Stock Abbr.: CIMC, CIMC-B Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-029
China International Marine Containers (Group) Co., Ltd.
Announcement on Resolutions Made at the 13th Session of the
6th Board of Directors for 2012
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as
“the Company”) and all members of its Board of Directors hereby ensure that this
announcement is factual, accurate and complete without any false information,
misleading statement or material omission. And the English version is for reference
only.
The 13th Session of the 6th Board of Directors of the Company for 2012 was convened
on site and by phone on 14 Aug. 2012. The session was convened in compliance with
the Company Law of the People’s Republic of China, as well as the Company’s
Articles of Association and Rules of Procedure for the Board of Directors. The
following resolutions were made at the session:
I. The Proposal on the Plan about the Company Changing the Stock Exchange Listed
with Its Domestically Listed Foreign Shares & Listing Its Shares for Trading by
Introduction on the Main Board of the Stock Exchange of Hong Kong Ltd. (SEHK)
was reviewed and approved.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
II. The Proposal on Asking the General Meeting to Authorize the Board of Directors
and Its Authorized Personnel to Handle with Plenary Powers the Matters Related to
the Company Changing the Stock Exchange Listed with Its Domestically Listed
Foreign Shares & Listing Its Shares for Trading by Introduction on the Main Board of
the Stock Exchange of Hong Kong Ltd. (SEHK) was reviewed and approved.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
III. The Proposal on Determining the Authorized Personnel of the Board of Directors
was reviewed and approved.
The Board of Directors was agreed to, after the General Meeting approved the
Proposal on Asking the General Meeting to Authorize the Board of Directors and Its
Authorized Personnel to Handle with Plenary Powers the Matters Related to the
Company Changing the Stock Exchange Listed with Its Domestically Listed Foreign
Shares & Listing Its Shares for Trading by Introduction on the Main Board of the
Stock Exchange of Hong Kong Ltd. (SEHK), authorize Chairman Mr. Li Jianhong
and the personnel authorized by Mr. Li to exercise the powers granted by the said
proposal, handling matters as mentioned in the said proposal and other matters that
could be authorized by the Board of Directors and were related to the Company
Changing the Stock Exchange Listed with Its Domestically Listed Foreign Shares &
Listing Its Shares for Trading by Introduction on the Main Board of the Stock
Exchange of Hong Kong Ltd. (SEHK).
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
IV. The Proposal on China International Marine Containers (Group) Co., Ltd.
Being Converted into a Limited Stock Company That Issues and Lists Its Shares
Abroad was reviewed and approved.
Considering that the Company was going to convert its domestically listed foreign
shares into overseas listed foreign shares through listing them for trading by
introduction on the main board of the Stock Exchange of Hong Kong Ltd., it was
agreed to convert the Company into a limited stock company that issued and listed
its shares abroad.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
V. The Proposal on Reviewing the Articles of Association of China International
Marine Containers (Group) Co., Ltd. (A+H) (Drafted) was reviewed and
approved.
Considering that the Company is going to change the stock exchange listed with
its domestically listed foreign shares and lists its shares for trading by introduction
on the main board of SEHK, according to applicable laws and regulations, the
Board of Directors of the Company, based on the existing Articles of Association,
referring to the Indispensable Provisions for the Articles of Association for
Overseas Listed Companies, the Hong Kong Stock Listing Rules and other laws,
regulations and regulatory documents, formulated the Articles of Association of
China International Marine Containers (Group) Co., Ltd. (A+H) (Drafted).
When the Articles of Association of China International Marine Containers
(Group) Co., Ltd. (A+H) (Drafted) is approved at the general meeting and the
relevant approval authorities, it will take effect since the listing day of the
Company’s H-shares. And the Company’s existing Articles of Association is valid
before the listing of H-shares.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
VI. The Proposal on Asking the General Meeting to Authorize Guotai Junan
Securities Co., Ltd. to, as the Nominal Holder, Open the H-share Account in
Guotai Junan Securities (Hong Kong) Co., Ltd. and Hold these H-shares under
Trusteeship was reviewed and approved.
In order to facilitate investors in carrying out transactions, the General Meeting is
asked to authorize Guotai Junan Securities Co., Ltd. to, as the nominal holder,
open the H-share account (only for agent transactions and registration & clearing
for investors) in Guotai Junan Securities (Hong Kong) Co., Ltd. and hold these
H-shares under trusteeship, as well as handling relevant matters. And the General
Meeting is also asked to authorize the Board of Directors to deal with the relevant
formalities.
An overseas investor with required credentials may apply to open an independent
H-share account in Guotai Junan Securities (Hong Kong) Co., Ltd. or other
overseas securities dealers after the listing of the H-shares.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
VII. The Proposal on the Valid Period for the Resolution on the Company
Changing the Stock Exchange Listed with Its Domestically Listed Foreign Shares
& Listing Its Shares for Trading by Introduction on the Main Board of SEHK was
reviewed and approved.
Considering the need of the work related to the Company changing the stock
exchange listed with its domestically listed foreign shares and listing its shares for
trading by introduction on the main board of SEHK, it is agreed to ask the General
Meeting to approve that the valid period for the resolution on the Company
changing the stock exchange listed with its domestically listed foreign shares and
listing its shares for trading by introduction on the main board of SEHK should be
18 months since it is reviewed and approved by the General Meeting.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
The said proposal shall not be implemented until it is reviewed and approved by
the General Meeting.
VIII. The Proposal on Convening the 3rd Special Shareholders’ General Meeting
for 2012 was reviewed and approved.
According to the Company Law of the People’s Republic of China, the
Company’s Articles of Association and the CSRC Rules for General Meetings of
Listed Companies, it is proposed that the Company should convene the 3rd Special
Shareholders’ General Meeting for 2012 at Ming Wah International Convention
Center, No.8 Guishan Road, Shekou, Nanshan District, Shenzhen at 2:00 p.m. on
30 Aug. 2012 (Thursday), with the main agenda and proposals to be discussed as
follows:
1. Proposal on the Plan about the Company Changing the Stock Exchange Listed
with Its Domestically Listed Foreign Shares & Listing Its Shares for Trading by
Introduction on the Main Board of the Stock Exchange of Hong Kong Ltd. (SEHK)
was reviewed and approved;
2. Proposal on Asking the General Meeting to Authorize the Board of Directors
and Its Authorized Personnel to Handle with Plenary Powers the Matters Related
to the Company Changing the Stock Exchange Listed with Its Domestically Listed
Foreign Shares & Listing Its Shares for Trading by Introduction on the Main
Board of the Stock Exchange of Hong Kong Ltd. (SEHK);
3. Proposal on Determining the Authorized Personnel of the Board of Directors;
4. Proposal on the Company Being Converted into a Limited Stock Company That
Issues and Lists Its Shares Abroad;
5. Proposal on Reviewing the Articles of Association of China International
Marine Containers (Group) Co., Ltd. (A+H) (Drafted);
6. Proposal on Asking the General Meeting to Authorize Guotai Junan Securities
Co., Ltd. to, as the Nominal Holder, Open the H-share Account in Guotai Junan
Securities (Hong Kong) Co., Ltd. and Hold these H-shares under Trusteeship; and
7. Proposal on the Valid Period for the Resolution on the Company Changing the
Stock Exchange Listed with Its Domestically Listed Foreign Shares & Listing Its
Shares for Trading by Introduction on the Main Board of SEHK.
Voting result: 8 yes-votes; 0 no-votes; 0 abstentions.
Trading of the Company's shares will resume since the opening of August 15th.
Board of Directors
China International Marine Containers (Group) Co., Ltd.
15 August 2012
