China International Marine Containers (Group) Co., Ltd.
Statement for Independent Directors to Solicit Voting Right
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.
Important Note
Based on the authorization of other independent directors of China International
Marine Containers (Group) Co., Ltd. (hereinafter referred to as “the Company”), as
well as the related proposals reviewed by the 3rd Special Shareholders General
Meeting of Year 2012 held on 30 Aug. 2012, Mr. Xu Jing’an, an independent director,
acted as a solicitor to solicit voting right from all shareholders of the Company, for
the purpose of raising the vote rate among minority shareholders in the 3rd General
Shareholders Meeting of the Company of Year 2012 and protecting their interest.
CSRC, Shenzhen Stock Exchange and other government departments claims no
opinion on the factuality, accuracy and completion of the statement, and won’t take
responsibility for the statement. Any declaration contrary to it should be
misrepresentation.
I. Statement of the solicitor
As the solicitor for the voting right, I, Xu Jing’an, authorized by Mr. Ding Huiping,
the independent director, and Mr. Jin Qingjun, the independent director to prepare and
sign this statement, which is for the purpose of soliciting shareholders’ voting right in
the 3rd Special Shareholders General Meeting of Year 2012.
The solicitor assures that the Statement has no false record, misleading presentation,
or material omission, takes legal responsibility for its actuality, accuracy, and integrity,
and promise no security frauds, such as internal trade and market manipulation, will
be conducted due to the usage of voting right solicitation.
The action of soliciting voting right processes for free. The statement shall be
published in newspapers and magazines appointed by departments in charge. No
information could be disclosed without authorization. The solicitation accords with
duties of independent directors of listed companies. Information disclosed wouldn’t
contain any false and misleading presentation. The solicitation has been approved by
other independent directors of the Company. The solicitor has signed the statement,
which wouldn’t violate or conflict with any provision in Articles of Association or
internal systems.
II. Basic information of the Company and items of the solicitation
1. Basic information of the Company:
Chinese name: 中国国际海运集装箱（集团）股份有限公司
Chinese abbreviation: 中集集团
English name: CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO.,
LTD
English abbreviation: CIMC
Date of initial registration: Jan., 1980
Legal representative: Li Jianhong
Board secretary: Yu Yuqun
Registered address: 8/F, CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan
District, Shenzhen, Guangdong
Office address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District,
Shenzhen, Guangdong
Zip code: 518067
Tel: (86) 755-2669 1130
Fax: (86) 755-2682 6579
Website: http://www.cimc.com
Stock exchange on which the Company is listed: Shenzhen Stock Exchange
Stock short form and code: CIMC (000039), CIMC B (200039)
E-mail: shareholder@cimc.com
2. Solicitation Items
The solicitor would solicit all the shareholders of the Company to review the
following proposals in the 3rd Special General Shareholders Meeting of Year 2012 –
Proposal on the Alteration of Listing Place for Domestically Listed Foreign Shares of
the Company, as well as the Scheme on the Company’s Mainboard Listing and Trade
by Introduction in The Stock Exchange of Hong Kong Ltd., Proposal on Applying
Authorization from the General Shareholders Meeting of the Company for the
Company Board and Authorized People to Process Issues Related to the Alteration of
Listing Place for Domestically Listed Foreign Shares, as well as the Company’s
Mainboard Listing and Trade by Introduction in the Stock Exchange of Hong Kong
Ltd. with Full Authority, Proposal on Confirming People Authorized by the Board,
Proposal on the Shifting of China International Marine Containers (Group) Co., Ltd.
to a Company Raising Shares Abroad, Proposal on Reviewing Articles of Association
(Draft) of China International Marine Containers (Group) Co., Ltd., Proposal
on Applying the Authorization from General Shareholders Meeting of the Company
for Guotai Junan Securities Co., Ltd. to Open H-share Account in Guotai Junan
Securities (Hong Kong) Co., Ltd. and Provide Custodian Service for H Shares of the
Company as the Nominal Holder, and 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..
3. Signature date of the solicitation statement entrusted for soliciting voting right
14 Aug. 2012
III. Convening of the Shareholders General Meeting
For details of convening of the Shareholders General Meeting, please kindly refer to
the Company’s Circular on Convening the 3rd Special Shareholders General Meeting
of Year 2012.
IV. General information of the solicitor
1. Mr. Xu Jing’an, the present independent director of the Company, is the solicitor to
solicit voting right. His general information shows as below:
Graduated from the Journalism Department of Fudan University in 1964, and
successively worked at the Central Marxism-Leninism Research Institute, Central
Policy Research Office, State Development Planning Commission, Economic
Restructuring Office of the State Council, and the State Commission for Economic
Restructuring, Mr. Xu Jing’an positioned as the Deputy Head of China Research
Institute of Economic Mechanism Reform in 1985, the Director of Shenzhen
Commission for Economic Restructuring, and the Vice President of Shenzhen Stock
Exchange in 1987. He is currently assuming the office of the Chairman of the Board
of Shenzhen Jing’an Culture Communication Company, as well as the President and
researcher of Shenzhen New Century Civilization Research Society. He has been
acting as an independent director of the Company since Apr 2007.
2. The solicitor has neither been punished by violating security laws, nor involving in
significant civil actions or arbitrations concerning economic disputes so far.
3. The solicitor doesn’t achieve any agreement or arrangement with his immediate
family on issues related to the Company’s equity. Secondly, as an independent
director of the Company, he clarifies no stake between directors, senior management,
major shareholders and their related parties, issues concerning the solicitation of the
Company and himself.
V. Votes from the solicitor for solicitation items
As an independent director of the Company, the solicitor presented at the 13th Session
in 2012 of the 6th Board of the Company on 14 Aug 2012, and took affirmative votes
for Proposal on the Alteration of Listing Place for Domestically Listed Foreign Shares
(B-share) of China International Marine Containers (Group) Co., Ltd., as well as the
Scheme on the Company’s Mainboard Listing and Trade by Introduction in The Stock
Exchange of Hong Kong Ltd., Proposal on Applying Authorization from the General
Shareholders Meeting of the Company for the Company Board and Authorized
People to Process Issues Related to the Alteration of Listing Place for Domestically
Listed Foreign Shares (B-share), as well as the Company’s Mainboard Listing and
Trade by Introduction in the Stock Exchange of Hong Kong Ltd. with Full Authority,
Proposal on Confirming People Authorized by the Board, Proposal on the Shifting of
China International Marine Containers (Group) Co., Ltd. to a Company Raising
Shares Abroad, Proposal on Reviewing Articles of Association (Draft) of
China International Marine Containers (Group) Co., Ltd., Proposal on Applying the
Authorization from General Shareholders Meeting of the Company for Guotai Junan
Securities Co., Ltd. to Open H-share Account in Guotai Junan Securities (Hong Kong)
Co., Ltd. and Provide Custodian Service for H Shares of the Company as the Nominal
Holder, and Proposal on the Valid Period for the Resolution on the Company
Changing the Stock Exchange Listed with Its Domestically Listed Foreign Shares
(B-shares) & Listing Its Shares for Trading by Introduction on the Main Board of
SEHK.
VI. Solicitation Plan
According to current laws, administration rules, regulatory documents, together with
Articles of Association, the solicitor has prepared the plan for soliciting voting right.
The details are as below:
(I) Object party for solicitation: All shareholders of the Company registered at
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
and registered for meeting presence as at 15:00 on 23 Aug. 2012
(II) Solicitation period: from 15 Aug. 2012 to 29 Aug. 2012 (9:00-11:30 a.m.,
14:30-17:00 p.m.)
(III) Solicitation way: Publicly publishing announcements on China Securities Journal,
Securities Times, Shanghai Securities News, Hong Kong Ta Kung Pao, and
www.cninfo.com.cn to solicit voting right as entrusted
(IV) Solicitation procedures and steps:
1. Fill the Proxy Form for Independent Directors to Solicit Voting Right
Authorization (hereinafter referred as Proxy Form of Authorization) term by term in
the light of form and content confirmed by the attachment of the Statement
2. Submit the Proxy Form of Authorization signed by the authorizer and other related
documents to the Financial Management Department entrusted by the solicitor; The
Securities Department of the Company shall acknowledge the Proxy Form of
Authorization and other related documents for the solicitation for voting right, which
can be described as below:
(1) Following materials should be submitted if the shareholder entrusting other party
to vote belongs to institutional shareholder:
①Copy of corporate business license;
②Original copy of identity certification for legal representative;
③Original copy of the Proxy Form of Authorization; and
④Stock Account Card.
All documents, based on the aforesaid rule and submitted by institutional shareholders,
should be signed by legal representative page by page and affix the official seal of the
shareholder’s entity;
(2) Following materials should be submitted if the shareholder entrusting other party
to vote belongs to individual shareholder:
①Copy of identity card of the shareholder;
②Original copy of the Proxy Form of Authorization; and
③Stock Account Card.
(3) If the Proxy Form of Authorization is signed by other people authorized by the
shareholder, the Proxy Form of Authorization should be notarized by notary organs,
and the original copy shall be submitted together with the notary form. The Proxy
Form of Authorization signed by the shareholder or legal representative of the
shareholder’s entity doesn’t need to be notarized.
3. When the shareholder entrusting other party to vote has, in line with the aforesaid
item 2, prepared related documents well, the Proxy Form of Authorization and related
documents should be delivered by specially-assigned person or registered letter, or
express mail to the appointed address of the Statement within the solicitation period;
If the documents are delivered by registered letter or express mail, the date of receipt
will be confirmed as the date when the mail is postmarked by the post office in
destination place.
The appointed address and recipient for the Proxy Form of Authorization and related
documents delivered from the shareholder entrusting other party to vote are:
Address: CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District,
Shenzhen, Guangdong
Recipient: Financial Management Department of CIMC
Zip code of the Company: 518067
Please kindly seal all the submitted documents well, specify the contact telephone
number and contact person of the shareholder entrusting other party to vote, and mark
out the “Proxy Form for Independent Directors to Solicit Voting Right Authorization”
in prominent place.
(V) When the submitted documents from the shareholder entrusting other party to
vote arrive, authorization fully satisfies the following conditions will be confirmed
effective after review:
1. In accordance with solicitation procedures of the Statement, the Proxy Form of
Authorization and related documents have arrived at appointed address;
2. The Proxy Form of Authorization and related documents have been submitted in
solicitation period;
3. The shareholder has, in light of forms regulated by the attachment of the Statement,
filled and signed the Proxy Form of Authorization with clear authorized content, as
well as complete and effective related documents to submit;
4. The submitted Proxy Form of Authorization and related documents accord with
recorded content in stock transfer books.
(VI) If the shareholder authorize and entrust the solicitor repeatedly in terms of items
for voting right solicitation, but the authorized content differentiates from each other,
the Proxy Form of Authorization signed by the shareholder at the last time shall be the
effective one. If the signature time can’t be told, the Proxy Form of Authorization
received in the last shall be the effective one.
(VII) After the shareholder has authorized and entrusted the solicitor in terms of items
for voting right solicitation, the shareholder can personally present or let the entrusted
party present at the meeting.
(VIII) As for circumstances occur to authorization previously confirmed effective, the
solicitor can process according to following instructions:
1. When the shareholder has authorized the solicitor in terms of items for voting right
solicitation, but cancels the authorization for the solicitor in written form before the
deadline of registration period for field meeting, the solicitor will affirm that the
authorization for solicitor is in automatic avoidance;
2. When the shareholder authorizes other parties other than the authorized solicitor in
terms of items for voting right solicitation to register and present at the meeting, and
has cancelled the authorization for the solicitor in written from before the deadline of
registration period for field meeting, the solicitor will affirm that the authorization for
solicitor is in automatic avoidance;
3. The shareholder should clarify the voting instruction in the submitted Proxy Form
of Authorization, and select an item among “Consent”, “Against” and “Abstain”. If
one more items are chosen or no item is chosen, the solicitor shall affirm that the
authorization is invalid.
Solicitor: Xu Jing’an
14 August 2012
Attachment:
Proxy Form for Independent Directors
to Solicit Voting Right Authorization
As the entrusting party, I/The company confirm that I/the company have/has seriously
read the full text of the Statement for Independent Directors to Solicit Voting Right of
China International Marine Containers (Group) Co., Ltd., the Circular on Convening
the 3rd Special Shareholders General Meeting of Year 2012 of China International
Marine Containers (Group) Co., Ltd., as well as other related documents prepared and
announced by the solicitor for the voting right solicitation items before signing the
Proxy Form of Authorization, and has thoroughly understood circumstances related to
items for voting right solicitation. Before registration for the field meeting, according
to procedures confirmed by the Statement for Independent Directors to Solicit Voting
Right, I/the company am/is authorized to cancel the authorization claimed in the
Proxy Form of Authorization for the solicitor, or amend the Proxy Form of
Authorization at any time.
As the entrusting party, I/The company now authorize Mr. Xu Jing’an, the
Independent Director of China International Marine Containers (Group) Co., Ltd., as
the proxy of me/the company to present at the 3rd Special Shareholders General
Meeting of Year 2012 of China International Marine Containers (Group) Co., Ltd.,
and execute voting right according to instructions in the Proxy Form of Authorization
for the following items reviewed by the meeting.
Voting opinion of I/the company towards items for voting right solicitation:
Voting intention
Proposal
Proposals Consent Against Abstain
No.
1 Proposal on the Alteration of Listing Place for
Domestically Listed Foreign Shares of the Company,
as well as the Scheme on the Company’s Mainboard
Listing and Trade by Introduction in The Stock
Exchange of Hong Kong Ltd.
2 Proposal on Applying Authorization from the General
Shareholders Meeting of the Company for the
Company Board and Authorized People to Process
Issues Related to the Alteration of Listing Place for
Domestically Listed Foreign Shares, as well as the
Company’s Mainboard Listing and Trade by
Introduction in the Stock Exchange of Hong Kong Ltd.
with Full Authority
3 Proposal on Confirming People Authorized by the
Board
4 Proposal on the Shifting of China International Marine
Containers (Group) Co., Ltd. to a Company Raising
Shares Abroad
5 Proposal on Reviewing the Articles of Association
(Draft) of China International Marine
Containers (Group) Co., Ltd.
6 Proposal on Applying the Authorization from General
Shareholders Meeting of the Company for Guotai
Junan Securities Co., Ltd. to Open H-share Account in
Guotai Junan Securities (Hong Kong) Co., Ltd. and
Provide Custodian Service for H Shares of the
Company as the Nominal Holder
7 Proposal on the Valid Period for the Resolution on the
Company Changing the Stock Exchange Listed with
Its Domestically Listed Foreign Shares (B-shares) &
Listing Its Shares for Trading by Introduction on the
Main Board of SEHK
Note： The voting symbol in the Proxy Form of Authorization is “√”. Please kindly select
“Consent”, “Against”, or “Abstain”, and tick in corresponding forms according to the opinion of
entrusting party for the aforesaid items for review. You can only choose one item among the three.
If one more items are chosen or no item is chosen, the vote shall be regarded as authorized to the
proxy and the vote shall be confirmed as “abstain”.
Signature (Seal) of the entrusting party:
Identity Card No. or Registration No. of Business License:
Shareholder Account No.:
No. of shares held:
Signature Date:
Valid term of the authorization: from the signature date to the end of the 3rd Special
Shareholders General Meeting of the Company of Year 2012
