China Merchants Pacific : Scrip Dividend Scheme Statement

AG_DMS_MATTERS_25556792_1.DOCX CHINA MERCHANTS HOLDINGS (PACIFIC) LIMITED

(Incorporated in the Republic of Singapore) Company Registration No. 198101278D

SCRIP DIVIDEND SCHEME STATEMENT

1. SCRIP DIVIDEND SCHEME STATEMENT

   
   

   This Scrip Dividend Scheme Statement (this "Statement") contains the terms and conditions of the China Merchants Holdings (Pacific) Limited Scrip Dividend Scheme (the "Scrip Dividend Scheme"), under which persons registered in the Register of Members of China Merchants Holdings (Pacific) Limited (the "Company") or, as the case may be, the Depository Register (as defined in paragraph 4.2 below) as the holders of fully paid ordinary shares ("Shares") in the capital of the Company ("Shareholders") may elect to receive fully paid new Shares ("New Shares") in lieu of part only or all of the cash amount of any dividend (including any interim, final, special or other dividend) ("Dividend") which is declared on the Shares held by them.

   The Singapore Exchange Securities Trading Limited (the "SGX-ST") assumes no responsibility for the correctness of any statements contained herein.

2. SUMMARY OF THE MAIN FEATURES

   
   

   The Scrip Dividend Scheme provides Shareholders with the option to elect to receive New Shares in lieu of part only or all of the cash amount of any Qualifying Dividend (as defined in paragraph 4.2 below) declared on their holding of Shares.

   All Shareholders are eligible to participate in the Scrip Dividend Scheme subject to the restrictions on Overseas Shareholders (as defined in paragraph 4.4 below), as more particularly described in paragraph 4.4 below, and except for such other Shareholders or class of Shareholders as the directors of the Company ("Directors") may in their absolute discretion decide.

   Shareholders may elect to participate in respect of part only or all of their holding of Shares to which each Notice of Election (as defined in paragraph 4.7 below) relates in respect of any Qualifying Dividend and may also make a permanent election to participate in respect of all of their holding of Shares to which each Notice of Election relates for any Qualifying Dividend and all future Qualifying Dividends. Shareholders should note that they may not make a permanent election to participate in respect of part only of their holdings of Shares to which each Notice of Election relates for any Qualifying Dividend and all future Qualifying Dividends.

   Shareholders receiving more than one Notice of Election may elect to participate in respect of their holding of Shares to which one Notice of Election relates and elect not to participate in respect of their holding of Shares to which any other Notice of Election relates. Where a permanent election has been made, Participating Shareholders (as defined in paragraph 4.5 below) may cancel their participation and withdraw from the Scrip Dividend Scheme at any time, subject to them giving the appropriate notice in accordance with this Statement. The cancellation of a permanent election by a Participating Shareholder would not preclude him from making a fresh permanent election should he wish to do so at a later date.

   The Directors may, in their absolute discretion, determine that the Scrip Dividend Scheme will apply to any particular Dividend. An announcement will be made by the Company as soon as practicable following the determination by the Directors that the Scrip Dividend Scheme is to apply to a particular Dividend, and in any event, by no later than the next Market Day (as

   defined in paragraph 4.2 below) immediately following the Books Closure Date (as defined in paragraph 4.2 below) in respect of the particular Dividend. Unless the Directors have determined that the Scrip Dividend Scheme will apply to any particular Dividend, the Dividend concerned will be paid in cash to the Shareholders in the usual way.

   New Shares which are to be allotted and issued under the Scrip Dividend Scheme to Participating Shareholders shall, upon allotment and issue, rank pari passu in all respects with the existing Shares then in issue except that the New Shares will not rank for any dividend, right, allotment or other distributions, the record date for which falls before the date of issue of the New Shares, unless the Directors shall otherwise specify.

   Participating Shareholders can expect to receive, at or about each Dividend payment date, notification letters setting out, inter alia, the number of New Shares allotted to them under the Scrip Dividend Scheme.

   Under Singapore laws as at the date of this Statement, there are no brokerage fees or other related costs payable on New Shares allotted under the Scrip Dividend Scheme.

3. HOW TO PARTICIPATE

   
   

   Participation in the Scrip Dividend Scheme is optional and is not transferable.

   
   

   A Shareholder wishing to receive New Shares in respect of any Qualifying Dividend or to make a permanent election to receive New Shares in respect of any Qualifying Dividend and all future Qualifying Dividends to which a Notice of Election received by him relates should complete and sign such Notice of Election and return it to the Company at the address indicated on the Notice of Election or, if the Shareholder is a Depositor (as defined in paragraph 4.2 below), through CDP (as defined in paragraph 4.2 below). A Shareholder receiving more than one Notice of Election and wishing to receive Shares in respect of part only or all of his entitlement to the Qualifying Dividend in respect of all of his holding of Shares or to make a permanent election to receive Shares in respect of any Qualifying Dividend and all future Qualifying Dividends must complete and sign all Notices of Election received by him and return the completed and signed Notices of Election to the Company and/or CDP, as the case may be.

   A Shareholder may only make a permanent election to receive New Shares in respect of all and not only part of his entitlement to future Qualifying Dividends under a Notice of Election. Where a member elects to receive Shares in respect of part only of his entitlement to any Qualifying Dividend to which a Notice of Election relates, permanent election shall not be available.

   To be effective in respect of any Qualifying Dividend to which a Notice of Election relates, such duly completed and signed Notice of Election must be received by the Company or (in the case of a Depositor) CDP no later than the date and time to be specified by the Directors in respect of that Qualifying Dividend.

4. TERMS AND CONDITIONS OF THE SCRIP DIVIDEND SCHEME

   
   
5. Establishment. The Scrip Dividend Scheme is established by the Directors.

   
   

6. Terms and Conditions. The following are the terms and conditions (these "Terms and Conditions"), which expression shall include any amendment or supplement thereto, of the Scrip Dividend Scheme.

   In these Terms and Conditions, in addition to the other defined terms set out in this Statement, the following definitions apply throughout, unless the context otherwise requires or otherwise stated:

   "Books Closure Date" : The date to be determined by the Directors for the purpose of

   determining the entitlements of Shareholders to a Dividend

   
   

   "CDP" : The Central Depository (Pte) Limited or any successor entity thereto

   "Market Day" : A day on which the SGX-ST is open for trading in securities "Qualifying Dividend" : Any Dividend to which the Scrip Dividend Scheme applies

   (as determined by the Directors)

   
   

   "SFA" : The Securities and Futures Act, Chapter 289 of Singapore, as amended from time to time

   
   

   "S$" or "cents" : The lawful currency for the time being of the Republic of

   Singapore

   
   

   "per cent." : Per centum or percentage

   
   

   The terms "Depositor" and "Depository Register" shall have the meanings ascribed to them respectively in the SFA.

   Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders (male, female or neuter). References to "person" shall include an individual, corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative, unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority or agency (notwithstanding that "person" may be sometimes used herein in conjunction with some of such words), and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a similarly extended meaning.

   Any provision in these Terms and Conditions requiring any notice, form or other document to be completed by a Shareholder may be satisfied by the signing of such notice, form or other document by the Shareholder, or by way of a telephone or electronic communication involving the execution of any act, procedure or routine (electronic or otherwise) designated by the Company to signify the Shareholder's intention to be bound by such communication. A Shareholder is deemed to have agreed that he shall have no claim whatsoever against the Company for any delay, failure or inaccuracy in the recording, storage, transmission or delivery of data (in each case whether or not within the control of the Company) or for any compensation, loss or damages in connection therewith or in relation thereto.

7. Eligibility. All Shareholders are eligible to participate in the Scrip Dividend Scheme subject to the restrictions on Overseas Shareholders, as more particularly described in paragraph 4.4 below, and except that participation in the Scrip Dividend Scheme shall not be available to such Shareholders or class of Shareholders as the Directors may in their absolute discretion determine, and further, shall be subject to the requirement that such participation or receipt of New Shares under the Scrip Dividend Scheme by any Shareholder will not result in a breach

   of any other restriction on such Shareholder's holding of New Shares which may be imposed by any law or regulation in force in Singapore or any other relevant jurisdiction, as the case may be, or prescribed by the constitution of the Company.

8. Overseas Shareholders. For practical reasons and to avoid any violation of the securities laws applicable in countries outside Singapore where Shareholders may have their registered addresses, unless otherwise determined by the Directors in their absolute discretion, Shareholders with registered addresses outside Singapore and who have not provided to the Company or where the Shareholder is a Depositor, CDP, in each case at least three Market Days prior to the Books Closure Date (or such other period as the Directors may determine), mailing addresses in Singapore for the service of notices and documents (each such Shareholder, an "Overseas Shareholder") may not participate in the Scrip Dividend Scheme. No Overseas Shareholder shall have any claim whatsoever against the Company, the Company's share registrar, CDP or any of their respective agents in connection therewith.

   Overseas Shareholders who may not participate in the Scrip Dividend Scheme and who receive or come to have in their possession this Statement, a Notice of Election and/or any other document in connection with the Scrip Dividend Scheme may not treat the same as an invitation or offer of any securities to them. Overseas Shareholders are advised to inform themselves of, and to observe, any prohibitions and restrictions, and to comply with any applicable laws and regulations relating to the Scrip Dividend Scheme as may be applicable to them.

   Overseas Shareholders who wish to be eligible to participate in the Scrip Dividend Scheme should provide a mailing address in Singapore for the service of notices and documents to the Company c/o the Company's share registrar, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623, or, if the Overseas Shareholder is a Depositor, to CDP at The Central Depository (Pte) Limited, 11 North Buona Vista Drive, #06-07 The Metropolis Tower 2, Singapore 138589, in each case at least three Market Days prior to the Books Closure Date (or such other period as the Directors may determine). Such Overseas Shareholders should note that all correspondence, notices and documents will be sent to their last registered mailing address in Singapore maintained with the Company or, in the case of such Overseas Shareholders who are Depositors, their last registered mailing address in Singapore maintained with CDP.

9. Level of Participation. Participation in the Scrip Dividend Scheme is optional and is not transferable.

   A Shareholder may elect to participate in the Scrip Dividend Scheme (the "Participating Shareholder") in respect of part only or all of his holding of Shares as at each Books Closure Date to which each Notice of Election (as defined in paragraph 4.7 below) received by him relates for a Qualifying Dividend (the "Participating Shares").

10. Permanent Election. Any permanent election to participate in the Scrip Dividend Scheme is personal to the Participating Shareholder.

A Shareholder may make a permanent election in the manner set out below for participation in respect of any Qualifying Dividend and all future Qualifying Dividends. Where a permanent election in respect of all his holding of Shares to which a Notice of Election relates has been made, then unless and until a notice of cancellation (in such form as the Directors may approve) (the "Notice of Cancellation") in relation to such Notice of Election is received by the Company or CDP (as the case may be) as provided in paragraph 4.13 below or until such permanent election becomes ineffective as provided in these Terms and Conditions, the