CIMC Enric : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in CIMC Enric Holdings Limited, you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, exchange participant or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes 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 circular.

CIMC Enric Holdings Limited

中集安瑞科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3899)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of CIMC Enric Holdings Limited to be held at iPro Financial Press Limited, Units 1203B, 1204-1205 12/F, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on 21 May 2021 at 3:00 p.m. is set out on pages 15 to 19 of this circular.

Whether or not you propose to attend the annual general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the annual general meeting, or any adjourned meeting, should they so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Measures being taken to try to prevent and control the spread of the Coronavirus at the Annual General Meeting, including:

• compulsory temperature checks and health declarations
• compulsory wearing of surgical face masks
• maintain proper distance between seats

Any person who does not comply with the precautionary measures may be denied entry into the AGM venue. The Company requires attendees to wear face masks and reminds Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

12 April 2021

			CONTENTS
				Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	The Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	The Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Re-electionof Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Proposed Final Dividend and Closure of register of members . . . . . . . . . .	6
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Voting by way of poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II	-	Details of Directors Proposed to be Re-elected . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM"	the annual general meeting of the Company proposed to
	be held at iPro Financial Press Limited, Units 1203B,
	1204-1205, 12/F., World-Wide House, 19 Des Voeux Road
	Central, Central, Hong Kong on Friday, 21 May 2021 at
	3:00 p.m.
"Articles"	the articles of association of the Company, as originally
	adopted or as from time to time altered in accordance with
	the Companies Law (Chapter 22) of the Cayman Islands
	or any applicable laws
"associate(s)"	has the same meaning ascribed to it under the Listing
	Rules
"Board"	the board of Directors
"Business Day"	a day (other than a Saturday or a Sunday) on which
	licensed banks are open for business in Hong Kong and
	the Stock Exchange is open for business of dealing in
	securities
"Chemical and Environmental	the incentive scheme of CIMC Safe Technologies Co.,
Business Unit Equity Incentive	Ltd.* 中集安瑞環科技股份有限公司 (a subsidiary of the
Scheme"	Company) and its subsidiaries adopted by the Company on
	27 November 2020
"CIMC"	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 company
	established in the PRC with limited liability, the shares of
	which are listed on the Shenzhen Stock Exchange and the
	Main Board of the Stock Exchange, and is the controlling
	shareholder of the Company
"Company"	CIMC Enric Holdings Limited, an exempted company
	incorporated in the Cayman Islands on 28 September 2004
	with limited liability under the Companies Law (Revised)
	of the Cayman Islands
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries

- 1 -

	DEFINITIONS
"HKD"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the PRC
"Issue Mandate"	the general mandate to allot, issue and deal with Shares
	not exceeding 20% of the total number of issued ordinary
	shares of the Company as at the date of passing of the
	resolution approving the Issue Mandate
"Latest Practicable Date"	7 April 2021, being the latest practicable date of
	ascertaining certain information contained in this circular
	prior to its publication
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China
"Repurchase Mandate"	the general mandate to exercise the power of the Company
	to repurchase Shares up to a maximum of 10% of the total
	number of issued ordinary shares of the Company as at
	the date of passing of the resolution approving the
	Repurchase Mandate
"Restricted Share Award Scheme	the restricted share award scheme adopted by the
(2018)"	Company on 26 June 2018
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share Award Scheme 2020"	the share award scheme adopted by the Company on 3
	April 2020
"Share Option Scheme" or	the share option scheme adopted by the Company pursuant
"Scheme"	to an ordinary resolution passed by the Shareholders on 6
	July 2006
"Share(s)"	ordinary share(s) of HKD0.01 each in the issued share
	capital of the Company
"Shareholder(s)"	registered holder(s) of Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 2 -

DEFINITIONS

"Takeovers Code"	the Hong Kong Codes on Takeovers and Mergers and
	Share Buy-backs
"%"	per cent.

• For identification purpose only

- 3 -

LETTER FROM THE BOARD

CIMC Enric Holdings Limited

中集安瑞科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

	(Stock code: 3899)
Non-executive Director:	Registered Office:
Gao Xiang (Chairman)	Cricket Square
	Hutchins Drive
Executive Director:	P.O. Box 2681
Yang Xiaohu (General Manager)	Grand Cayman KY1-1111
	Cayman Islands
Non-executive Directors:
Yu Yuqun	Principal Place of Business in
Wang Yu	Hong Kong:
Zeng Han	Unit 908, 9th Floor
	Fairmont House
Independent Non-executive Directors:	No. 8 Cotton Tree Drive
Yien Yu Yu, Catherine	Central
Tsui Kei Pang	Hong Kong
Zhang Xueqian
Wang Caiyong	Head Office in the PRC:
	CIMC R&D Center
	No. 2 Gangwan Avenue
	Shekou Industrial Zone
	Shenzhen, Guangdong
	The PRC
	12 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES,

RE-ELECTION OF THE RETIRING DIRECTORS,

PROPOSED FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals for the Issue Mandate, the Repurchase Mandate, the re-election of the retiring Directors, final dividend and to seek your approval at the AGM in connection with, among others things, such matters.

- 4 -

LETTER FROM THE BOARD

2. THE ISSUE MANDATE

On 29 May 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate and authorize the extension of the Issue Mandate, details of which are set out in item nos. 5 and 7 respectively in the notice of AGM.

As at the Latest Practicable Date, the issued ordinary shares of the Company comprised 2,015,480,588 Shares. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the resolution approving the Issue Mandate to issue a maximum of 403,096,117 Shares representing not more than 20% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Issue Mandate.

3. THE REPURCHASE MANDATE

Also on 29 May 2020, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in item no. 6 in the notice of AGM.

As at the Latest Practicable Date, the issued ordinary shares of the Company comprised 2,015,480,588 Shares. Subject to the passing of the resolution approving the Repurchase Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the resolution approving the Repurchase Mandate to repurchase a maximum of 201,548,058 Shares representing not more than 10% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

4. RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Gao Xiang (Chairman) as Non-executive Director; Mr. Yang Xiaohu (General Manager) as Executive Director; Mr. Yu Yuqun, Mr. Wang Yu and Mr. Zeng Han as Non-executive Directors; and Ms. Yien Yu Yu, Catherine, Mr. Tsui Kei Pang, Mr. Zhang Xueqian and Mr. Wang Caiyong as Independent Non-executive Directors.

- 5 -

LETTER FROM THE BOARD

In accordance with articles 87(1) and 87(2) of the Articles, namely Mr. Yu Yuqun, Mr. Zeng Han and Mr. Zhang Xueqian will retire by rotation at the AGM and, being eligible, offer themselves for re-election.

Mr. Zhang Xueqian, who was appointed as an Independent non-executive Director of the Company in September 2010, has served as an Independent non-executive Director of the Company for more than 9 years. During his tenure of office, Mr. Zhang has been able to fulfill all the requirements regarding independence of independent non-executive Director and provide annual confirmation of independence to the Company under Rule 3.13 of the Listing Rules. The nomination committee and the Board have reviewed the annual written confirmation of independence of Mr. Zhang Xueqian and assessed his independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules. The Board is not aware of any foreseeable events that may occur and affect the independence of Mr. Zhang and believes that Mr. Zhang is and shall continue to be independent of the Company. The Board will continue to review the independence of Mr. Zhang annually.

Besides, during his tenure of office, Mr. Zhang had discharged his duties as an Independent non-executive Director to the satisfaction of the Board. Through exercising the scrutinising and monitoring function of independent non-executive Director, Mr. Zhang had contributed to an upright and efficient Board for the interest of Shareholders. The Board believes that his valuable professional knowledge and good business acumen will continue to generate contribution to the Board, the Company and the Shareholders as a whole.

In the view of the above, the Board considers that the re-election of Mr. Zhang as an Independent non-executive Director of the Company is beneficial to the Board, the Company and the Shareholders as a whole. A separate resolution will be proposed at the AGM to approve the re-election of Mr. Zhang as an independent non-executive Director of the Company.

Having regard to the Board's diversity policy and the nomination policy adopted by the Company, the nomination committee recommended re-election of the aforesaid retiring Directors to the Board. Accordingly, the Board has proposed that each of the above retiring Directors, namely Mr. Yu Yuqun, Mr. Zeng Han and Mr. Zhang Xueqian, stands for re-election as Directors at the AGM.

Brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

5. PROPOSED FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

On 23 March 2021, the Board recommended that subject to Shareholders' approval at the AGM, the Company shall declare and distribute a final dividend in respect of 2020 of HKD0.14 per ordinary share to its shareholders whose names appear on the register of members of the Company on 4 June 2021.

- 6 -

LETTER FROM THE BOARD

The Board further resolved that the register of members of the Company shall be closed from Monday, 31 May 2021 to Friday, 4 June 2021 (both days inclusive), during which period no share transfer will be registered for the purpose of ascertaining shareholders' entitlements to the proposed final dividend.

In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on 28 May 2021.

Moreover, for determination of the entitlement to attend and vote at the AGM, the transfer books and register of members will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive), during which period no transfer of Shares will be effected. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Share transfers accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 14 May 2021.

6. ANNUAL GENERAL MEETING

The notice convening the AGM to consider, amongst other things, ordinary resolutions relating to the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, final dividend, and the re-election of retiring Directors, are set out in pages 15 to 19 of this circular.

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the AGM will be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

8. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herein. Whether or not you propose to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM, or any adjourned meeting, should they so wish.

- 7 -

LETTER FROM THE BOARD

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving 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 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 any statement herein or this circular misleading.

10. RECOMMENDATION

The Directors are of the opinion that the proposed resolutions referred to in this circular and the notice of AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the notice of AGM.

By order of the Board

CIMC Enric Holdings Limited

Gao Xiang

Chairman

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 2,015,480,588 Shares in issue at the Latest Practicable Date, could result in up to 201,548,058 Shares being repurchased by the Company during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report 2020 of the Company) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of the Company and the applicable laws of the Cayman Islands.

- 9 -

APPENDIX I

EXPLANATORY STATEMENT

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so, in the event that the Company is authorised to make purchase of Shares.

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder's interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, CIMC was beneficially, interested in an aggregate of 1,371,016,211 Shares, representing approximately 68.02% of the issued ordinary shares of the Company. Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the aggregate shareholdings of CIMC would be increased to approximately 75.58% of the issued ordinary shares of the Company. The Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate. The Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

- 10 -

APPENDIX I

EXPLANATORY STATEMENT

5. SHARE PURCHASED BY THE COMPANY

In the six months immediately preceding the Latest Practicable Date, the trust of the Share Award Scheme 2020 purchased on the Stock Exchange a total of 12,210,000 Shares for a total consideration of approximately HKD49,857,000 (equivalent RMB44,358,000) pursuant to the terms of the trust deed under the Share Award Scheme 2020.

Save as disclosed above, the Company has not purchased, sold or redeemed any of its Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

6. SHARE PRICES

The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months prior to the Latest Practicable Date and for the month of April 2021 up to the Latest Practicable Date:

	Highest	Lowest
	Traded Price	Traded Price
	HKD	HKD
2020
April	3.72	3.05
May	3.73	3.12
June	3.58	3.02
July	4.09	3.07
August	3.51	3.06
September	3.43	3.00
October	3.92	3.38
November	4.77	3.60
December	4.74	4.13
2021
January	5.60	4.64
February	5.53	4.70
March	6.65	4.94
April (up to the Latest Practicable Date)	6.05	5.49

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the Directors proposed to be re-elected at the AGM:

Mr. Yu Yuqun ("Mr. Yu")

Mr. Yu, aged 55, joined the Group as an executive Director in September 2007 and was re-designated to be a non-executive Director on 5 September 2016. Mr. Yu obtained a bachelor's degree and a master's degree in economics, both from the Peking University (北京大學). Mr. Yu joined CIMC in 1992, and he is currently the vice president and company secretary of CIMC, responsible for investor relations, shareholder relations and etc. He was a non-executive director of CIMC-TianDa Holdings Company from the period of May 2016 to July 2020. Mr. Yu also holds directorships in certain subsidiaries of CIMC and the Company.

As at the Latest Practicable Date, Mr. Yu is interested in an aggregate of 600,000 share options which were outstanding, 160,000 unvested restricted shares and 240,000 shares in the Company, and 0.13% equity interest in CIMC Safeway Technologies Co., Ltd* (中集安瑞環科技 股份有限公司, a subsidiary of the Company). The options were granted by the Company on 28 October 2011 and 5 June 2014 under the Share Option Scheme. The unvested restricted shares were issued and allotted by the Company on 24 August 2018 under Restricted Share Award Scheme (2018). The equity interest of CIMC Safeway Technologies Co., Ltd was granted on 27 November 2020 under Chemical and Environmental Business Unit Equity Incentive Scheme.

Mr. Yu renewed his appointment letter with the Company, under which he was appointed as a non-executive Director with a term of three years commencing on 1 January 2019, subject to certain early termination clause of the letter. The appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Pursuant to the letter of appointment, Mr. Yu is entitled to an annual salary of HKD180,000 which was determined by the Board upon recommendation from the remuneration committee of the Company with reference to his duties and responsibilities in the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Yu (i) does not have any interests in the shares of the Company within the meaning of Part XV of SFO; (ii) did not hold any directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other positions with the Company or other members of the Group; and (iv) does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. Yu has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and the Company is not aware of any other matters in relation to the Appointment that need to be brought to the attention of shareholders of the Company.

- 12 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Zeng Han ("Mr. Zeng")

Mr. Zeng, aged 45, was appointed as a Non-executive Director on 18 May 2018. He graduated from Hangzhou Institute of Electronic Engineering with a bachelor's degree in economics in July 1996, and later graduated from Jiangsu University of Science and Technology with a master's degree in management in June 1999. He joined CIMC in 1999 and has successively served as manager of the accounting division of the financial management department, assistant to the general manager, deputy general manager and executive general manager of financial management department. Mr. Zeng is currently the general manager of the financial management department and the chairman of the financial informationization decision-making committee of CIMC. He also held a concurrent post as manager of the financial department of the Company from 2009 to 2010. Mr. Zeng is a certified public accountant in China. He is currently a non-executive director of CIMC-TianDa Holdings Company Limited. He hold directorships in certain subsidiaries of CIMC and the Company.

As at the Latest Practicable Date, Mr. Zeng is interested in 160,000 unvested restricted shares and 240,000 shares in the Company, and 0.13% equity interest in CIMC Safeway Technologies Co., Ltd* (中集安瑞環科技股份有限公司, a subsidiary of the Company). The unvested restricted shares were issued and allotted by the Company on 24 August 2018 under Restricted Share Award Scheme (2018). The equity interest of CIMC Safeway Technologies Co., Ltd was granted on 27 November 2020 under Chemical and Environmental Business Unit Equity Incentive Scheme.

Mr. Zeng entered into an appointment letter with the Company, under which he was appointed as a non-executive Director with a term of three years commencing on18 May 2018, subject to certain early termination clause of the letter. The appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Pursuant to the letter of appointment, Mr. Zeng is entitled to an annual salary of HKD180,000 which was determined by the Board upon recommendation from remuneration committee of the Company with reference to his duties and responsibilities in the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zeng (i) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (ii) did not hold any directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other positions with the Company or other members of the Group; and (iv) does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. Zeng has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and the Company is not aware of any other matters in relation to the Appointment that need to be brought to the attention of shareholders of the Company.

- 13 -

APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Zhang Xueqian ("Mr. Zhang")

Mr. Zhang, aged 71, joined the Group as an Independent Non-executive Director since September 2010. He received a PhD degree in accounting from Xi'an Jiaotong University (西安 交通大學) and a master's degree in economics from Wuhan University (武漢大學). He is a registered accountant in the PRC. Presently, Mr. Zhang is a professor of the Business School of University of International Business and Economics (對外經濟貿易大學國際商學院) in the PRC, and was a former associate dean of the school. He was also a senior member of the Chinese Society of Technology and Economics (中國技術經濟研究會) and a researcher of Beijing Asia-Pacific Research Center of China Financial Accounting (北京亞太華夏財務會計研究中心). Mr. Zhang possesses strong academic background in accounting and finance.

As at the Latest Practicable Date, Mr. Zhang was interested in an aggregate of 300,000 share options which were outstanding. The options were granted by the Company on 5 June 2014 under the Share Option Scheme.

Mr. Zhang renewed his appointment letter with the Company, under which he was appointed as an independent non-executive Director with a term of three years commencing on 30 September 2019, subject to certain early termination clause of the letter. The appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Pursuant to the letter of appointment, Mr. Zhang is entitled to an annual salary of HKD220,000, the annual salary has been adjusted to HKD320,000 which was determined by the Board upon recommendation from remuneration committee of the Company with reference to his duties and responsibilities in the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang (i) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; (ii) did not hold any directorships in the last three years in any public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not hold any other positions with the Company or other members of the Group; and (iv) does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, Mr. Zhang has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing Rules, and the Company is not aware of any other matters in relation to the Appointment that need to be brought to the attention of shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

CIMC Enric Holdings Limited

中集安瑞科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3899)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of CIMC Enric Holdings Limited (the "Company") will be held at iPro Financial Press Limited Units 1203B, 1204-1205, 12/F., World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 21 May 2021 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the directors' and independent auditor's reports for the year ended 31 December 2020.
2. To declare a final dividend in respect of 2020 of HKD0.14 per ordinary share.
3. (1) To re-elect Mr. Yu Yuqun as director.
4. 1. To re-elect Mr. Zeng Han as director.
   2. To re-elect Mr. Zhang Xueqian as director.
   3. To authorise the board of directors to fix the remuneration of directors.
5. To re-appoint PricewaterhouseCoopers as auditor and to authorise the board of directors to fix the remuneration of auditor.
6. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with any unissued shares in the ordinary share capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares in the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares in the Company) which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);
2. the total number of shares of the Company allotted or issued or conditionally or unconditionally agreed to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph
3. 1. above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time; or (iii) an issue of shares upon the exercise of options which may be granted under any option scheme or similar arrangement for the time being adopted or to adopt for the grant or issue to any officers, employees and/or directors of the Company and/or any of its subsidiaries and/or any other participants of such scheme or arrangement of shares or rights to acquire shares; or (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and
4. for the purpose of this Resolution,
5. 1. 
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or
2. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities), subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company."

6. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT:

1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of shares in the Company repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and
3. for the purposes of this Resolution,
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

1. the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution."

7. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT subject to the passing of Resolutions nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with any unissued ordinary shares pursuant to Resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 6 set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of Resolution no. 6 (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution)."

By order of the Board

CIMC Enric Holdings Limited

Gao Xiang

Chairman

Hong Kong, 12 April 2021

Registered Office:

Cricket Square

Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

Principal place of business in Hong Kong:

Unit 908, 9th Floor

Fairmont House

No. 8 Cotton Tree Drive

Central

Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Head Office in the PRC:

CIMC R&D Center

No. 2 Gangwan Avenue

Shekou Industrial Zone

Shenzhen, Guangdong

The PRC

Notes:

1. The audited consolidated financial statements and the directors' and independent auditor's reports for the year ended 31 December 2020 are contained in the Annual Report 2020, which is dispatched to the shareholders of the Company together with the circular of the Company dated 12 April 2021 (the "Circular").
2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company. In view of the outbreak of COVID-19 pandemic, shareholders are strongly encouraged to appoint the chairman of the Meeting as proxy to attend and vote on his behalf at the Meeting.
3. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjourned meeting.
4. Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting if such member of the Company so desires.
5. To ascertain shareholders' entitlements to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 17 May 2021 to Friday, 21 May 2021 (both days inclusive). All transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 14 May 2021.
6. To ascertain shareholders' entitlements to the proposed final dividend relating to item no.2 in this notice, the register of members of the Company will be closed from Monday, 31 May 2021 to Friday, 4 June 2021 (both days inclusive). In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 28 May 2021.
7. With regard to item no.3 in this notice, the board of directors of the Company proposes that the retiring directors of the Company, namely Messrs. Mr. Yu Yuqun, Mr. Zeng Han and Mr. Zhang Xueqian be re-elected as directors of the Company. Particulars of the said retiring directors are set out in Appendix II to the circular.
8. With regard to item no.6 in the notice, an explanatory statement as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in Appendix I to the circular.
9. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
10. As at the date of this notice, the board of directors of the Company consists of Mr. Gao Xiang (Chairman) as non-executive Director, Mr. Yang Xiaohu (General Manager) as executive Director; Mr. Yu Yuqun, Mr. Wang Yu and Mr. Zeng Han as non-executive Directors; and Ms. Yien Yu Yu, Catherine, Mr. Tsui Kei Pang, Mr. Zhang Xueqian and Mr. Wang Caiyong as independent non-executive Directors.

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