount shall prevail;
The aforesaid resolution was considered and approved by the Board on 18 August 2020 and is hereby proposed at the EGM for consideration and approval by way of an additional special resolution.
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LETTER FROM THE BOARD
Other Matters of the Transaction
Upon the completion of the transaction, the scope of the Company's consolidated statements will be changed. CIMC Skyspace Real Estate will no longer be an indirect non-wholly owned subsidiary of the Company, instead, it will become an associate of the Company. In addition, as certain directors and senior management of the Group will hold directorship on the new board of directors of CIMC Skyspace Real Estate, according to the Shenzhen Listing Rules, CIMC Skyspace Real Estate will also constitute a related party of the Company under the Shenzhen Listing Rules. After the completion of the transaction, appropriation of funds of the Company by CIMC Skyspace Real Estate and the amount involved in the guarantee provided by the Company to CIMC Skyspace Real Estate and the related measures are as follows:
- Appropriation Of Funds
-
Credits and Debts
(1.1) Credits
-
Credits and Debts
As of 17 August 2020, the Company and its subsidiaries have the right to claim a total of RMB8,866,702,000 against CIMC Skyspace Real Estate and its subsidiaries, of which: payables by the subsidiaries of CIMC Skyspace Real Estate to the Company and its subsidiaries of RMB339,167,000, payables by the subsidiaries of CIMC Skyspace Real Estate of RMB8,527,535,000 for Qianhai Projects to Shenzhen Southern CIMC Containers Manufacture Co., Ltd., a subsidiary of the Company.
(1.2) Debts
As of 17 August 2020, the debts payable by Company and its subsidiaries to CIMC Skyspace Real Estate totalling RMB70,206,000.
(1.3) Succession and Repayment
Upon the completion of the transaction, the credits and debts of the Company and its subsidiaries to CIMC Skyspace Real Estate and its subsidiaries will continue to be borne and enjoyed by CIMC Skyspace Real Estate and its subsidiaries. Among such claims and liabilities, RMB8,527,535,000 in relation to Qianhai Projects payable by the subsidiaries of CIMC Skyspace Real Estate to Shenzhen Southern CIMC Containers Manufacture Co., Ltd. will be repaid by the subsidiaries of CIMC Skyspace Real Estate as to RMB3,522,401,000 by 30 September 2020, RMB1,668,378,000 by 31 December 2020, RMB1,668,378,000 by 31 March 2021 and RMB1,668,378,000 by 30 June 2021. Other credits and debts of the Company and its subsidiaries to CIMC Skyspace Real Estate and its subsidiaries shall be settled through negotiation between the two parties.
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LETTER FROM THE BOARD
Upon the completion of the transaction, the abovementioned credits and debts of the Company and its subsidiaries to CIMC Skyspace Real Estate and its subsidiaries will form payables with the related parties of the Company.
Above "(1) Credits and Debts" does not include below "(2) Loans and Deposits".
-
Loans and Deposits
(2.1) Loans
As of 17 August 2020, CIMC Finance Company, a subsidiary of the Company, has provided a facility of RMB1,440,000,000 to CIMC Skyspace Real Estate and its subsidiaries, and balance of the facility amounted to RMB384,415,000, among which, RMB109,987,000 will be due on 20 July 2021, RMB187,775,000 will be due on 31 January 2022 and RMB86,653,000 will be due on 25 June 2022. Loan interest is collected by CIMC Finance Company from CIMC Skyspace Real Estate and its subsidiaries with reference to market loan interest rates.
(2.2) Deposits
As of 17 August 2020, the amount of deposits received from CIMC Skyspace Real Estate and its subsidiaries by CIMC Finance Company was RMB251,368,000. Deposit interest is paid by CIMC Finance Company to CIMC Skyspace Real Estate and its subsidiaries with reference to market deposit rates.
Upon the completion of the transaction, the abovementioned loans provided to CIMC Skyspace Real Estate and its subsidiaries and the deposits received from them by CIMC Finance Company will form payables with the related parties of the Company.
Upon the completion of the transaction, the providing of facility and loans to and receiving deposits from CIMC Skyspace Real Estate and its subsidiaries by CIMC Finance Company changed to deposits, loans and other financial transactions between the finance company controlled by the Company and its related parties. It is estimated that in the next twelve months (calculated from the date on which the Company obtains approval according to the approving requirements for a listed company), the deposits, loans and other financial transactions between CIMC Finance Company and CIMC Skyspace Real Estate and its subsidiaries will be as follows: (a) the maximum daily deposit limit for the next twelve months is expected to be RMB5 billion, with a deposit interest rate determined with reference to market deposit rates; (b) the loan limit for the next twelve months is expected to not exceed RMB2.09 billion, with a loan interest rate determined with
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LETTER FROM THE BOARD
reference to market loan interest rates; (c) the total amount of facilities and limit for other financial transactions for the next twelve months is expected to not exceed RMB2.09 billion.
(II) Guarantees
The Company has approved the following content at its 2019 annual general meeting held on 1 June 2020:
"In 2020, the Company or the subsidiaries of the Company intends to provide CIMC Skyspace Real Estate or its subsidiaries with a joint liability guarantee of not more than RMB3.3 billion or equivalents based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB3.3 billion or equivalents" ("Providing Guarantees to CIMC Skyspace Real Estate"). As of 17 August 2020, total guarantee amount provided by the Company to CIMC Skyspace Real Estate and its subsidiaries with respect to their external financing amounted to RMB1,775,735,000, which will be due within the next three years in installments.
Upon the completion of the transaction, the abovementioned guarantees which were provided by the Company to CIMC Skyspace Real Estate and its subsidiaries with respect to their external financing, amounting to RMB1,775,735,000, will form the Company's outstanding guarantees provided to related parties. As for the abovementioned provision of "In 2020, the Company or the subsidiaries of the Company intends to provide CIMC Skyspace Real Estate or its subsidiaries with a joint liability guarantee of not more than RMB3.3 billion or equivalents based on its/their shareholding percentage, and the guarantee balance as at the end of the year shall be kept under RMB3.3 billion or equivalents", the guarantee limit is changed to the guarantee limit provided to the related parties and thus the guarantee limit remains unchanged. If the abovementioned guarantee limit is approved to be adjusted by the Company's competent approval authority, the adjusted guarantee limited shall prevail.
In the future, the Company will strengthen its guarantee management so as to reduce the risk of the guarantee by improving guarantee management, supervising the implementation of the contract of the guarantee and timely following-up the economic operations of the guarantee.
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LETTER FROM THE BOARD
Information of CIMC Skyspace Real Estate | ||||
Company Name: | Shenzhen CIMC Industry & City | |||
Development Group Co., Ltd., (formerly | ||||
known as Shenzhen CIMC Skyspace Real | ||||
Estate Development Co., Ltd.) | ||||
Company Type: | Company with limited liability | |||
Date of Establishment: | 24 November 1998 | |||
Legal Representative: | YU Zhenfei | |||
Unified Social Credit Code: | 914403007084645051 | |||
Registered Address: | 21 Floor, China Merchants Plaza, 1166 | |||
Wanghai Road, Shekou, Nanshan District, | ||||
Shenzhen, Guangdong Province, China | ||||
Registered Capital: | RMB339,512,088 | |||
Principal Operations: | Engaging in the investments in urban | |||
areas, industrial parks, scenic spots and | ||||
construction | of community | projects | ||
(subject to separate application for above | ||||
specific items); construction and operation | ||||
of supporting facilities in urban areas, | ||||
industrial parks, scenic spots and | ||||
communities | (excluding restricted | items); | ||
industrial investment (subject to separate | ||||
application for specific items); property | ||||
management; hotel management; business | ||||
management; | corporate | management | ||
consulting (excluding restricted items for | ||||
all the above businesses) and other | ||||
businesses. | ||||
Shareholding Structure: | As at the Latest Practicable Date, CIMC | |||
Shenfa, Country Garden, Oriental Tianyu | ||||
and Chang'an Trust hold 61.5%, 25%, | ||||
7.5% and 6% equity interests in CIMC | ||||
Skyspace Real Estate, respectively, and | ||||
CIMC Skyspace Real Estate is an indirect | ||||
non-wholly owned subsidiary of the | ||||
Company. |
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LETTER FROM THE BOARD
The table below sets out the audited financial information of CIMC Skyspace Real Estate for the six months ended 30 June 2020 and the audited net profit (before tax and after tax) for the two financial years ended 31 December 2018 and 2019 which are prepared in accordance with China Accounting Standards for Business Enterprises:
Unit: RMB'000 | |||
January to | |||
2018 | 2019 | June 2020 | |
(Audited) | (Audited) | (Audited) | |
Revenue | 2,885,916 | 1,435,996 | 1,262,134 |
Net profit before tax | 688,715 | 945,128 | 236,674 |
Net profit after tax | 477,993 | 702,488 | 136,298 |
Net profit attributable to | |||
the parent company | 332,405 | 613,841 | 2,369 |
Total assets | 20,106,049 | 28,052,766 | 30,095,138 |
Net assets attributable to | |||
the parent company | 2,504,386 | 3,225,811 | 2,980,622 |
Total liabilities | 14,137,002 | 20,238,041 | 22,474,057 |
January to | |||
2019 | June 2020 | ||
(Audited) | (Audited) | ||
Accounts receivables | 195,918 | 146,718 | |
Net cash inflows generated from the | |||
operating activities | -4,876,055 | 1,747,879 | |
Total amounts involved in contingencies | |||
(note) | 1,738,861 | 2,305,132 |
Note: All contingencies related to guarantees on mortgage loans provided by subsidiaries of CIMC
Skyspace Real Estate.
Upon the completion of capital increase (assuming that the Capital Increase by Country Garden has been completed), the percentage of equity interest held by the Company in CIMC Skyspace Real Estate through CIMC Shenfa will be decreased to 45.92%. The capital increase introduces Qujiang Cultural Industry Investment as a strategic investor of CIMC Skyspace Real Estate. After Qujiang Cultural Industry Investment completes its capital increase in CIMC Skyspace Real Estate as agreed in the Capital Increase Agreement, the Original Members and Qujiang Cultural Industry Investment will leverage on their respective strengths to provide corresponding support to CIMC Skyspace Real Estate and jointly expand and strengthen CIMC Skyspace Real Estate.
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LETTER FROM THE BOARD
Information of the Company
The Company is a joint stock company established in the PRC with limited liability, the H shares and A shares of which are listed on the main board of the Hong Kong Stock Exchange and the Shenzhen Stock Exchange, respectively. The Group is principally engaged in the container manufacturing business, road transportation vehicles business, energy, chemical and liquid food equipment business, offshore engineering business, logistics service business, airport facilities equipment business etc..
Information of Other Parties of the Capital Increase Agreement
1. CIMC Shenfa | |||
Company Name: | CIMC Shenfa Development Co., Ltd. | ||
Company Type: | Company with limited liability | ||
Date of Establishment: | 5 January 2000 | ||
Legal Representative: | MAI Boliang | ||
Unified Social Credit Code: | 91310107631672997W | ||
Registered Address: | Room 1705, No. 18, Shunyi Road, Putuo | ||
District, Shanghai | |||
Registered Capital: | RMB204,122,966 | ||
Principal Operations: | Engaging in the investment, construction | ||
and operation of infrastructure; real estate | |||
development | and operation; | industrial | |
investment; | domestic trade | (excluding | |
those specially regulated); manufacturing | |||
(limited to branches) and sale of containers | |||
and airport ground support equipment and | |||
other related businesses; and consulting | |||
services (for businesses that are subject to | |||
approval in accordance with the laws, they | |||
may only be commenced after obtaining | |||
approval from the relevant authorities). |
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LETTER FROM THE BOARD
Shareholding Structure: | As at the | Latest Practicable | Date, the |
Company and its wholly-owned subsidiary | |||
Shenzhen | Southern CIMC | Containers |
Manufacture Co., Ltd. hold 98.53% and 1.47% equity interests in CIMC Shenfa, respectively, and CIMC Shenfa is a wholly-owned subsidiary of the Company.
2. Country Garden | ||||
Company Name: | Country Garden Real Estate Group Co., | |||
Ltd. | ||||
Company Type: | Company with limited liability | |||
Unified Social Credit Code: | 91440606338202486K | |||
Date of Establishment: | 20 April 2015 | |||
Registered Address: | Room 705, Floor 7, Country Garden | |||
Centre, No. 1 Country Garden Road, | ||||
Beijiao Town, Shunde District, Foshan | ||||
City, Guangdong Province, the PRC | ||||
Legal Representative: | YANG Wenjie | |||
Registered Capital: | RMB13,940,840,339 | |||
Principal Operations: | Property development and sales, property | |||
leasing, | property investment | consulting, | ||
property | operation | and | management | |
consulting (for businesses that are subject | ||||
to approval in accordance with the laws, | ||||
they may only be commenced after | ||||
obtaining approval from the relevant | ||||
authorities). | ||||
Shareholding Structure: | Being indirectly held as to 100% by | |||
Country | Garden | Holdings | Company | |
Limited (listed on the Hong Kong Stock | ||||
Exchange with Stock Code 2007.HK). |
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LETTER FROM THE BOARD
3. | Oriental Tianyu | |||||
Company Name: | Shenzhen | Oriental | Tianyu | Investment | ||
Development Co., Ltd. | ||||||
Company Type: | Company with limited liability | |||||
Date of Establishment: | 24 January 2000 | |||||
Legal Representative: | YU Zhenfei | |||||
Unified Social Credit Code: | 91440300715267147L | |||||
Registered Address: | 19WS, Tower 1, Luban Building, Hongli | |||||
West Road, Futian District, Shenzhen | ||||||
Registered Capital: | RMB33,680,000 | |||||
Principal Operations: | Its general operating items are: investment | |||||
and establishment of industries (details to | ||||||
be reported separately); domestic trade | ||||||
(excluding franchised, state controlled and | ||||||
monopolized merchandises); | information | |||||
consultant | (excluding talent | agency | ||||
services and other restricted items); and | ||||||
leasing of self-owned houses (excluding | ||||||
restricted items). | ||||||
4. | Chang'an Trust | |||||
Company Name: | Chang'an International Trust Co., Ltd. | |||||
Company Type: | Other joint stock company (unlisted) | |||||
Date of Establishment: | 28 December 1999 | |||||
Legal Representative: | GAO Chengcheng | |||||
Unified Social Credit Code: | 916101312206074534 | |||||
Registered Address: | Floor 23 and 24, Hi-Tech International | |||||
Business | Center, | No.33 | Keji | Road, | ||
Hi-Tech District, Xi'an | ||||||
Registered Capital: | RMB3,330,000,000 |
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LETTER FROM THE BOARD
Principal Operations: | The scope of the company's business is as | |||
follows: acting as trustee of funds; acting | ||||
as trustee of chattels; acting as trustee of | ||||
real estates; acting as trustee of securities; | ||||
acting as trustee of other properties or | ||||
titles; | conducting | investment | fund | |
businesses as promoter of investment funds | ||||
or fund management company; conducting | ||||
restructuring of assets, merger and | ||||
acquisition and project financing for | ||||
companies, corporate wealth management | ||||
and financial advising etc; acting as trustee | ||||
to | conduct | securities | underwriting | |
businesses approved by the relevant | ||||
departments of the State Council under | ||||
mandate; | handling | coordination, | ||
consulting and credit search etc; providing | ||||
custodian and safety box services; | ||||
deploying proprietary | assets | through | ||
interbank | lending, | interbank borrowing, | ||
loan, leasing and investment; providing | ||||
guarantee for third parties with proprietary | ||||
assets; conducting interbank lending and | ||||
borrowing; other businesses approved by | ||||
laws and regulations or the China Banking | ||||
Regulatory Commission. |
5. Qujiang Cultural Industry Investment
Company Name: | Xi'an | Qujiang | Cultural | Industry |
Investment (Group) Co., Ltd. (西安曲江文 | ||||
化產業投資(集團)有限公司) | ||||
Company Type: | Company with limited liability (solely | |||
state-owned) | ||||
Date of Establishment: | 7 April 1998 | |||
Legal Representative: | LI Tiejun | |||
Unified Social Credit Code: | 91610133294469786D | |||
Registered Address: | Floor 18, 19 and 20, No.1 Building, | |||
Yanxiang Plaza, No. 3168 Yanxiang Road, | ||||
Qujiang New District, Xi'an |
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LETTER FROM THE BOARD
Registered Capital: | RMB8,300,000,000 | |||||
Principal Operations: | Its | general | operating | items | are: | |
development and operation of cultural and | ||||||
sports facilities, scenic spots, amusement | ||||||
facilities | and | infrastructure, | tourism | |||
projects, | tourism | products, | property, | |||
transportation facilities, rehabilitation and | ||||||
health care facilities and catering facilities; | ||||||
corporate investment (not being allowed to | ||||||
participate in public fund-raising and | ||||||
being only entitled to invest with its own | ||||||
assets); | domestic | commerce | (specific | |||
projects requiring approval will be | ||||||
operated | after | obtaining | approval); | |||
property management and related facility | ||||||
leasing services for public supporting | ||||||
facilities within the new district (for | ||||||
businesses that are subject to approval in | ||||||
accordance with the laws, they may only | ||||||
be commenced after obtaining approval | ||||||
from the relevant authorities). | ||||||
Shareholding Structure: | Being held as to 100% by Xi'an Qujiang | |||||
Culture Holding Company Limited (西安 | ||||||
曲江文化控股有限公司). |
Key Financial Information of Qujiang Cultural Industry Investment
As at 31 December 2019, total assets and net assets attributable to the parent company of Qujiang Cultural Industry Investment amounted to RMB69,244,380,936.07 and RMB13,160,728,890.55, respectively. Revenue and net profit of the year 2019 amounted to RMB10,572,445,830.76 and RMB504,544,990.53, respectively.
After verification, Qujiang Cultural Industry Investment and its substantial shareholders do not have any relationship with the Company and the top ten Shareholders of the Company in terms of property rights, businesses, assets, credits and debts, employees, etc., and other relationship that may or have caused the Company to have a preference for their interests.
Based on the Company's reasonable enquiry, Qujiang Cultural Industry Investment is not a party subject to liabilities for dishonesty.
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LETTER FROM THE BOARD
Reasons for and Benefits of Entering into the Capital Increase Agreement
Qujiang Cultural Industry Investment is a state-owned enterprise invested by the Qujiang New District Management Committee (曲江新區管委會). There is a high degree of congeniality between Qujiang Cultural Industry Investment and CIMC Skyspace Real Estate in terms of development model, strategic direction, industry layout and capital operation. The introduction of Qujiang Cultural Industry Investment as a strategic investor can effectively integrate resources and exert the strength of each party to work in union. The capital increase of Qujiang Cultural Industry Investment improved the net assets and cash flow of CIMC Skyspace Real Estate, lowered the gearing ratio of CIMC Skyspace Real Estate, and enriched the available working capital, which is conducive to the future expansion of CIMC Skyspace Real Estate investment and financing, so as to accelerate the rapid development of enterprises and gain a larger market share in the industry. At the same time, by adjusting the shareholder structure and shareholding of CIMC Skyspace Real Estate, and making better usage of advantages in respect cultural industry brought by Qujiang Cultural Industry Investment, the core competitiveness of CIMC Skyspace Real Estate can be rapidly improved.
Based on the above reasons, the Directors are of the view that the transaction follows the principles of fairness, openness and impartiality and is arrived at after voluntary negotiation by all parties. It is in the interests of the Company and its Shareholders, especially small and medium Shareholders.
Upon the completion of the transaction, CIMC Skyspace Real Estate's accounts will be excluded from the Group, which shall lower the Group's gearing ratio. It is in line with the interests of the Group and the shareholders of the Group as a whole, and will significantly enhance the Group's operating results. According to preliminary estimates, following the capital increase by Country Garden and the capital increase by Qujiang Cultural Industry Investment and the completion of the transaction, the investment income of 2020 is expected to be approximately RMB4.6 billion. The ultimate impact on the Group's profit and loss will be subject to the audited annual results. Upon the completion of the transaction, CIMC Skyspace Real Estate will become an associate of the Group and will be accounted for using equity method.
Implications of Hong Kong Listing Rules
Save as disclosed above, to the best knowledge of the Directors, as of the Latest Practicable Date, no other Shareholder is required to abstain from voting in respect of the ordinary and special resolutions at the EGM.
According to Rule 14.29 of the Hong Kong Listing Rules, the capital increase by Qujiang Cultural Industry Investment leads to a decrease in percentage of equity interest held by the Company in CIMC Skyspace Real Estate, and the transaction will constitute a deemed disposal of the Company. As one or more applicable percentage ratios (as defined in the Hong Kong Listing Rules) of the transactions contemplated
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LETTER FROM THE BOARD
under the Capital Increase Agreement are more than 5% but lower than 25%, the entering into of the Capital Increase Agreement constitutes a discloseable transaction of the Company under Chapter 14 of the Hong Kong Listing Rules, and is subject to the reporting and announcement requirements but exempt from shareholders' approval requirement under Chapter 14 of the Hong Kong Listing Rules.
As to Providing Guarantees to CIMC Skyspace Real Estate, to the Directors' knowledge, no connected person of the Company is involved. Therefore, the transactions of Providing Guarantees to CIMC Skyspace Real Estate are not subject to the requirements of connected transactions under Chapter 14A of the Hong Kong Listing Rules. According to Chapter 14 of the Hong Kong Listing Rules, as the applicable percentage ratios of Providing Guarantees to CIMC Skyspace Real Estate, in aggregate, are more than 5% but lower than 25%, such transactions constitute discloseable transactions of the Company, and are subject to the reporting and announcement requirements but exempt from shareholders' approval requirement under Chapter 14 of the Hong Kong Listing Rules.
Implications under the Shenzhen Listing Rules
According to the Shenzhen Listing Rules, for a transaction from which profit is generated accounting for more than 50% of the audited net profit of the listed company for its most recent accounting year and with an absolute amount exceeding RMB5 million, it shall also be submitted to the general meeting for consideration after being considered and approved by the board of directors. Since profit generated from the transaction contemplated under the Capital Increase Agreement will account for more than 50% of the audited net profit of the Company for its most recent accounting year and will have an absolute amount exceeding RMB5 million, the Capital Increase Agreement still needs to be submitted to the general meeting of the Company for consideration. The Company will issue a notice and convene a general meeting in due course for Shareholders' consideration and, if thought fit, approval.
Upon the completion of the transaction, the scope of the Company's consolidated statements will be changed. CIMC Skyspace Real Estate will no longer be an indirect non-wholly owned subsidiary of the Company, instead, it will become an associate of the Company. In addition, as certain directors and senior management of the Group will hold directorship on the new board of directors of CIMC Skyspace Real Estate, according to the Shenzhen Listing Rules, CIMC Skyspace Real Estate will also constitute a related party of the Company under the Shenzhen Listing Rules. According to the Shenzhen Listing Rules, after CIMC Skyspace Real Estate introduces the strategic investor, its fund transfer with the Group and Providing Guarantees to CIMC Skyspace Real Estate are required to be submitted to the general meeting of the Company for consideration.
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LETTER FROM THE BOARD
2. PROPOSAL ON INTERNAL ADJUSTMENTS OF GUARANTEES PROVIDED
The Company proposes to make internal adjustments to the current approved guarantees in 2020 provided to CIMC Financial Leasing, TGE Gas Engineering GmbH, CIMC Enric, CIMC TianDa, Container Holding, Modern Logistics, CIMC Skyspace Real Estate, CIMC Unit Load, CIMC Vehicles, CIMC Raffles Offshore (Singapore) Pte. Ltd, Yantai Raffles and other subsidiaries, on the condition that the total guarantee balances of RMB45,000 million and special guarantees of RMB40,000 million in 2020 remain the same, and intends to update the list of subsidiaries for classified guarantees according to the business requirements of CIMC's subsidiaries. The validity of the guarantees will expire at the date of the annual general meeting in respect of such guarantees in 2021. For relevant information, please refer to the announcements published on the websites of cninfo (www.cninfo.com.cn) and the Company (www.cimc.com) (Announcement No.: [CIMC] 2020-016 and [CIMC] 2020-036) and the announcements published on the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk) by the Company on 26 March 2020 and 1 June 2020.
- Resolution Regarding Update on Financial Institutions Facility and Project Guarantee Provided to Subsidiaries of the Company in 2020:
A special resolution will be proposed at the EGM for Shareholders to consider and approve the Resolution Regarding Update on Financial Institutions Facility and Project Guarantee Provided to Subsidiaries of the Company in 2020, details of which are as follows:
1. Adjustments to CIMC Financial Leasing are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB1,700 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,700 million.
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or other subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB800 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB800 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,430 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,430 million.
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LETTER FROM THE BOARD
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or other subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB250 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB250 million.
2. Adjustments to TGE Gas Engineering GmbH are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB2,500 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB2,500 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,500 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,500 million.
3. Adjustments to CIMC Enric are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB1,155 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,155 million.
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,000 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,000 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB755 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB755 million.
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LETTER FROM THE BOARD
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB2,600 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB2,600 million.
4. Adjustments to CIMC TianDa are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB880 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB880 million.
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB1,200 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,200 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB750 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB750 million.
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB1,800 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,800 million.
5. Adjustments to Container Holding are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB400 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB400 million.
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LETTER FROM THE BOARD
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB1,200 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,200 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB0, and the year-end balance of guarantees should be controlled within the equivalent of RMB0.
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB1,050 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,050 million.
6. Adjustments to Modern Logistics are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB300 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB300 million.
After the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB220 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB220 million.
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LETTER FROM THE BOARD
7. Adjustments to CIMC Skyspace Real Estate are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,300 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,300 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of proportions agreed in the shareholder agreements should not exceed the equivalent of RMB3,400 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,400 million.
After the transaction that Country Garden Real Estate Group Co., Ltd. increases the capital injection to CIMC Skyspace Real Estate and CIMC Skyspace Real Estate introduces the strategic investor Xi'an Qujiang Cultural Industry Investment (Group) Co., Ltd. is completed, CIMC Skyspace Real Estate ceases to be a non-wholly owned subsidiary of the Company and becomes an associated company of the Company instead. Further, upon the completion of the transactions, as some of the directors and senior management members of the Group will hold directorships in the board of directors of CIMC Skyspace Real Estate, CIMC Skyspace Real Estate will also become a related party of the Company, and the guarantees between the Company and CIMC Skyspace Real Estate will be changed to guarantees to related party. For details, please refer to the announcements published on the website of cninfo (www.cninfo.com.cn) and the website of the Company (www.cimc.com) (Announcement No.: [CIMC] 2020-057, [CIMC] 2020-058, and [CIMC] 2020-062, [CIMC] 2020-063) and the announcements published on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) by the Company on 6 August 2020 and 18 August 2020.
8. Adjustments to CIMC Unit Load are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB250 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB250 million.
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LETTER FROM THE BOARD
After the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB200 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB200 million.
9. Adjustments to CIMC Vehicles are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB2,000 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB2,000 million.
After the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or its wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings should not exceed the equivalent of RMB1,000 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB1,000 million.
10. Adjustments to CIMC Raffles Offshore (Singapore) Pte. Ltd are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or other subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,000 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,000 million.
After the adjustments:
For 2020, the joint liability guarantees the designated company or its subsidiaries provide to the designated company or other subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB3,400 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB3,400 million.
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LETTER FROM THE BOARD
11. Adjustments to Yantai Raffles are as follows:
Before the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB4,000 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB4,000 million.
After the adjustments:
For 2020, the joint liability guarantees the Company or its subsidiaries provide to the designated company or its subsidiaries on the basis of shareholdings should not exceed the equivalent of RMB4,600 million, and the year-end balance of guarantees should be controlled within the equivalent of RMB4,600 million.
12. Adjustments to other subsidiaries of the Company are as follows:
Before the adjustments:
The joint liability guarantees the Company or its subsidiaries provide to other subsidiaries and their clients on the basis of shareholdings should not exceed the equivalent of RMB2,946.25 million (excluding RMB40,000 million of special guarantee), and the year-end balance of guarantees should be controlled within the equivalent of RMB2,946.25 million.
After the adjustments:
The joint liability guarantees the Company or its subsidiaries provide to other subsidiaries and their clients on the basis of shareholdings should not exceed the equivalent of RMB2,426.25 million (excluding RMB40,000 million of special guarantee), and the year-end balance of guarantees should be controlled within the equivalent of RMB2,426.25 million.
13. List of new subsidiaries of the Group for classified guarantees
The list of companies approved by the guarantee resolution at the beginning of
2020 continues to be effective, and the list considered is updated by new domestic and overseas wholly-owned subsidiaries, majority-owned subsidiaries and associated companies and new companies with gearing ratio of over 70% (details of which are set out in Appendix I).
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LETTER FROM THE BOARD
- It is agreed that the resolution(s) will be submitted to the general meeting for consideration.
- The validity of the guarantee will expire at the date of the annual general meeting in respect of such guarantee in 2021.
The aforesaid resolution was considered and approved by the Board on 27 August 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.
(IV) Resolution Regarding the Update of the Provision of Financing Guarantee by CIMC Enric Holdings Limited and its Subsidiaries for Clients and Minority Shareholders in 2020:
A special resolution will be proposed by the Company at the EGM for the Shareholders to consider and pass the Resolution Regarding the Update of the Provision of Financing Guarantee by CIMC Enric Holdings Limited and its Subsidiaries for Clients and Minority Shareholders in 2020, details of which are set out as follows:
1. Adjustments to CIMC Enric are as follows:
Before the adjustments:
For 2020, the total amount of the buyer's credit guarantees CIMC Enric and its subsidiaries provide to their clients and the special loan guarantees to minority shareholders is RMB500 million, and the balance of buyer's credit loans and special loans and relevant guarantees should be controlled within RMB500 million at the end of 2020.
After the adjustments:
For 2020, the total amount of the buyer's credit guarantees CIMC Enric and its subsidiaries provide to their clients and the special loan guarantees to minority shareholders is RMB100 million, and the balance of buyer's credit loans and special loans and relevant guarantees should be controlled within RMB100 million at the end of 2020.
- It is agreed that the resolution will be submitted to the general meeting for consideration.
- The validity of the guarantee will expire at the date of the annual general meeting in respect of such guarantee in 2021.
The aforesaid resolution was considered and approved by the Board on 27 August 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.
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LETTER FROM THE BOARD
- Resolution Regarding the Application by CIMC Finance Company Limited to Provide External Guarantees Business for the Group's Subsidiaries in 2020
A special resolution will be proposed by the Company at the EGM for Shareholders to consider and approve the Resolution Regarding the Application by CIMC Finance Company Limited to Provide External Guarantees Business for the Group's Subsidiaries in 2020, details of which are as follows:
1. Adjustments to CIMC Finance Company are as follows:
Before the adjustments:
CIMC Finance Company applies for the external guarantee business targeted at wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures of the Company, with the total guarantee not exceeding RMB1,600 million.
After the adjustments:
CIMC Finance Company applies for the external guarantee business targeted at wholly-owned subsidiaries, majority-owned subsidiaries, associated companies and joint ventures of the Company, with the total guarantee not exceeding RMB1,400 million.
- It is agreed that the resolution will be submitted to the general meeting for consideration.
- The validity of the guarantee will expire at the date of the annual general meeting in respect of such guarantee in 2021.
The aforesaid resolution was considered and approved by the Board on 27 August 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.
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LETTER FROM THE BOARD
(VI) Resolution Regarding the Update of the Provision of Credit Guarantee by Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. for its Clients in 2020:
A special resolution will be proposed by the Company at the EGM for Shareholders to consider and approve the Resolution Regarding the Update of the Provision of Credit Guarantee by Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. for its Clients in 2020, details of which are as follows:
1. Adjustments to Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. are as follows:
Before the adjustments:
For 2020, Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. provides credit guarantees totaling RMB100 million to banks and non-bank financial institutions for its clients, with RMB100 million used as financial support to the property sales of the industrial park, and the balance of guarantees should be controlled within RMB100 million at the end of 2020.
After the adjustments:
For 2020, Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. provides credit guarantees totaling RMB50 million to banks and non-bank financial institutions for its clients, with RMB50 million used as financial support to the property sales of the industrial park, and the balance of guarantees should be controlled within RMB50 million at the end of 2020.
- It is agreed that the resolution will be submitted to the general meeting for consideration.
- The validity of the guarantee will expire at the date of the annual general meeting in respect of such guarantee in 2021.
The aforesaid resolution was considered and approved by the Board on 27 August 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.
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LETTER FROM THE BOARD
(VII) Resolution Regarding the Update of the Provision of Credit Guarantee by Shenyang CIMC Industrial Park Investment and Development Co., Ltd. for its Clients in 2020:
A special resolution will be proposed by the Company at the EGM for Shareholders to consider and approve the Resolution Regarding the Update of the Provision of Credit Guarantee by Shenyang CIMC Industrial Park Investment and Development Co., Ltd. for its Clients in 2020, details of which are as follows:
1. Adjustments to Shenyang CIMC Industrial Park Investment and Development Co., Ltd. are as follows:
Before the adjustments:
For 2020, Shenyang CIMC Industrial Park Investment and Development Co., Ltd. provides credit guarantees totaling RMB150 million to banks and non-bank financial institutions for its clients, with RMB150 million used as financial support to the property sales of the industrial park, and the balance of guarantees should be controlled within RMB150 million at the end of 2020.
After the adjustments:
For 2020, Shenyang CIMC Industrial Park Investment and Development Co., Ltd. provides credit guarantees totaling RMB50 million to banks and non-bank financial institutions for its clients, with RMB50 million used as financial support to the property sales of the industrial park, and the balance of guarantees should be controlled within RMB50 million at the end of 2020.
- It is agreed that the resolution will be submitted to the general meeting for consideration.
- The validity of the guarantee will expire at the date of the annual general meeting in respect of such guarantee in 2021.
The aforesaid resolution was considered and approved by the Board on 27 August 2020 and is hereby proposed at the EGM for consideration and approval by way of a special resolution.
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LETTER FROM THE BOARD
- Particulars on the Business of Providing Guarantees for Distributors and Clients
With respect to CIMC Finance Company, CIMC Enric, Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. and Shenyang CIMC Industrial Park Investment and Development Co., Ltd. providing credit guarantees to their distributors and clients:
1. Business Introduction
The business scope of CIMC Finance Company includes: provision of finance services and financing consultancy services, credit verification and related consultancy and agency services to member companies; provision of assistance to member companies in payment and receipt of transaction proceeds; provision of guarantees to member companies; provision of intra-group entrusted loans and entrusted investment to member companies; provision of bills acceptance and discounting services to member companies; provision of intra-group transfer and settlement services to member companies and planning of clearing and settlement scheme; provision of deposit services to member companies; provision of loans and financial leasing to member companies; provision of counterpart loans; underwriting of corporate bonds for member companies; investment in marketable securities (other than investment in the secondary stock market); consumer credit, buyer's credit and financial leasing for the products of member companies; general derivatives trading business, with transactions only limited to transactions on behalf of customers, including sale and purchase of forward foreign exchange, forward exchange transactions, foreign exchange swaps and currency swaps initiated by customers.
Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. and Shenyang CIMC Industrial Park Investment and Development Co., Ltd. are principally engaged in investment in commercial, industrial and property projects with owned assets, property development and sales, house and venue leasing.
CIMC Enric is principally engaged in design, development, manufacturing, engineering and sales of, and the provision of technical maintenance services for a wide spectrum of transportation, storage and processing equipment that is widely used for the clean energy, chemical and environmental and liquid food industries.
2. Basic Information of Guarantees
Guarantees are member companies of the Group that meet the credit conditions of CIMC Finance Company after the assessment, has established the credit line, and has involved in the businesses with CIMC Finance Company, including letter of guarantee of CIMC Finance Company, acceptance bill of CIMC Finance Company, issuing letter of guarantee, issuing acceptance bills, issuing
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LETTER FROM THE BOARD
letter of credit. CIMC Finance Company assesses the credit standing of guarantees on a quarterly basis, and adjusts the guarantee business appropriately according to the assessment results.
Guarantees are clients of CIMC Enric with buyer's credit and minority shareholders of non-wholly owned subsidiaries of CIMC Enric. CIMC Enric refers clients of sound credit standing to banks or non-bank financial institutions, and delists clients of poor credit standing from the guarantee scope.
Guarantees are mortgage clients who meet the credit conditions of lending banks, purchase products of Shaanxi CIMC Vehicle Industrial Park Investment and Development Co., Ltd. and Shenyang CIMC Industrial Park Investment and Development Co., Ltd., have signed the commercial housing pre-sale contracts and paid the down payments. After the review of credit standing, the companies refer clients of sound credit standing to banks, and adopt measures in a timely manner to treat clients of poor credit standing, delisting such clients from the scope of integrated bank facilities.
- Basic Information of Major Subsidiaries Involved in Adjustments to Guarantee Limits
1. CIMC Financial Leasing | |
Date of Establishment: | 30 July 2007 |
Registered Address: | Units A, C, D, G and H, 20th Floor, Tower 1, |
China Merchants Plaza, No. 1166, Wanghai | |
Road, Shekou, Nanshan District, Shenzhen | |
Legal Representative: | Mai Boliang |
Registered Capital: | USD210,000,000 |
Shareholding Percentage: | The Company directly or indirectly holds |
100% of its equity interest | |
Business Scope: | Financial leasing business, leasing business, |
purchase of leased properties from home and | |
abroad, residual value disposal and repair of | |
leased properties (on-site repair only), lease | |
transaction consulting and guarantee business | |
as well as other businesses approved by the | |
approving department. |
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LETTER FROM THE BOARD
Key Financial Indicators: | As at 31 December 2019, total assets reached | ||
RMB21,955,949,600; | total | liabilities | |
amounted to RMB19,096,864,700; net asset | |||
reached | RMB2,859,084,900. | Revenue | |
amounted to RMB1,921,695,900, and net | |||
profit was RMB-2,087,850,200 for 2019. |
2. TGE Gas Engineering GmbH
Date of Establishment: | 5 December 2007 | ||||||
Registered Address: | Mildred-Scheel-Str. 153175 Bonn, Germany | ||||||
Registered Capital: | EUR12,800,000 | ||||||
Shareholding Percentage: | The Company holds 60% of its equity interest | ||||||
Business Scope: | Gas engineering technology services and | ||||||
project management and development, audit, | |||||||
sales of relevant equipment; provision of | |||||||
relevant | technology | transfer, | technology | ||||
consulting, technology | training, | technology | |||||
contract, | technology | intermediary services, | |||||
technology investment; sales of construction | |||||||
materials, | hardware, | transportation | and | ||||
electrical devices; goods and technology | |||||||
import and export business; engagement in | |||||||
the construction industry. | |||||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | ||||||
RMB638,890,000; | total | liabilities amounted | |||||
to RMB474,250,000; net asset reached | |||||||
RMB168,470,000. | Revenue amounted | to | |||||
RMB933,320,000, | and | net | profit | was | |||
RMB-48,650,000 for 2019. | |||||||
3. CIMC Enric | |||||||
Date of Establishment: | 28 September 2004 | ||||||
Registered Address: | Cayman Islands | ||||||
Registered Capital: | HKD20,014,325.88 | ||||||
Shareholding Percentage: | The Company holds 68.20% of its equity | ||||||
interest |
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LETTER FROM THE BOARD
Business Scope: | Investment holding. | |||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||
RMB15,900,030,000; | total | liabilities | ||
amounted to RMB8,515,520,000; net asset | ||||
reached | RMB7,384,510,000. | Revenue | ||
amounted to RMB13,743,020,000, and net | ||||
profit was RMB901,410,000 for 2019. | ||||
4. CIMC TianDa | ||||
Date of Establishment: | 3 January 2002 | |||
Registered Address: | Cayman Islands (British) | |||
Issued share capital: | HKD159,402,000 | (equivalent | to | |
RMB136,512,000) | ||||
Shareholding Percentage: | The Company holds 50.06% of its equity | |||
interest | ||||
Business Scope: | Manufacturing and maintenance of airport | |||
ground | support | equipment, | including | |
boarding bridges, shuttle buses, aircraft | ||||
catering vehicles and other service vehicles; | ||||
provision of engineering and software | ||||
solutions for airport, logistics warehousing, | ||||
including the sorting, processing and delivery | ||||
system for luggage, air cargo, express items; | ||||
design and construction of automated parking | ||||
system; manufacturing and sales of | ||||
firefighting trucks, | firefighting equipment; | |||
design, sales and installation of mobile | ||||
modular fire fighting station and emergency | ||||
rescue stations. | ||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||
RMB9,692,330,000; | total | liabilities | ||
amounted to RMB6,173,890,000; net asset | ||||
reached | RMB3,518,440,000. | Revenue | ||
amounted to RMB5,957,660,000, and net | ||||
profit was RMB244,060,000 for 2019. |
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LETTER FROM THE BOARD
5. | Container Holding | ||||
Date of Establishment: | 11 October 2012 | ||||
Registered Address: | 5th Floor, Office Building 5, CIMC | ||||
Intelligence Valley, No.1, Nanshan Road, | |||||
Songshan | Lake | Hi-Tech | Industrial | ||
Development Zone, Dongguan City | |||||
Legal Representative: | Mai Boliang | ||||
Registered Capital: | RMB5,292,828,938 | ||||
Shareholding Percentage: | The Company holds 100% of its equity | ||||
interest | |||||
Business Scope: | Industrial | investment, | project | investment, | |
consulting services related to asset | |||||
reorganization, acquisition, merger and | |||||
relevant businesses (excluding items that are | |||||
subject to permits and restrictions). | |||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | ||||
RMB6,973,110,000; | total | liabilities | |||
amounted to RMB95,900,000; net asset | |||||
reached | RMB6,877,210,000. | Revenue | |||
amounted to RMB73,960,000, and net profit | |||||
was RMB1,948,350,000 for 2019. | |||||
6. | Modern Logistics | ||||
Date of Establishment: | 12 March 2014 | ||||
Registered Address: | Room 213-01, 2nd Floor, Office Building C, | ||||
General Service Area, Nangang Industrial | |||||
Zone, Tianjin Economic and Technological | |||||
Development Area | |||||
Legal Representative: | Hu Pengfei | ||||
Registered Capital: | RMB1,049,226,700 | ||||
Shareholding Percentage: | The Company holds 100% of its equity | ||||
interest |
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LETTER FROM THE BOARD
Business Scope: | International freight forwarding (sea, aviation | ||||||
and land); | domestic | freight | forwarding; | ||||
self-operated and commissioned import and | |||||||
export business for cargo and technology; | |||||||
domestic waterway | transportation; | domestic | |||||
coastal engineering and marine management | |||||||
of general cargo vessels; trading and leasing | |||||||
of vessels; vessel management services; | |||||||
warehousing | services | (excluding | hazardous | ||||
chemicals | and | precursor | chemicals); | ||||
inspection | services; | supply | chain | ||||
management services; international shipping | |||||||
agency; sales, repair, cleaning, assembly and | |||||||
disassembly of containers; sales and leasing | |||||||
(excluding financial leasing) services of | |||||||
utensil for logistics packaging; warehouse, | |||||||
stockyard, vehicle and machinery equipment | |||||||
leasing | (excluding | financial | leasing); | ||||
property | management; | cargo | packaging, | ||||
loading and unloading services; general cargo | |||||||
transportation | and | cargo-specific | |||||
transportation (container, | cold | storage); | |||||
wholesale and retail of wood, hardware, | |||||||
building | materials, | metal | materials, | ||||
mechanical and electrical products, electronic | |||||||
components, | cotton, | textile | products; | ||||
software development, sales and technical | |||||||
consulting services; sales of computers; | |||||||
business | information | consulting | services; | ||||
business management | consulting; | economic | |||||
information | consulting; | finance | (excluding | ||||
investment, | financing | and commissioned | |||||
wealth | management | businesses), | tax | ||||
information | consulting; | human | resources | ||||
services; security technology consulting. | |||||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | ||||||
RMB5,466,250,000; | total | liabilities | |||||
amounted to RMB3,509,400,000; net asset | |||||||
reached | RMB1,956,850,000. | Revenue | |||||
amounted to RMB9,111,190,000, and net | |||||||
profit was RMB126,000,000 for 2019. |
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7. CIMC Skyspace Real Estate
Date of Establishment: | 24 November 1998 | |||
Registered Address: | 21st Floor, Tower 1, China Merchants Plaza, | |||
No. 1166, Wanghai Road, Nanshan District, | ||||
Shenzhen | ||||
Legal Representative: | Yu Zhenfei | |||
Registered Capital: | RMB339,512,088 | |||
Shareholding Percentage: | The Company holds 61.5% of its equity | |||
interest | ||||
Business Scope: | Property development and operation within | |||
the scope of land use rights acquired legally; | ||||
information | consulting | (excluding | restricted | |
items). | ||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||
RMB28,052,770,000; | total | liabilities | ||
amounted to RMB20,238,040,000; net asset | ||||
reached | RMB7,814,730,000. | Revenue | ||
amounted to RMB1,436,000,000, and net | ||||
profit was RMB702,490,000 for 2019. | ||||
8. CIMC Unit Load | ||||
Date of Establishment: | 6 September 2019 | |||
Registered Address: | Room 201, Block A, 1 Qianwan First Road, | |||
Qianhai Shenzhen-Hong Kong Cooperation | ||||
Zone, Shenzhen (affiliated with Shenzhen | ||||
Qianhai Business Secretary Co., Ltd.) | ||||
Legal Representative: | Huang Tianhua | |||
Registered Capital: | RMB250,000,000 | |||
Shareholding Percentage: | The Company holds 100% of its equity | |||
interest |
- 44 -
LETTER FROM THE BOARD
Business Scope: | Business scope: Leasing and maintenance of | |||||
logistics equipment and relevant parts; | ||||||
international and domestic freight forwarding | ||||||
and supply chain management. | ||||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||||
RMB1,944,820,000; | total | liabilities | ||||
amounted to RMB1,555,770,000; net asset | ||||||
reached | RMB389,040,000. | Revenue | ||||
amounted to RMB3,440,250,000, and net | ||||||
profit was RMB129,430,000 for 2019. | ||||||
9. CIMC Vehicles | ||||||
Date of Establishment: | 29 August 1996 | |||||
Registered Address: | 2 Gangwan Avenue, Shekou, Nanshan, | |||||
Shenzhen | ||||||
Legal Representative: | Mai Boliang | |||||
Registered Capital: | RMB1,765,000,000 | |||||
Shareholding Percentage: | As at 30 June 2020, the Company holds | |||||
53.82% of its equity interest | ||||||
Business Scope: | Development, | production and | sales | of | ||
high-tech,high-performance special vehicles, | ||||||
semi-trailers and their components (excluding | ||||||
restricted | items); | processing | and | |||
manufacturing | of | multimodal | transport | |||
equipment, general mechanical products and | ||||||
metal structures and related businesses, and | ||||||
the provision of related consulting services; | ||||||
operation and management of enterprises that | ||||||
produce similar products mentioned above. | ||||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||||
RMB18,681,080,000; | total | liabilities | ||||
amounted to RMB8,460,410,000; net asset | ||||||
reached | RMB10,220,670,000. | Revenue | ||||
amounted to RMB23,386,910,000, and net | ||||||
profit was RMB1,326,460,000 for 2019. |
- 45 -
LETTER FROM THE BOARD
10. CIMC Raffles Offshore (Singapore) Pte. Ltd. | ||||
Date of Establishment: | 7 March 1994 | |||
Registered Address: | 1 CLAYMORE DRIVE #08-04 ORCHARD | |||
TOWER | REAR BLOCK APARTMENT | |||
SINGAPORE (229594) | ||||
Registered Capital: | Equivalent to USD724,541,971 | |||
Shareholding Percentage: | The Company holds 85% of its equity interest | |||
Business Scope: | Project | management | service, | construction |
and modification of offshore platforms, | ||||
offshore equipment and ships, and investment | ||||
work. | ||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||
RMB18,746,220,000; | total | liabilities | ||
amounted to RMB14,152,420,000; net asset | ||||
reached | RMB4,593,800,000. | Revenue | ||
amounted to RMB18,650,000, and net profit | ||||
was RMB-1,680,000 for 2019. | ||||
11. Yantai Raffles | ||||
Date of Establishment: | 25 October 1996 | |||
Registered Address: | 70 Zhifudao East Road, Zhifu District, Yantai | |||
City, Shandong Province | ||||
Legal Representative: | Wang Jianzhong | |||
Registered Capital: | RMB2,291,190,000 | |||
Shareholding Percentage: | The Company holds 83.20% of its equity | |||
interest |
- 46 -
LETTER FROM THE BOARD
Business Scope: | Design, construction, repair | and | services of | |
offshore | engineering | equipment | (including | |
module), | offshore | petroleum engineering | ||
facilities; provision of services and | ||||
technology consulting services related to | ||||
offshore | engineering; | yacht | design, | |
construction, repair and services; design, | ||||
construction, repair and services of ocean | ||||
engineering vessels and relevant special | ||||
purpose vessels; sales of self-produced | ||||
products; provision of terminal and port | ||||
services for the company's production. | ||||
Key Financial Indicators: | As at 31 December 2019, total assets reached | |||
RMB10,164,460,000; | total | liabilities | ||
amounted to RMB11,371,220,000; net asset | ||||
reached | RMB-1,206,760,000. | Revenue | ||
amounted to RMB3,715,300,000, and net | ||||
profit was RMB-827,910,000 for 2019. |
- Management of Guarantees Provided for Bank Facilities
The Company follows the requirements on the management of listed companies' guarantees, and all guarantee businesses are conducted on the condition that the Company and its subsidiaries provide guarantees for the facilities of financial institutions and projects in 2020 to majority-owned subsidiaries, associated companies and joint ventures on the basis of shareholdings. If it is necessary to provide guarantees that exceed the shareholdings, other shareholders of guarantees must provide counter guarantees to the Company and its subsidiaries based on the shareholdings, and bear the corresponding capital risk and joint liability according to their respective shareholdings.
When the Company provides guarantees to majority-owned subsidiaries, subsidiaries and associated companies, the minority shareholders should bear the corresponding capital risk and dynamic change of the Company's gearing ratio according to their respective capital contributions, and, if necessary, the financial management department of the Company takes the responsibility of monitoring and managing matters including the signing of counter guarantee agreements. On the premise of adhering to the compliance of listed companies, companies under the Group which are listed independently on the Stock Exchange, defined as the public under the Listing Rules of the Stock Exchange and incapable of or unable to assume the liability to provide guarantees according to respective shareholdings are as follows:
- CIMC TianDa
- 47 -
LETTER FROM THE BOARD
- CIMC Enric
- CIMC Vehicles
- Opinions of Independent Directors
The independent Directors of the Company are of the view that the Company has continuously regulated external guarantees and enhanced the risk control in accordance with relevant laws, regulations and rules, and the relevant approval procedures comply with the provisions of relevant laws and regulations and the Articles of Association of China International Marine Containers (Group) Co., Ltd. The Company's provision of external guarantees aims to promote the business development. There is no external guarantee provided to the Shareholders, de facto controllers and their related parties, and there are no circumstances where the interests of the Company and its Shareholders, especially the minority Shareholders, have been jeopardized.
- Total Amounts of External Guarantees and Overdue Guarantees Provided by the Group
As of 27 August 2020, the total guarantee balance of the Company amounted to RMB51,880,032,000 (including special guarantee), accounting for 132.17% of the net asset as at the end of 2019, among which, the balance of debt guarantees provided directly or indirectly to its subsidiaries with gearing ratio of over 70% was RMB40,665,544,000. The Company and its majority-owned subsidiaries neither had overdue external guarantees nor provided guarantees to its Shareholders, de facto controllers and their related parties.
3. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS, THE RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE
(VIII) Proposed Amendments to the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors, the Rules of Procedure for the Supervisory Committee
The Board convened the 12th meeting in 2020 of the ninth session of the Board on 27 August 2020, during which, the Resolution on Amendments to the Articles of Association of China International Marine Containers (Group) Co., Ltd., the Resolution on Amendments to the Rules of Procedure for the General Meetings of China International Marine Containers (Group) Co., Ltd., the Resolution on Amendments to the Rules of Procedure for the Board of Directors of China International Marine Containers (Group) Co., Ltd. and the Resolution on Amendments to the Rules of Procedure for the Supervisory Committee of China International Marine Containers (Group) Co., Ltd. were considered and approved. Taking the proposed adjustments of job distribution of the management and the structure of the Board into account, the Company intends to make amendments to certain articles of the Articles of
- 48 -
LETTER FROM THE BOARD
Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Supervisory Committee. Details of the proposed amendments are set out in the Appendix II to Appendix V of this circular. Amendments to articles of the Articles of Association, the Rules of Procedure for the General Meetings, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Supervisory Committee are subject to the consideration and approval at the EGM.
The aforesaid resolutions were considered and approved by the Board on 27 August
2020 and are hereby proposed at the EGM for consideration and approval by way of special resolutions.
4. PROPOSED APPOINTMENT OF DIRECTORS
(IX) More Details and Further Information on the Proposed Directors
The Board has received the written resignation from Mr. WANG Hong. Mr. WANG Hong has tendered his resignation from the positions of Chairman and non-executive Director of the Company and all the positions in the committees of the Board due to the change in work arrangement. Mr. DENG Weidong and Mr. GAO Xiang have been nominated as additional candidates for directorships of the ninth session of the Board. The Board proposed the "nomination of Mr. DENG Weidong and Mr. GAO Xiang as additional candidates for directorships of the ninth session of the Board" under the Resolution on Nomination of Candidates for Directorships of the Ninth Session of the Board at the 2020 Extraordinary General Meeting for consideration and approval. Under Rule 13.51(2) of the Hong Kong Listing Rules, biographical details and relevant disclosures of Mr. DENG Weidong and Mr. GAO Xiang are set out in Appendix VI so that Shareholders can make an informed decision on their election.
The aforesaid resolutions were considered and approved by the Board on 27 August
2020 and are hereby proposed at the EGM for consideration and approval by way of ordinary resolutions.
EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting will be held on 9 October 2020 to consider, and if thought fit, pass the ordinary/special resolutions set out on pages 6 to 50 of this supplementary circular. Any Shareholder with a material interest in the transaction will not vote.
- 49 -
LETTER FROM THE BOARD
A form of proxy for use at the Extraordinary General Meeting has been despatched together with a notice convening the Extraordinary General Meeting dated 16 September 2020. Whether or not the Shareholders intend to attend the Extraordinary General Meeting in person, they are requested to complete the form of proxy and return it to the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding of the Extraordinary General Meeting or any adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude the Shareholders from attending and voting at the Extraordinary General Meeting or adjourned meeting (as the case may be) in person should they so wish.
In accordance with Rule 13.39(4) of the Hong Kong Listing Rules and the Articles of Association, all the resolutions to be proposed at the Extraordinary General Meeting will be voted by way of poll.
RECOMMENDATION
The Directors (including the independent non-executive Directors) consider that the proposed resolutions are in the interest of the Company and the Shareholders as a whole. As for "Resolution (II)", Mr. MAI Boliang, as a related director, has abstained from voting. The Board recommends the Shareholders to vote in favour of all these resolutions to be proposed at the forthcoming EGM.
RESPONSIBILITY STATEMENT
This supplementary circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of providing information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this supplementary circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make this supplementary circular or any statement herein misleading.
The Chinese text of this supplementary circular shall prevail over the English text in the event of inconsistency.
Yours faithfully,
By order of the Board
China International Marine Containers (Group) Co., Ltd
YU Yuqun
Company Secretary
- 50 -
APPENDIX I LIST OF NEW DOMESTIC AND OVERSEAS WHOLLY-OWNED SUBSIDIARIES, MAJORITY-OWNED SUBSIDIARIES AND ASSOCIATED COMPANIES AND LIST OF NEW COMPANIES WITH GEARING RATIO OVER 70%
LIST OF SUBSIDIARIES OF THE GROUP FOR CLASSIFIED GUARANTEES:
1. New Domestic Wholly-owned Subsidiaries and Majority-owned Subsidiaries:
Logistics Segment: | Shareholding of |
the Group | |
Guangzhou CIMC Container Maintenance Services Co., Ltd. | 48.00% |
Yuchangtong Multimodal Transport (Jiangsu) Co., Ltd. | 12.48% |
Jiangxi Baohe Chemical Co., Ltd. | 51.00% |
Airport Facilities Segment: | Shareholding of |
the Group | |
CIMC TianDa Fire Protection Technology Services Co., Ltd. | 44.32% |
Unit Load Segment: | Shareholding of |
the Group | |
Suzhou CIMC Liangcai Logistics Technology Co., Ltd. | 58.00% |
Industrial City Development Segment: | Shareholding of |
the Group | |
Shenzhen Qiancheng Xinda Industry & City Development | 61.50% |
Co., Ltd. | |
Shenzhen Qiancheng Tongsheng Industry & City Development | 61.50% |
Co., Ltd. | |
Shenzhen Qiancheng Zhichuang Industry & City Development | 61.50% |
Co., Ltd. | |
Shenzhen Qiancheng Xiefa Industry & City Development | 61.50% |
Co., Ltd. | |
Shenzhen Qiancheng Lexiang Industry & City Development | 61.50% |
Co., Ltd. |
- 51 -
APPENDIX I LIST OF NEW DOMESTIC AND OVERSEAS WHOLLY-OWNED SUBSIDIARIES, MAJORITY-OWNED SUBSIDIARIES AND ASSOCIATED COMPANIES AND LIST OF NEW COMPANIES WITH GEARING RATIO OVER 70%
2. New Overseas Wholly-owned Subsidiaries and Majority-owned Subsidiaries:
Vehicles Segment: | Shareholding of |
the Group | |
Flax Place Leeds Limited | 100.00% |
Integrate modular solutions limited | 100.00% |
Logistics Segment: | Shareholding of |
the Group | |
CIMC LOGISTICS SERVICES (MALAYSIA) SDN. BHD. | 80.00% |
CIMC CONTAINER SERVICES (SAIGON) COMPANY | 80.00% |
LIMITED | |
Offshore Engineering Segment: | Shareholding of |
the Group | |
Isle Horizon Pte. Ltd. | 100.00% |
3. New Domestic and Overseas Associated Companies and Joint Ventures:
Shareholding of | |
Company Name | the Group |
Ningbo Beilun Donghua Container Services Co., Ltd. | 16.80% |
Guangxi Southern CIMC Logistics Equipment Co., Ltd. | 50.00% |
- 52 -
APPENDIX I LIST OF NEW DOMESTIC AND OVERSEAS WHOLLY-OWNED SUBSIDIARIES, MAJORITY-OWNED SUBSIDIARIES AND ASSOCIATED COMPANIES AND LIST OF NEW COMPANIES WITH GEARING RATIO OVER 70%
4. New Companies with Gearing Ratio of Over 70%:
Enric Gas Equipment Yangzhou Co., Ltd.
Dalian CIMC Special Logistics Equipment Co., Ltd. Hunan CIMC Bamboo Industry Development Co., Ltd. Ningbo CIMC Container Services Co., Ltd.
Shanxi Tianhao Clean Energy Co., Ltd.
Xuzhou CIMC New Materials Technology Development Co., Ltd. Zhengzhou Jinte Logistics Automation System Co., Ltd.
CIMC Jixin Logistics Development Co., Ltd. CIMC Zhenyang (Shanghai) Logistics Co., Ltd. Zhuji Enric Environment Co., Ltd. AeroMobiles Pte Ltd
CIMC ENRIC SJZ GAS EQUIPMENT. INC. Flax Place Leeds Limited
Pteris Global (Canada) Inc Pteris Global (India) Pte Ltd Pteris Global (Thailand) Pte Ltd Pteris Global (USA) Inc
- 53 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||||||||||||||||
"President" referred to in Article 10, | "CEO" referred to in Article 10, Article | ||||||||||||||||||
Article 34, Article 35, Article 53, Article | 34, Article 35, Article 53, Article 70, | ||||||||||||||||||
70, Article 86, Article 103, Article 109, | Article 86, Article 103, Article 109, Article | ||||||||||||||||||
Article 118, Article 148, Article 174, | 118, Article 148, Article 174, Article 226, | ||||||||||||||||||
Article 226, Article 231, Article 236, | Article 231, Article 236, Article 238, | ||||||||||||||||||
Article 238, Article 259, Article 260, | Article 259, Article 260, Article 261, | ||||||||||||||||||
Article 261, Article 262, Article 263, | Article 262, Article 263, Article 264, | ||||||||||||||||||
Article 264, Article 265, Article 266, | Article 265, Article 266, Article 267, | ||||||||||||||||||
Article 267, Article 268, Article 269, | Article 268, Article 269, Article 271, | ||||||||||||||||||
Article 271, Article 273, Article 274, | Article 273, Article 274, Article 294, | ||||||||||||||||||
Article 294, Article 335 | Article 335 | ||||||||||||||||||
Article 11 Other senior management | Article 11 Other senior management | ||||||||||||||||||
personnel defined in these Articles of | personnel defined in these Articles of | ||||||||||||||||||
Association refers to the Vice President, | Association refers to the President, Vice | ||||||||||||||||||
Board Secretary and Chief Financial | President, Board Secretary and Chief | ||||||||||||||||||
Officer of the Company. | Financial Officer of the Company. | ||||||||||||||||||
Article 104 A shareholders' general | Article 104 A shareholders' general | ||||||||||||||||||
meeting shall be chaired by the Chairman. | meeting shall be chaired by the Chairman. | ||||||||||||||||||
In the event that the chairman is unable to | In the event that the chairman is unable to | ||||||||||||||||||
or fails to perform his duties, the | or fails to perform his duties, the | ||||||||||||||||||
vice-chairman shall chair the meeting. In | vice-chairman jointly elected by a simple | ||||||||||||||||||
the event that the vice-chairman is also | majority of all the directors shall chair | ||||||||||||||||||
unable to or fails to perform his duties, a | the meeting. In the event that both of the | ||||||||||||||||||
director jointly elected by more than half | two Vice Chairmen are also unable to or | ||||||||||||||||||
of the directors shall chair the meeting. In | fail to perform their duties, a director | ||||||||||||||||||
the event that the chairman of the meeting | jointly elected by more than half of the | ||||||||||||||||||
is not specified, the shareholders present at | directors shall chair the meeting. In the | ||||||||||||||||||
the meeting may elect one person as a | event that the chairman of the meeting is | ||||||||||||||||||
chairman; if for any reason shareholders | not specified, the shareholders present at | ||||||||||||||||||
cannot elect a chairman, the shareholder | the meeting may elect one person as a | ||||||||||||||||||
(including proxy) present at the meeting | chairman; if for any reason shareholders | ||||||||||||||||||
with the largest number of the voting | cannot elect a chairman, the shareholder | ||||||||||||||||||
shares shall chair the meeting. | (including proxy) present at the meeting | ||||||||||||||||||
with the largest number of the voting | |||||||||||||||||||
shares shall chair the meeting. | |||||||||||||||||||
- 54 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||||||||||||||||||||
A shareholders' general meeting convened | A shareholders' general meeting convened | ||||||||||||||||||||||
by the Supervisory Committee on its own | by the Supervisory Committee on its own | ||||||||||||||||||||||
shall be chaired by the chairman of the | shall be chaired by the chairman of the | ||||||||||||||||||||||
Supervisory Committee. In the event that | Supervisory Committee. In the event that | ||||||||||||||||||||||
the chairman is unable to or fails to | the chairman is unable to or fails to | ||||||||||||||||||||||
perform his duties, a supervisor jointly | perform his duties, a supervisor jointly | ||||||||||||||||||||||
elected by more than half of the | elected by more than half of the | ||||||||||||||||||||||
supervisors of the Company shall chair the | supervisors of the Company shall chair the | ||||||||||||||||||||||
meeting. | meeting. | ||||||||||||||||||||||
A shareholders' general meeting convened | A shareholders' general meeting convened | ||||||||||||||||||||||
by shareholders on their own shall be | by shareholders on their own shall be | ||||||||||||||||||||||
chaired by a representative elected by the | chaired by a representative elected by the | ||||||||||||||||||||||
convenor. | convenor. | ||||||||||||||||||||||
The chairman of the meeting shall be | The chairman of the meeting shall be | ||||||||||||||||||||||
responsible for determining whether a | responsible for determining whether a | ||||||||||||||||||||||
resolution has been passed. His decision, | resolution has been passed. His decision, | ||||||||||||||||||||||
which shall be final and conclusive, shall | which shall be final and conclusive, shall | ||||||||||||||||||||||
be announced at the meeting and recorded | be announced at the meeting and recorded | ||||||||||||||||||||||
in the minute book. | in the minute book. | ||||||||||||||||||||||
Article 152 Directors may hold a | Article 152 Directors may hold a | ||||||||||||||||||||||
concurrent post as president or other | concurrent post as CEO or other senior | ||||||||||||||||||||||
senior management personnel of the | management personnel of the Company, | ||||||||||||||||||||||
Company, provided that the total number of | provided that the total number of directors | ||||||||||||||||||||||
directors who are serving concurrently as | who are serving concurrently as CEO or | ||||||||||||||||||||||
president or other senior management | |||||||||||||||||||||||
other senior management personnel | |||||||||||||||||||||||
personnel together with the staff | together with the staff representative | ||||||||||||||||||||||
representative director shall not be more | director shall not be more than half of all | ||||||||||||||||||||||
than two. | the directors. | ||||||||||||||||||||||
Article 162 The Board shall consist of | Article 162 The Board shall consist of nine | ||||||||||||||||||||||
eight (8) members, including one | (9) members, including one Chairman, two | ||||||||||||||||||||||
Chairman, one Vice Chairman and three (3) | (2) Vice Chairmen and three (3) | ||||||||||||||||||||||
independent directors. | independent directors. | ||||||||||||||||||||||
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APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||||||||||||||||||||||||||||||||
Article 163 The Board shall exercise the | Article 163 The Board shall exercise the | ||||||||||||||||||||||||||||||||||
following authority and powers: | following authority and powers: | ||||||||||||||||||||||||||||||||||
...... | ...... | ||||||||||||||||||||||||||||||||||
(10) to appoint or dismiss the Company's | (10) to appoint or dismiss the Company's | ||||||||||||||||||||||||||||||||||
President and the secretary of the | CEO and the secretary of the Board; | ||||||||||||||||||||||||||||||||||
CEO's | |||||||||||||||||||||||||||||||||||
Board; | and | pursuant | to | the | and | pursuant | to | the | |||||||||||||||||||||||||||
president's nominations, | |||||||||||||||||||||||||||||||||||
to appoint | nominations, to appoint or dismiss | ||||||||||||||||||||||||||||||||||
the | |||||||||||||||||||||||||||||||||||
or dismiss senior officers including | senior | officers | including | ||||||||||||||||||||||||||||||||
vice presidents and chief financial | president, vice presidents and chief | ||||||||||||||||||||||||||||||||||
officer of the Company and to decide | financial officer of the Company and | ||||||||||||||||||||||||||||||||||
on their remuneration, rewards and | to decide on their remuneration, | ||||||||||||||||||||||||||||||||||
penalties; | rewards and penalties; | ||||||||||||||||||||||||||||||||||
...... | ...... | ||||||||||||||||||||||||||||||||||
(15) to receive work report submitted by | (15) to receive work report submitted by | ||||||||||||||||||||||||||||||||||
the president and to review his | the CEO and to review his | ||||||||||||||||||||||||||||||||||
performance; | performance; | ||||||||||||||||||||||||||||||||||
...... | ...... | ||||||||||||||||||||||||||||||||||
Article 170 The Board shall consist of one | Article 170 The Board shall consist of one | ||||||||||||||||||||||||||||||||||
Chairman and one Vice Chairman. The | Chairman and two Vice Chairmen. The | ||||||||||||||||||||||||||||||||||
Chairman and Vice Chairman shall be | Chairman and Vice Chairman shall be | ||||||||||||||||||||||||||||||||||
elected and removed by a simple majority | elected and removed by a simple majority | ||||||||||||||||||||||||||||||||||
of votes (more than five (5) directors) of all | of votes (more than five (5) directors) of all | ||||||||||||||||||||||||||||||||||
directors. | directors. | ||||||||||||||||||||||||||||||||||
Article 172 The Vice Chairman shall assist | Article 172 The Vice Chairman shall assist | ||||||||||||||||||||||||||||||||||
the Chairman in performing his duties. If | the Chairman in performing his duties. If | ||||||||||||||||||||||||||||||||||
the Chairman is unable or fails to perform | the Chairman is unable or fails to perform | ||||||||||||||||||||||||||||||||||
his duties, such duties shall be performed | his duties, such duties shall be performed | ||||||||||||||||||||||||||||||||||
by the Vice Chairman. If the Vice Chairman | by the Vice Chairman jointly elected by a | ||||||||||||||||||||||||||||||||||
is unable or fails to perform his duties, a | simple majority of all the directors. If | ||||||||||||||||||||||||||||||||||
director shall be elected jointly by more | both of the two Vice Chairmen are also | ||||||||||||||||||||||||||||||||||
than half of all directors to perform such | unable to or fail to perform their duties, a | ||||||||||||||||||||||||||||||||||
duties. | director shall be elected jointly by more | ||||||||||||||||||||||||||||||||||
than half of all directors to perform such | |||||||||||||||||||||||||||||||||||
duties. | |||||||||||||||||||||||||||||||||||
Chapter 7 President and Other Senior | Chapter 7 CEO and Other Senior | ||||||||||||||||||||||||||||||||||
Management Personnel | Management Personnel | ||||||||||||||||||||||||||||||||||
- 56 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | |||||||||||||||||
Article 225 The Company shall have one | Article 225 The Company shall have one | |||||||||||||||||
president, who shall be appointed or | CEO, who shall be appointed or removed | |||||||||||||||||
removed by the Board of Directors. A | by the Board of Directors. A director may | |||||||||||||||||
director may be appointed to act | be appointed to act concurrently as CEO, | |||||||||||||||||
concurrently as president, vice president or | president, vice president or other senior | |||||||||||||||||
other senior management member, but the | management member, but the number of | |||||||||||||||||
number of directors acting concurrently as | directors acting concurrently as CEO, | |||||||||||||||||
president, vice president or other senior | president, vice president or other senior | |||||||||||||||||
management personnel shall not exceed | management personnel and the staff | |||||||||||||||||
four. | representative directors shall not exceed | |||||||||||||||||
half of all the directors. | ||||||||||||||||||
The Company shall have no more than six | ||||||||||||||||||
(6) vice presidents who shall be appointed | The Company shall have one President, no | |||||||||||||||||
and removed by the Board of Directors | more than six (6) vice presidents who shall | |||||||||||||||||
based on the nominations of the President. | be appointed and removed by the Board of | |||||||||||||||||
Directors based on the nominations of the | ||||||||||||||||||
CEO. | ||||||||||||||||||
"President" referred to in Article 228, | "CEO" and "President" referred to in | |||||||||||||||||
Article 232, Article 235 | Article 228, Article 232, Article 235 | |||||||||||||||||
- 57 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||
Article 229 The President shall report to | Article 229 The CEO shall report to the | ||||
the Board of Directors and have the | Board of Directors and have the following | ||||
following duties and powers: | duties and powers: |
- to be in charge of the production, (1) to organize and implement the
operation and management of the | resolutions adopted by the Board of | |||
Company, and to report his work to | Directors, and to report to the | |||
the Board of Directors; | Board of Directors; | |||
- to organize and implement the (2) to organize the implementation of
resolutions adopted by the Board of | the annual business plans and | ||||||||||||||||||||||
Directors, the annual business plans | investment plans of the Company; | ||||||||||||||||||||||
and investment plans of the | |||||||||||||||||||||||
Company; | (3) | to draft schemes for the establishment | |||||||||||||||||||||
of | the | Company's | internal | ||||||||||||||||||||
(3) to draft schemes for the establishment | management departments; | ||||||||||||||||||||||
of | the | Company's | internal | ||||||||||||||||||||
management departments; | (4) | to draft the basic management | |||||||||||||||||||||
systems of the Company; | |||||||||||||||||||||||
(4) to | draft | the | basic management | ||||||||||||||||||||
systems of the Company; | (5) | to be responsible for submitting the | |||||||||||||||||||||
annual work report and other | |||||||||||||||||||||||
(5) to formulate the detailed rules and | reports to the Board of Directors; | ||||||||||||||||||||||
regulations of the Company; | |||||||||||||||||||||||
(6) | to make proposals regarding the | ||||||||||||||||||||||
(6) to make proposals regarding the | appointment or removal of the | ||||||||||||||||||||||
appointment or removal of the vice | President, vice president and chief | ||||||||||||||||||||||
president and chief financial officers | financial officers of the Company; | ||||||||||||||||||||||
of the Company; | |||||||||||||||||||||||
(7) to appoint or remove key managerial | |||||||||||||||||||||||
(7) to appoint or remove managerial | officers (at grades higher than 10) | ||||||||||||||||||||||
officers other than those to be | other than those to be appointed or | ||||||||||||||||||||||
appointed or removed by the Board of | removed by the Board of Directors, to | ||||||||||||||||||||||
Directors; | fix their remuneration, and to sign | ||||||||||||||||||||||
appointment | contracts | with them | |||||||||||||||||||||
(8) to formulate plans for the | under the authorization of the | ||||||||||||||||||||||
remunerations, | benefits, | awards | Board of Directors; | ||||||||||||||||||||
and punishments of the employees | |||||||||||||||||||||||
of the Company and determine the (8) | to propose to convene an interim | ||||||||||||||||||||||
employment and removal of such | meeting of the Board of Directors; | ||||||||||||||||||||||
employees; | |||||||||||||||||||||||
- 58 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||||||
(9) | to design, implement and monitor | (9) other duties and powers authorized by | |||||||
the risk management and internal | these Articles of Association and the | ||||||||
control systems of the Company; | Board of Directors. | ||||||||
(10) | to be accountable to the Board for | ||||||||
ensuring the effectiveness of the | |||||||||
risk management and internal | |||||||||
control systems; | |||||||||
(11) | to propose to convene an interim | ||||||||
meeting of the Board of Directors; | |||||||||
(12) | other duties and powers authorized by | ||||||||
these Articles of Association and the | |||||||||
Board of Directors. | |||||||||
- 59 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article |
The President shall report to the CEO and the Board of Directors, and have the following duties and powers:
(1) to be in charge of and implement the management of daily production
and operation of the Company;
(2) to coordinate the management of
daily operation of subsidiaries;
(3) to develop specific regulations of the Company;
(4) to fix the salary, benefits, rewards and punishments of employees, to
determine the employment and the
dismissal of employees (other than
those to be appointed or removed by
the Board of Directors and the
CEO);
(5) to be responsible for the design, implementation and supervision of
the risk management and internal
control system;
(6) to be responsible for confirming to the Board of Directors about the
effectiveness of the risk
management and internal control
system;
(7) other duties and powers authorized by these Articles of Association, the
Board of Directors or the CEO.
- 60 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | ||||||||||||||
The President shall assist the CEO to | |||||||||||||||
perform his duties, and fulfil the duties | |||||||||||||||
on behalf of the CEO when the CEO is | |||||||||||||||
unable to do so. | |||||||||||||||
The Vice President shall assist the | |||||||||||||||
President to perform his duties. In the | |||||||||||||||
event that the President is unable to | |||||||||||||||
perform his duties, other vice presidents | |||||||||||||||
designated by the CEO shall fulfill the | |||||||||||||||
duties on behalf of the President. If both | |||||||||||||||
of the CEO and the President fail to | |||||||||||||||
perform their duties, the Board of | |||||||||||||||
Directors shall decide the vice presidents | |||||||||||||||
who shall perform these duties on behalf | |||||||||||||||
of the CEO and the President. | |||||||||||||||
Article 230 The President shall be present | Article 230 The CEO, President shall be | ||||||||||||||
at the meetings of the Board of Directors, | present at the meetings of the Board of | ||||||||||||||
but a non- director president shall not have | Directors, but a non-directorCEO, a | ||||||||||||||
the voting rights at such meetings. | non-director president shall not have the | ||||||||||||||
voting rights at such meetings. | |||||||||||||||
Article 233 The President shall formulate | Article 233 The Company shall formulate | ||||||||||||||
detailed working rules for the President | detailed working rules for the CEO and | ||||||||||||||
and submit the same to the Board of | the President and submit the same to the | ||||||||||||||
Directors for approval and, upon such | Board of Directors for approval and, upon | ||||||||||||||
approval, implement such rules. | such approval, implement such rules. | ||||||||||||||
- 61 -
APPENDIX II PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current Article | Amended Article | |||||||||||||
Article 234 The detailed working rules | Article 234 The detailed working rules | |||||||||||||
formulated for the President shall include | formulated for the CEO and the President | |||||||||||||
the following: | shall include the following: | |||||||||||||
(1) | conditions | and | procedures | for | (1) | conditions and procedures for | ||||||||
convening and participants of the | convening and participants of the | |||||||||||||
President's meetings; | CEO's meetings; | |||||||||||||
(2) specific duties of the President, vice | (2) specific duties of the CEO, President, | |||||||||||||
president | and | other | senior | vice president and other senior | ||||||||||
management personnel; | management personnel; | |||||||||||||
(3) | the use of | funds and assets of the | (3) | the use of funds and assets of the | ||||||||||
Company, authority to enter into | Company, authority to enter into | |||||||||||||
material contracts and systems for | material contracts and systems for | |||||||||||||
reporting to the Board of Directors | reporting to the Board of Directors | |||||||||||||
and Supervisory Committee; | and Supervisory Committee; | |||||||||||||
(4) other matters as deemed necessary by | (4) other matters as deemed necessary by | |||||||||||||
the Board of Directors. | the Board of Directors. | |||||||||||||
Chapter 9 Obligations of Directors, | Chapter 9 Obligations of Directors, | |||||||||||||
Supervisors, President and Other Senior | Supervisors, CEO and Other Senior | |||||||||||||
Management Personnel of the Company | Management Personnel of the Company | |||||||||||||
- 62 -
APPENDIX III PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE GENERAL MEETING
Current Article | Amended Article | ||||||||||||||
"President" referred to in Article 7, | "CEO" referred to in Article 7, Article 33, | ||||||||||||||
Article 33, Article 56, Article 62, Article | Article 56, Article 62, Article 71 | ||||||||||||||
71 | |||||||||||||||
Article 57 The general meeting shall be | Article 57 The general meeting shall be | ||||||||||||||
presided over by the chairman of the | presided over by the chairman of the | ||||||||||||||
Board. When the chairman of the Board | Board. When the chairman of the Board | ||||||||||||||
cannot or fails to fulfill his duties, the | cannot or fails to fulfill his duties, the | ||||||||||||||
general meeting shall be presided over by | general meeting shall be presided over by | ||||||||||||||
the vice chairman of the Board. When the | the vice chairman of the Board jointly | ||||||||||||||
vice chairman of the Board cannot or fails | elected by a simple majority of all the | ||||||||||||||
to fulfill his duties, the meeting shall be | directors. When both of the two Vice | ||||||||||||||
presided over by the director elected by the | Chairmen of the Board cannot or fail to | ||||||||||||||
more than half of the directors. If the | fulfill their duties, the meeting shall be | ||||||||||||||
meeting presider is not elected, the | presided over by the director elected by the | ||||||||||||||
shareholders present may elect the | more than half of the directors. If the | ||||||||||||||
presider. If the shareholders cannot elect | meeting presider is not elected, the | ||||||||||||||
the presider for any reason, the general | shareholders present may elect the | ||||||||||||||
meeting shall be presided over by the | presider. If the shareholders cannot elect | ||||||||||||||
shareholder present and holding the largest | the presider for any reason, the general | ||||||||||||||
number of shares with voting rights | meeting shall be presided over by the | ||||||||||||||
(including the shareholder proxy). | shareholder present and holding the largest | ||||||||||||||
number of shares with voting rights | |||||||||||||||
The general meeting convened by the | (including the shareholder proxy). | ||||||||||||||
Board of Supervisors shall be presided over | |||||||||||||||
by the chairman of Board of Supervisors. | The general meeting convened by the | ||||||||||||||
When the chairman of Board of | Board of Supervisors shall be presided over | ||||||||||||||
Supervisors cannot or fails to fulfill his | by the chairman of Board of Supervisors. | ||||||||||||||
duties, the meeting shall be presided over | When the chairman of Board of | ||||||||||||||
by the supervisor elected by the more than | Supervisors cannot or fails to fulfill his | ||||||||||||||
half of the supervisors. | duties, the meeting shall be presided over | ||||||||||||||
by the supervisor elected by the more than | |||||||||||||||
The general meeting convened by the | half of the supervisors. | ||||||||||||||
shareholders shall be presided over by the | |||||||||||||||
representative elected by the convener. | The general meeting convened by the | ||||||||||||||
shareholders shall be presided over by the | |||||||||||||||
The meeting presider is responsible for | representative elected by the convener. | ||||||||||||||
deciding whether to pass the resolution at | |||||||||||||||
the general meeting. His decision shall be | The meeting presider is responsible for | ||||||||||||||
final, and declared at the meeting and | deciding whether to pass the resolution at | ||||||||||||||
recorded into the meeting minutes. | the general meeting. His decision shall be | ||||||||||||||
final, and declared at the meeting and | |||||||||||||||
recorded into the meeting minutes. | |||||||||||||||
- 63 -
APPENDIX IV | PROPOSED AMENDMENTS TO THE RULES OF | |||||||||||||||||||||||||||||
PROCEDURE FOR THE BOARD OF DIRECTORS | ||||||||||||||||||||||||||||||
Current Article | Amended Article | |||||||||||||||||||||||||||||
Article 4 The Board shall consist of eight | Article 4 The Board shall consist of nine | |||||||||||||||||||||||||||||
members, including one Chairman, one | members, including one Chairman, two | |||||||||||||||||||||||||||||
Vice Chairman and three independent | Vice Chairmen and three independent | |||||||||||||||||||||||||||||
directors. | directors. | |||||||||||||||||||||||||||||
Directors may hold a concurrent post as | Directors may hold a concurrent post as | |||||||||||||||||||||||||||||
president or other senior management | CEO or other senior management | |||||||||||||||||||||||||||||
personnel of the Company, provided that | personnel of the Company, provided that | |||||||||||||||||||||||||||||
the total number of directors who are | the total number of directors who are | |||||||||||||||||||||||||||||
serving concurrently as president or other | serving concurrently as CEO or other | |||||||||||||||||||||||||||||
senior management personnel together with | senior management personnel together with | |||||||||||||||||||||||||||||
the staff representative director shall not be | the staff representative director shall not be | |||||||||||||||||||||||||||||
more than two. | more than half of all the directors. | |||||||||||||||||||||||||||||
"President" referred to in Article 6, | "CEO" referred to in Article 6, Article 65 | |||||||||||||||||||||||||||||
Article 65 | ||||||||||||||||||||||||||||||
Article 22 The vice Chairman shall assist | Article 22 The vice Chairman shall assist | |||||||||||||||||||||||||||||
the Chairman in performing his/her duties. | the Chairman in performing his/her duties. | |||||||||||||||||||||||||||||
If the Chairman is unable or fails to | If the Chairman is unable or fails to | |||||||||||||||||||||||||||||
perform his/her duties, such duties shall be | perform his/her duties, such duties shall be | |||||||||||||||||||||||||||||
performed by the vice Chairman. If the | performed by the vice Chairman jointly | |||||||||||||||||||||||||||||
vice Chairman is unable or fails to perform | elected by a simple majority of all the | |||||||||||||||||||||||||||||
his/her duties, a director shall be elected | directors. If both of the two Vice | |||||||||||||||||||||||||||||
jointly by more than half of all directors to | Chairmen are unable or fail to perform | |||||||||||||||||||||||||||||
perform such duties. | their duties, a director shall be elected | |||||||||||||||||||||||||||||
jointly by more than half of all directors to | ||||||||||||||||||||||||||||||
perform such duties. | ||||||||||||||||||||||||||||||
- 64 -
APPENDIX IV | PROPOSED AMENDMENTS TO THE RULES OF | |||||||||||||||||||||||||
PROCEDURE FOR THE BOARD OF DIRECTORS | ||||||||||||||||||||||||||
Current Article | Amended Article | |||||||||||||||||||||||||
Article 62 The Board shall exercise the | Article 62 The Board shall exercise the | |||||||||||||||||||||||||
following duties and powers: | following duties and powers: | |||||||||||||||||||||||||
...... | ...... | |||||||||||||||||||||||||
(10) | to appoint or dismiss the Company's | (10) to appoint or dismiss the Company's | ||||||||||||||||||||||||
president and the secretary to the | CEO and the secretary to the Board; | |||||||||||||||||||||||||
Board; and pursuant to the | and pursuant to the CEO's | |||||||||||||||||||||||||
president's | ||||||||||||||||||||||||||
nominations, to appoint | nominations, to appoint or dismiss | |||||||||||||||||||||||||
or dismiss senior officers including | senior | officers | including | the | ||||||||||||||||||||||
vice presidents and chief financial | President, vice presidents and chief | |||||||||||||||||||||||||
officer of the Company and to | financial officer of the Company and | |||||||||||||||||||||||||
determine their remuneration, rewards | to determine their remuneration, | |||||||||||||||||||||||||
and penalties; | rewards and penalties; | |||||||||||||||||||||||||
...... | ...... | |||||||||||||||||||||||||
(15) | to receive work report submitted by | (15) to receive work report submitted by | ||||||||||||||||||||||||
the president of the Company and to | the CEO of the Company and to | |||||||||||||||||||||||||
review his/her performance; | review his/her performance; | |||||||||||||||||||||||||
...... | ...... | |||||||||||||||||||||||||
Article 69 Meetings of the Board shall be | Article 69 Meetings of the Board shall be | |||||||||||||||||||||||||
presided over by the Chairman. In the event | chaired by the Chairman. In the event that | |||||||||||||||||||||||||
that | the Chairman is unable to perform | the Chairman is unable to perform such | ||||||||||||||||||||||||
such duties, he/she shall designate the | duties, one vice Chairman jointly elected | |||||||||||||||||||||||||
vice Chairman or a director to chair the | by more than half of all the directors | |||||||||||||||||||||||||
meetings on his/her behalf. In the event | should chair the meeting; in the event | |||||||||||||||||||||||||
that the Chairman neglects his/her | that two Vice Chairmen are unable to or | |||||||||||||||||||||||||
duties for no reason, or does not | fail to perform such duties, one director | |||||||||||||||||||||||||
designate any specific personnel to act on | jointly elected by more than half of all | |||||||||||||||||||||||||
his/her behalf, a director, proposed by | the directors shall chair the meeting. | |||||||||||||||||||||||||
the vice Chairman or jointly by more | ||||||||||||||||||||||||||
than half of the directors, shall be | ||||||||||||||||||||||||||
responsible for presiding over the | ||||||||||||||||||||||||||
meetings. | ||||||||||||||||||||||||||
- 65 -
APPENDIX V PROPOSED AMENDMENTS TO THE RULES OF PROCEDURE FOR THE SUPERVISORY COMMITTEE
Current Article | Amended Article | ||||
"President" referred to in Article 3, | "CEO" referred to in Article 3, Article 7, | ||||
Article 7, Article 8, Article 22, Article 35 | Article 8, Article 22, Article 35 | ||||
- 66 -
APPENDIX VI | INFORMATION ON THE PROPOSED |
APPOINTMENT OF DIRECTORS | |
THE BIOGRAPHICAL DETAILS OF MR. DENG WEIDONG AND MR. GAO XIANG
ARE SET OUT BELOW:
Mr. DENG Weidong, born in July 1967. He graduated from Nanjing University with a PhD of Physical Geography in 1994. He has vast experience in port management and port operation. He worked in Administration Bureau of Hainan Yangpu Economic Development Zone, and successively served as the general manager of Business Development Department of China Nanshan Development (Group) Incorporation, the deputy general manager of Chiwan Container Terminal Co., Ltd. and the general manager of Shenzhen Mawan Port Services Co., Ltd. After joining China Merchants Holdings (International) Company Limited (renamed as China Merchants Port Holdings Company Limited in 2016) in July 2009, he served as the deputy general manager of China Merchants Holdings (International) Company Limited; he is serving as the director of the capital management department of China Merchants Group since February 2015.
Mr. GAO Xiang, born in 1965, has been a vice president of the Company since 1 April 2015 and executive vice president of the Company since 27 March 2018. Mr. GAO Xiang graduated from Tianjin University majoring in marine and shipbuilding engineering. He is also a senior engineer. Mr. GAO Xiang acted as the general manager of Tianjin CIMC North Ocean Container Co., Ltd., Tianjin CIMC Containers Co., Ltd., Tianjin CIMC Logistics Equipments Co., Ltd., Tianjin CIMC Vehicles Logistics Equipments Co., Ltd. and Tianjin CIMC Special Vehicles Co., Ltd., respectively, from 1999 to 2008. He worked as the assistant to the president of the Company from 2004 to 2008. He served as the executive director and general manager of CIMC Enric Holdings Limited in 2009 and then the chairman of CIMC Enric Holdings Limited since 1 April 2015. Mr. GAO Xiang is also the chairman of certain subsidiaries of CIMC Enric Holdings Limited. As at the Latest Practicable Date, Mr. GAO Xiang holds 450,000 stock options in respect of the Company's A Shares (with the exercise price of RMB7.94 per share and the exercising period expiring at 27 September 2020). Mr. GAO Xiang also holds 900,000 options under the stock option incentive plan of CIMC Enric and 400,000 restricted share units under the restricted share incentive scheme of CIMC Enric. Changes of shares held by Mr. GAO Xiang will follow relevant provisions of the Listing Rules, the Rules Governing Listing of Stocks on Shenzhen Stock Exchange and the Guidelines of the Shenzhen Stock Exchange for Standardized Operation.
- 67 -
APPENDIX VI | INFORMATION ON THE PROPOSED |
APPOINTMENT OF DIRECTORS | |
As at the Latest Practicable Date, saved as disclosed above, Mr. DENG Weidong and Mr. GAO Xiang (i) do not hold any directorships in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years;
- do not hold any position with the Company or its subsidiaries; (iii) do not have any interest, deemed interest or short positions in any Shares, underlying Shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance; (iv) do not have any relationship with other current Directors, senior management, supervisors, substantial Shareholders or controlling Shareholders of the Company; and (v) have not been penalised by China Securities Regulatory Commission and other competent authorities nor been disciplined by any stock exchange. Above-mentioned persons are not dishonest persons subject to enforcement. The total number of Director being members of the management of the Company does not exceed half of the total number of Directors of the Company.
Save as disclosed above, there is no other information regarding Mr. DENG Weidong and Mr. GAO Xiang required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Hong Kong Listing Rules, nor any other relevant matters need to be brought to the attention of the Shareholders.
The aforesaid candidates for Directors will be elected at the EGM by way of an ordinary resolution passed and cumulative voting by the Shareholders (including their proxies) present at the meeting and holding more than half of the voting rights. The new term of office of Mr. DENG Weidong and Mr. GAO Xiang will be three years, which is proposed to commence on the date of the 2020 EGM.
Mr. DENG Weidong will enter into the service contract with the Company for acting as a Director of the Company after the consideration and approval of the EGM. If Mr. DENG Weidong is eligible for re-election in the upcoming election of the Board, the service contract will continue to be effective.
Mr. GAO Xiang has entered into the service contract with the Company for acting as President of the Company on 27 August 2020, with the term expiring at the half-year meeting of the Board in 2023. Mr. GAO Xiang will enter into the service contract with the Company for acting as a Director of the Company after the consideration and approval of the EGM. If Mr. GAO Xiang is eligible for re-election in the upcoming election of the Board, the service contract will continue to be effective.
It is expected that candidates of Directors, Mr. DENG Weidong and Mr. GAO Xiang, will not receive any remuneration from the Company for acting as Directors of the Company, but Mr. GAO Xiang will receive remuneration from the Company for acting as President of the Company respectively. Their salaries are proposed by the Remuneration Committee of the Company based on the Annual Performance Assessment and Incentive Measures for the Appointed Members of the Board of CIMC and finally determined by the Board.
- 68 -
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CIMC - China International Marine Containers (Group) Co. Ltd. published this content on 16 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 September 2020 10:24:01 UTC