CIMC Vehicles (Group) Co., Ltd. (SEHK:1839) announces a share repurchase program. Under the program, the company will repurchase up to 146,729,400 H Shares, representing 7.27% of its issued share capital. The shares will be repurchased at a price of HKD 7.5 per share.

The offer will be funded from the internal cash resources. If the offer becomes unconditional in all respects, all the H shares repurchased will be cancelled and the registered capital of the company will be reduced accordingly, and the company will make an application for the listing of the H shares to be withdrawn from the Hong Kong Stock Exchange. The company will repurchase all the H shares in issue, other than those held by CIMC Group and its concert parties.

The offer is subject to shareholder approval to be obtained at the H shareholders Class Meeting, the A shareholders Class Meeting and the EGM for the H shareholders, the A shareholders and the shareholders to be held on April 18, 2024. The offer and the voluntary withdrawal of listing is subject to conditions like passing of the resolution by at least two-thirds of the votes attaching to all the H Shares held by the H Shareholders at the H Shareholders Class Meeting and at least 75% of the votes attaching to all the H Shares held by the Independent H Shareholders at the H Shareholders Class Meeting; and that the number of votes cast by the Independent H Shareholders present at the H Shareholders Class Meeting against the resolution is not more than 10% of the votes attaching to all the H Shares held by the Independent H Shareholders; passing of the resolution must be approved by at least two-thirds of the votes attaching to all the A Shares held by the A Shareholders at the A Shareholders Class Meeting; passing of the resolution must be approved by at least two-thirds of the votes attaching to all the shares held by the at the EGM; the minimum valid acceptances of the offer being received by 4:00 p.m. on May 2, 2024, amounting to at least 90% of the H Shares held by the Independent H Shareholders; the granting by the executive of the waiver for the company from strict compliance with the requirement to compulsorily acquire H shares that are not tendered for acceptance under the offer under Rule 2.2(c) of the Takeovers Code and the waiver for the company?s obligation to make a comparable offer to the A shareholders under Rule 14 of the Takeovers Code; the registration with SAFE in relation to the offer remains in full force and effect; all necessary authorizations, consents and approvals (including approval in-principle) of any governmental or regulatory body in relation to the offer (including its implementation) (if applicable) having been obtained and remaining in full force and effect pursuant to the provision of any laws or regulations in the PRC and other relevant jurisdictions; the compliance by the company with the Listing Rules, the Takeovers Code, the Share Buy backs Code and the statutory laws of Hong Kong and the PRC that are applicable to the offer and the voluntary withdrawal of listing. Pursuant to the Independent H shareholder Irrevocable Undertakings, each of the Independent IU shareholders has irrevocably and unconditionally undertaken to the company that it will accept the offer in respect of all the H Shares and any other securities of the company held by it; it will vote in favor of the resolutions to be proposed at the meetings; it will not deal in the H shares held by it or any other securities of the company without the company?s prior written consent.

The offer will expire on May 2, 2024. As at March 11, 2024, the company has 563,920,000 H shares in issue (out of which CIMC Group and its concert parties hold an aggregate of 417,190,600 H shares) and has 1,453,680,000 A shares in issue.