CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.
中国国际海运集装箱（集团）股份有限公司
CHANGE OF PLACE OF LISTING
OF DOMESTIC LISTED FOREIGN SHARES
AND
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
DOMESTIC OPERATIONS GUIDE
(FULL VERSION)
NOVEMBER 2012
1
Table of Contents
Foreword
Chapter 1: Notes to Operations
Chapter 2: Basic Business Procedures
Section 1: Initial share registration
Section 2: Display of trading information
Section 3: Trading orders and transaction receipts
Section 4: Clearing and settlement
Section 5: Change of custodians
Section 6: Change of securities account information
Section 7: Other non-trade-related operations
Section 8: Bonus and dividend distribution and general meetings
Section 9: Method for submitting business applications to Guotai Junan
Chapter 3 - Operational Guide for Investors
Section 1: Placing trade orders
Section 2: Transfer of funds
Section 3: Enquiry services
Section 4: Change of account information
Section 5: General meetings
Section 6: Other non-trade-related operations
Chapter 4 - Investors’ Operation Q&A
Chapter 5 – Contact Information of Parties Involved
Appendix 1: Application Form for Change of Domestic Custodians for H Shares
Appendix 2: Application Form for Change of Overseas Custodians for H Shares
Appendix 3: Correction Form for Errors in Change of Domestic Custodians for CIMC H
Shares
Appendix 4: Notice of general meeting
Appendix 5: DBF Data Format for Business Application by Domestic Securities Companies
to Guotai Junan
2
Foreword
The plan for the change of place of listing of the domestic-listed foreign shares of China
International Marine Containers (Group) Co., Ltd. by way of introduction on the Main Board of the
Stock Exchange of Hong Kong Limited (“CIMC B-to-H Conversion”) was considered and approved at
its general meeting held on 30 August 2012. To ensure the smooth implementation of the CIMC B-to-H
Conversion plan, and to guide investors through relevant domestic operations relating to the conversion,
this operations guide has been formulated in accordance with the provisions of “Change of Place of
Listing of the B Shares Listed on the Shenzhen Stock Exchange to List by way of Introduction and
Trade on the Stock Exchange of Hong Kong Limited - Technical Guide for Domestic Securities
Companies “ 《深市 B 股转换上市地以介绍方式在香港联交所上市及挂牌交易境内证券公司技术
指引》), “Change of Place of Listing of the B Shares Listed on the Shenzhen Stock Exchange to List by
way of Introduction and Trade on the Stock Exchange of Hong Kong Limited - Technical Interface
Standards for Domestic Securities Companies” (《深市 B 股转换上市地以介绍方式在香港联交所上
市及挂牌交易境内证券公司数据接口规范》) and other pertinent documents.
The domestic operations relating to the conversion cited in this operations guide refer to various
types of operations pertinent to CIMC B-to-H Conversion and the results of such conversion to be
conducted by investors through Domestic Securities Companies, such as the conduct of entrusted deals
through the trading system of Domestic Securities Companies (Note: domestic investors may only sell
CIMC H shares after conversion), enquiries, and account transfers and change of custodians, etc
through domestic securities companies.
This operations guide does not cover overseas operations, namely operations conducted directly
through overseas securities companies. For enquiries, investors may visit http://www.hkex.com.hk, the
website of Hong Kong Exchanges and Clearing Limited (“HKEx”), the controlling company of The
Stock Exchange of Hong Kong Limited (“SEHK”).
The listing rules and trading rules of Shenzhen Stock Exchange (“SZSE”) and the registration and
clearing rules of China Securities Depository and Clearing Corporation Limited will not be applicable
to the converted H shares of CIMC.
As trading systems, regulations and business flows vary among different securities companies, this
operations guide will serve only as a general reference for operations. Detailed procedures and process
flows of the actual operation are subject to the pertinent regulations of securities companies engaged by
investors. Investors should fully inform themselves of the specific requirements and provision relating
to CIMC B-to-H Conversion of the securities company with which they open their account.
This operations guide is prepared in both Chinese and English. In case of discrepancies, the
Chinese version shall prevail.
3
Chapter 1 - Notes to Operations
I. Comparison of major trading differences between the B share market and the H share market
To facilitate investors’ understanding of the H share trading rules, comparisons between the B
share and H share trading rules have been set out in the following table by summarising certain major
differences between B shares and H share trading rules. For a more detailed understanding of the B
share trading rules and the H share trading rules, please visit the website of SZSE (http://www.szse.cn)
and the website of HKEx (http://www.hkex.com.hk)
Item for comparison B shares H shares
From Monday to Friday; market
From Monday to Friday; market
closed on Saturdays, Sundays and
Trading dates closed on Saturdays, Sundays and
statutory national holidays of the
public holidays of Hong Kong
PRC
At-auction orders: an order with no
Orders at market price: quotations
specified price and such order may
may only be made during
Method of placing only be submitted during the
consecutive trading hours
orders and prices pre-opening session
Limit orders: to be made according
Limit orders: an order with specified
to designated prices
price
9:00-9:15: submission, modification
and cancellation of limit orders and
at-auction orders acceptable
9:15-9:20: trade submissions are
admissible and also cancellable; 9:15-9:20: only at-auction orders are
acceptable; limit orders and
Processing of trade 9:20-9:25: trade submissions are at-auction order already put in queue
submissions by the admissible but no cancellations may cannot be modified or cancelled
stock exchange trading be made;
system in the 9:20-9:28: no input, modification and
pre-trading period 9:25-9:30: trade submissions and cancellation of orders are allowed.
cancellations are admitted but not
processed. Orders will be matched in order type
(at-auction order first)
9:28-9:30: no terminal activities are
allowed
Morning: 9:30a.m. -12:00p.m.
Afternoon: 1:00p.m.-4:00p.m.
Consecutive trading Morning: 9:30-11:30
hours Afternoon: 13:00-15:00 No afternoon sessions on Christmas
Eve, New Year Eve and Chinese New
Year Eve.
Varies from counter to counter,
usually with a minimum transaction
Minimum trading amount of HK$2,000.
100 shares
volume for each order
Board lot of converted CIMC H share
will be 100 shares.
Trading of volumes Odd lot shares, to be acquired by
share with odd lot size, to be sold on
below the minimum specialized agencies at trading prices
a one-off basis
requirement for each equivalent to 85-90% of the market
4
order price and must be sold in full in one
single transaction.
Varies according to the range of share
Minimum price prices. For details please refer to
HK$0.01
fluctuation Section I “Trade Submission” in
Chapter III of this Guide
Price movement limits 10% Nil
Turn around trade T+1 T+0
Settlement T+3 T+2
Margin financing and
Nil Yes
securities lending
The differences stated above are solely derived from comparison between the B share market and the H
share market, and may not be relevant to all investors in converted CIMC H shares after the CIMC
B-to-H Conversion. Different trading rules apply to different types of investors. For details please refer
to the sections headed “Types of investors,” “Comparison of trading restrictions and differences
between domestic investors and domestically-trading overseas investors” in this Guide.
II. Types of investors
Investors are classified into three types, namely, domestic investors, domestically trading overseas
investors and non-domestically trading overseas investors according to their identities and the different
reporting methods for their future transactions.
Type of investors Criteria for classification
Domestic investors Domestic investors who trade via trading systems of domestic
securities companies.
Domestically trading overseas Overseas investors who have not directly opened H share accounts
investors with overseas securities companies and who will continue to trade
via trading systems of domestic securities companies.
Non-domestically trading Overseas investors who have opened independent H share
overseas investors accounts with Guotai Junan Hong Kong or other overseas brokers,
whose converted CIMC H shares have been transferred to these
accounts to be held in custody and who will trade via trading
systems of overseas securities companies.
III. Comparison of trading restrictions and differences between domestic investors and
domestically-trading overseas investors
Comparison among domestic investors, domestically trading overseas investors and
non-domestically trading overseas investors indicates certain trading restrictions and differences.
Investors should find out which type of investors they belong to and fully inform themselves of
relevant restrictions and differences before transacting businesses concerned. The following table sets
out only certain trading restrictions and differences. For details of other restrictions and differences,
please consult the securities company with which you are maintaining your account.
5
Non-domestic
Domestically-trading Overseas ally trading
Comparison Domestic Investors
Investors overseas
investors
SEHK H share
Stock code
299901 stock code
SEHK H share
Name of stock 中集 H 代 stock name
Selling only; buying not permissible (Converted CIMC H shares
Buying and
Trading representing unsold shares in respect of which no valid exercise of
selling
authorisation the cash option has been submitted as at the last trading day for
permissible
CIMC B shares)
Trading day of
Trading day Common trading day of SEHK and SZSE
SEHK
Types of buy / Price bidding
sell orders Limit orders orders; limit
permitted orders
Morning: 9:15-11:30; Afternoon: 13:00-15:00 Morning:
Afternoon: 15:00-16:00: no new orders may be submitted, nor may 9:00-12:00
Trading hours
previous orders be cancelled, provided that trading orders not Afternoon:
cancelled during the day will remain effective and transaction 13:00-16:00
receipts may still be received.
T+2
Settlement
If T+2 is not a SZSE trading day, fund settlement will be deferred T+2
time
to the next common trading day.
T+0 day trade Not permissible Permissible
Margin
Not permissible Permissible
financing trade
B share commission for domestic securities company with which
Trading fee H share fees
account is maintained + H share fees
Change of
Change of Change of domestic Change of both domestic and overseas overseas
custodian custodians permitted custodians are permitted custodians
only
IV. Parties involved
Acronym used in
Full name of party Major responsibilities
this Guide
China International
Marine Containers CIMC Information disclosure
(Group) Co., Limited
As designated overseas securities agent, provides
custody for all initial H shares upon listing;
Guotai Junan Securities Guotai Junan Hong receives H share trading orders sent by Domestic
(Hong Kong) Limited Kong Securities Companies through SSSCC, reports
the same with to SEHK, complete clearing and
settlement for transacted deals in the aforesaid
6
trading orders and maintains records of
particulars of investors’ shareholdings.
As domestic nominee securities agent, opens H
Guotai Junan Securities share securities trading accounts with Guotai
Guotai Junan
Co., Ltd. Junan Hong Kong to hold all initial H shares
upon listing as a centralised custodian.
Transmits real-time trading information of the H
Shenzhen Securities
SSSCC share trading information, trading instructions
Communication Co., Ltd.
and orders for transaction.
Appointed by Guotai Junan to carry out fund
allocation based on particulars of investors’
China Securities
shareholdings and fund settlement data document
Depositary and Clearing
SD&C Shenzhen issued by Guotai Junan Hong Kong, and forward
Corporation Limited,
such particulars of shareholdings and fund
Shenzhen Branch
settlement data to Domestic Securities
Companies through SSSCC.
Receive all business applications by investors
and handle enquiries, communications and other
Domestic Securities
Domestic securities investors’ services; completes secondary clearing
Company /
companies for transacted deals for converted CIMC H
Companies
shares and adjusts stock and cash balances of
investors’ accounts.
7
Chapter 2: Basic Business Procedures
Section 1: Initial share registration
I. Exercise and registration of cash option
Following hearing and official clearance by the SEHK Listing Committee of the CIMC H share
listing application, CIMC will apply to SZSE for the suspension of trading in its B shares, and
commence and complete the registration of the election of the cash option.
II. B share withdrawal registration
After completion of the relevant clearing and settlement procedures for the election of cash
options, SD&C Shenzhen will provide to CIMC a share register as at the withdrawal from listing of the
B share. This share register should also include information such as name of the Domestic Securities
Company, trading unit, investor type (domestic / overseas), investors’ identification (institution /
individual), name of investor, type of identification document, number of identification document,
securities account number, securities code and quantity of securities, etc. SD&C’s responsibility over
the share register will terminate with immediate effect upon the passing of the share register from
SD&C to CIMC. CIMC should work with relevant judicial authorities to properly handle outstanding
matters relating to judicial freezing on the register.
III. Initial share registration
CIMC will hand over the share register as at B share withdrawal registration provided by SD&C
Shenzhen to Guotai Junan Hong Kong through Guotai Junan.
Upon the request of Guotai Junan, Guotai Junan Hong Kong shall make initial record based on
particulars of CIMC investors’ shareholdings and build an investors’ shareholding database, which will
be used to record information of investors’ securities accounts and balances of shareholdings.
After Guotai Junan Hong Kong has conducted the initial recording of particulars of shareholdings
of domestic investors and domestically trading overseas investors upon the request of Guotai Junan,
such information will be transmitted to SD&C, who will forward the same to the Domestic Securities
Companies.
Section 2: Display of trading information
Guotai Junan Hong Kong is responsible for negotiating with SEHK to obtain authorisation for
the release of real-time trading information of converted CIMC H shares, namely, requesting SEHK to
authorise the forwarding of trading information of converted CIMC H shares to Domestic Securities
Companies by SSSCC free of charge.
8
For details of the data interface and other technical issues relating to the use of trading
information display, please refer to“Change of Place of Listing of the B Shares Listed on the Shenzhen
Stock Exchange to List by way of Introduction and Trade on the Stock Exchange of Hong Kong
Limited - Technical Guide for Domestic Securities Companies” (《深市B股转换上市地以介绍方式
在香港联交所上市及挂牌交易境内证券公司技术指引》) and “Change of Place of Listing of the B
Shares Listed on the Shenzhen Stock Exchange to List by way of Introduction and Trade on the Stock
Exchange of Hong Kong Limited - Technical Interface Standards for Domestic Securities Companies”
(深市B股转换上市地以介绍方式在香港联交所上市及挂牌交易境内证券公司数据接口规范).
Section 3: Trading orders and transaction receipts
I. Trading orders and transaction receipts
Investors trading in converted CIMC H shares through Domestic Securities Companies can only place
“sell” orders but not “purchase” orders.
The trading instruction of the investor will be sent by the Domestic Securities Companies to Guotai
Junan Hong Kong through SSSCC. The transaction receipts will be sent by Guotai Junan Hong Kong
to SSSCC, who will forward the same to the Domestic Securities Companies.
Converted CIMC H shares will be traded in board lots of 100 shares. Volumes of less than 100 shares
will be treated as odd lots.
II. Handling of odd lots
Upon receipt of trading instructions forwarded by SSSCC, Guotai Junan Hong Kong confirms the
shareholding volume and securities account through the database and break down the instructed
volume into board lots and odd lots for separate handling:
(i) The available balance of odd lots held by the investor after a trading instruction has been placed for
the disposal of odd lots in one single transaction will be zero. In other words, all odd lots held by an
investor should be disposed of in one single transaction. The trading instruction for odd lots may be
given independently for execution or consolidated into the trading instruction for board lots;
(ii) If the number of shares under the trading instruction exceeds one board lot, the board lot(s) under
the trading instruction will be transferred to the SEHK. After the transaction of all board lots, the odd
lots will be given assured trading at a trading price equivalent to *90% of the average traded price of
the board lots;
(iii) If the number of shares under the trading instruction is less than one board lot, such shares will be
given assured trading at a trading price equivalent to *90% of the market price;
(iv) All odd lots traded will be reported to the SEHK.
9
III. Confirmation of transaction
Upon the completion of the trading instruction and the receipt by Guotai Junan Hong Kong of a
confirmation from SEHK, Guotai Junan Hong Kong will send the detailed transaction confirmation
documents (excluding tax details) to SD&C Shenzhen through SSSCC before 16:30 of each common
trading day. SD&C Shenzhen will forward the same to the Domestic Securities Companies via
D-COM.
Section 4: Clearing and settlement
I. Settlement hours
Changes in particulars and fund settlement for trading in converted CIMC H shares under
instructions placed through Domestic Securities Companies will be completed on T+2. T is the
common trading day and T+2 will be construed on the basis of SEHK trading days. In the event
that T+2 is not a trading day for SZSE, completion of changes in particulars and fund settlement
will be deferred to the next common trading day.
II. Process flow of settlement
(i) On T day, Guotai Junan Hong Kong will generate documents containing relevant securities
transaction particulars using an agreed interface based on the securities transaction
records of HKSCC to be sent to SD&C Shenzhen before 16:30 each common trading
day.
(ii) SD&C Shenzhen will forward the documents containing relevant securities transaction
particulars based on the codes of the Domestic Securities Companies through D-COM
and the two-way quotation offer system, respectively (please refer to “Change of Place
of Listing of the B Shares Listed on the Shenzhen Stock Exchange to List by way of
Introduction and Trade on the Stock Exchange of Hong Kong Limited - Technical
Interface Standards for Domestic Securities Companies” (深市 B 股转换上市地以介
绍方式在香港联交所上市及挂牌交易境内证券公司数据接口规范) for various
document titles and data interfaces), and the Domestic Securities Companies will update
the book balances of clients’ securities accounts.
(iii) On T+2 morning, Guotai Junan Hong Kong will deposit the full amount payable in HKD
into a domestic bank account designated by China Securities Depositary and Clearing
Corporation Limited, Shenzhen Branch.
(iv) Guotai Junan Hong Kong will send documents containing securities settlement particulars
(including various taxation details) to SD&C Shenzhen on T+2.
(v) Based on documents containing securities settlement particulars sent by Guotai Junan Hong
Kong, SD&C Shenzhen will facilitate transfers between Guotai Junan Hong Kong’s
settlement reserve account and the B share settlement reserve accounts of relevant
domestic securities companies on T+2.
(vi) On T+2, SD&C Shenzhen will forward information such as securities and fund settlement
particulars and shareholding particulars to the domestic securities companies, based on
documents containing securities settlement particulars sent by Guotai Junan Hong Kong,
10
and the Domestic Securities Companies will conduct secondary clearing and settlement
on such basis.
(vii) Data particulars held by investors will be based on the records of Guotai Junan Hong Kong.
Section 5: Change of custodians
The change of custodian referred to in this operations guide means the change of domestic
securities dealers by domestic investors and domestically trading overseas investors in a manner similar
to the change of custodian for Shenzhen B shares, or the application of overseas investors to transfer
relevant shares to overseas securities companies or custodian banks.
Arrangements for the change of custodian by domestic investors may only be made among
Domestic Securities Companies.
Overseas investors may apply to transfer from domestic custodians to overseas custodians or
among different Domestic Securities Companies in respect of the shares held by them.
I. Application for change of domestic custodians
Prior to applying for change to another domestic custodian, investors should open a cash account
with the business department of a securities company and ascertain the code number of that business
department, so as to fill in the application form for the change of custodian.
The operational flow for change of domestic custodians is as follows:
(I) On T day, the investor should bring along his / her identification documents and fill in the
application form for the change of domestic custodians for H shares (Appendix 1) in
person at the business department of the securities company with which he / she maintains
an account;
(II) After the business department of the securities company with which the investor maintains
an account has verified his / her identification documents and application form for change
of custodian, the application will be processed in accordance with the method of change of
custodian applicable to Shenzhen B share trading;
(III) On T+1, investors may enquire the balance of his transferred shares in the corresponding
account open with the business department of the new securities company;
(IV) In the event that the trading system of the securities company with which the investor
maintains an account has not been updated and is not able to process the change of
custodian by way of trade channel, Guotai Junan will (by reference to the process flow for
change of overseas custodians) forward the change of custodian application to Guotai
Junan Hong Kong, who will process the application
11
Following the CIMC B-to-H Conversion, securities companies handling change of custodian for
non-specific offer or overall change of custodian for seats in Shenzhen shares should note the
following:
(I) If the request for change of custodian is non-specific (blanking the stock code) and the
shares concerned include Shenzhen B shares and converted CIMC H shares, SD&C
Shenzhen will only accept the change of custodian in respect of Shenzhen B shares, and
orders for the change of custodian in respect of the converted CIMC H shares will need to
be reissued separately.
(II) If a securities company applies for the custody of the converted CIMC H shares through the
seat resulting from an overall change of custodian, it should first transfer the converted
CIMC H shares elsewhere before applying for an overall change of custodian.
II. Application for change of overseas custodians
Prior to applying for change of overseas custodians, domestically trading overseas investors
should open a securities trading account with a securities company or custodian bank in Hong Kong at
his choice and provide details of such securities account when applying for the change of custodian.
The process flow for change of overseas custodians is as follows
(I) On T day, the investor should bring along his / her identification documents and fill in the
application form for the change of overseas custodians for H shares (Appendix 2) in
person at the business department of the securities company with which he / she maintains
an account;
(II) After the business department of the securities company with which the investor maintains
an account has verified his / her identification documents and change of custodian
application form, the form will be signed under the seal of the business department of the
securities company with which he / she maintains an account and shares of the investor in
relation to the change of custodian will be frozen, while the application for change of
custodian will be submitted to Guotai Junan (please refer to Section 9 in this Chapter for
details of the method of submission);
(III) Guotai Junan will collect all applications for change of overseas custodians from various
Domestic Securities Companies and forward to Guotai Junan Hong Kong for processing.
The change of overseas custodian cannot be processed in the same manner as in the change of
custodian for B share trading channel.
III. Processing of change of custodian
12
(i) Upon receipt of the order for change of domestic custodians forwarded by SSSCC or
applications for change of custodian forwarded by Guotai Junan, Guotai Junan Hong
Kong will forthwith put on hold shares concerned in the database and carry out account
reconciliation at the end of the day. Particulars of changes in stocks (such as the changed
domestic securities company code and the business department code) will be delivered
to SD&C Shenzhen in the form of a document for non-trade-related settlement details.
(ii) Upon receipt of the document for non-trade-related settlement details forwarded by
China Securities Depositary and Clearing Corporation Limited, Shenzhen Branch, the
securities company who will become the new domestic custodian in the change should
adjust the balance of securities in the investor’s account shown in the book registration.
The investor may enquire the balance of his / her transferred shares or give sell
instructions through the new securities company on the next trading day.
IV. Cancellation and adjustment of change of custodian
(i) The change of custodian may be cancelled on the same day of its application. The
investor and the business department of the securities company with which the account
is maintained by opened should endorse such cancellation by signing under the hand or
seal on the original application form for change of custodian. The process for
cancellation of application is identical with that for the application of change of
custodian, and the timing will be in compliance with the timing requirements for the
application for change of custodian;
(ii) Where errors are identified after a domestic custodian is changed, the investors should
fill in the application form for adjustments of errors in the change of custodian
(Appendix 3) by reference to the process flow for change of overseas custodians, and
the matter will be forwarded by Guotai Junan to Guotai Junan Hong Kong, who will
carry out the reconciliation.
No adjustment may be applied for after the completion of change of overseas
custodians.
V. Time for application for change of custodian
The time for application for change of custodian for trade channel is the same as the time for trade
instruction. The time for application for change of custodian for non-trade-related offers is as follows:
(I) An investor should submit his / her application for change of custodian or cancellation of
such application to the business department the securities company with which he / she
maintains an account before 11 am on each common trading day of SEHK and SZSE;
13
(II) Domestic Securities Companies should submit their applications for change of custodian or
cancellations of such applications to Guotai Junan before 2 pm on each common trading
day of SEHK and SZSE;
(III) Guotai Junan should forward the applications for change of custodian or cancellations of
such applications to Guotai Junan Hong Kong before 3 pm on each common trading day of
SEHK and SZSE.
VI. Fees for change of custodian
The change of domestic custodians is free of charge.
The change of overseas custodians is subject to a handling fee of HK$50 / per application +
0.002% of the aggregate closing value of the previous trading day (subject to a minimum charge of
HK$2), to be charged by Guotai Junan Hong Kong to the receiving securities dealers via CCASS on a
delivery-versus-payment (DVP) basis. An overseas investor who submits an application for change of
overseas custodian to a domestic securities company with which he / she maintains an account is not
subject to any fees or charges. Whether an overseas investor is required to pay such fee to the overseas
receiving securities dealer will depend on the requirements of such overseas receiving securities dealer.
In the case of Guotai Junan Hong Kong as the overseas receiving securities dealer, the fee for change of
overseas custodian is waived.
Section 6: Change of securities account information
Changes in information of the securities accounts of domestic investors and domestically trading
overseas investors should be processed in accordance with regulations pertinent to B share securities
accounts. SD&C Shenzhen will generate documents containing particulars of account information
changes based on the changes and send the same to Guotai Junan Hong Kong at the end of the day.
Guotai Junan Hong Kong should adjust the relevant securities account information in the database
based on the document.
During daytime on the date of the successful change of Shenzhen B share securities account
number (currently covering issue of new number in replacement of loss only), if the investor places
trading instructions in respect of converted CIMC H shares, Guotai Junan Hong Kong will treat it as an
invalid instruction as the relevant securities account number in the database has not yet been changed.
If the investor has given a trade instruction during the day and the trade has been concluded before
the change of the securities account number, SD&C Shenzhen will replace the original securities
account number with the new number in the account reconciliation data and send the same to Guotai
Junan Hong Kong.
Section 7: Other non-trade-related operations
14
Non-trade-related transfer operations relating to converted CIMC H shares such as property
inheritance, estate inheritance, property segregation and judicial judgement, etc, and non-trade-related
operations such as judicial freezing and judicial seizure, etc, will be handled in accordance with legal
means prevailing in the PRC and overseas. After completion of due legal processes, the operation will
be conducted according to the process flow as follows:
(i) The owner applies to the business department of the securities company with which the account to
be transferred from is maintained for a non-trade-related transfer and submit relevant
documentary proof;
(ii) After verification by the business department of the securities company with which the account to
be transferred from is maintained, the application for non-trade-related transfers and the
relevant documentary proof will be submitted to Guotai Junan (for details of the method of
submission please refer to Section 9 of this Chapter), who will forward the same to Guotai
Junan Hong Kong ；
(iii) Guotai Junan Hong Kong will inspect the documents as to whether they are in compliance with
the conditions for acceptance and will complete the operation of the non-trade-related transfer;
(iv) SD&C Shenzhen will forward the changed data in shareholding particulars to the securities
companies based on the relevant documents containing non-trade-related particulars sent by
Guotai Junan Hong Kong.
Securities pledge and judicial freezing will be conducted by reference to the aforesaid process
flow, to be forwarded by Guotai Junan to Guotai Junan Hong Kong for handling. Guotai Junan Hong
Kong will handle and carry out frontline monitoring in respect of securities disposal, while SD&C
Shenzhen will not be involved.
As such operations will involve cross-border activities on complex business details, the securities
companies with which accounts are maintained may recommend investors and owners concerned to
consider, wherever possible, selling the shares to cash in first before conducting transfers, when
non-trade-related transfers are involved.
Section 8: Bonus and dividend distribution and general meetings
I. Shares arising from capitalisation of capital reserves and bonus shares
Guotai Junan Hong Kong will distribute the bonus shares on the distribution date according to
investors’ shareholdings as at the record date and will update records in the investor database
accordingly. The relevant updated records will be incorporated into the documents containing
particulars of non-trade-related settlement of the day, which will be sent to SD&C Shenzhen。
If the distribution date is not a SZSE trading day, the distribution will be deferred to the
immediately following common trading day.
Guotai Junan Hong Kong has agreed to waive the handling charge for the distribution of bonus
shares.
15
II. Dividend distribution
Guotai Junan Hong Kong will carry out dividend distribution on the distribution date according
to investors’ shareholdings as at the record date, deposit funds into the domestic bank account
designated by SD&C Shenzhen in a timely manner after deducting relevant charges, and issue fund
settlement orders on the same date.
III. Timing for the deposit of bonus and dividend distributions
There might be a relatively long gap between the deposit date for bonus shares and dividends in
respect of converted CIMC H shares and the record date. Securities companies are asked to handle
properly related issues such as the cancellation of securities accounts or cash accounts by investors
prior to the deposit of bonus shares and dividends.
IV. General meeting
Domestic Securities Companies should consult the investors as to their intentions after the record
date for CIMC equity interests, collect notices to general meetings (Appendix 4) filled in by investors
and submit the same to Guotai Junan (please refer to Section 9 of this Chapter for details of method for
submission). Upon receipt, Guotai Junan will forward the same to Guotai Junan Hong Kong, who will
process registration with Hong Kong Securities Clearing Company.
The notice to general meetings will comprise two parts: A and B:
If investors wish to attend the general meeting in person or by proxy, they must fill up Part A of
the notice to general meetings. Investors or their proxies will only be qualified to attend the general
meeting after confirmation upon input of their information into CCASS. On the day the general
meeting is held, the attendee should produce his / her investor identification and similar documents.
Proxies attending on behalf of others should produce their proxy forms. Prior to admission to the
general meeting, the identifications and proxy forms shown by attendees will be verified against
information confirmed by CCASS.
By filling up Part B instead, investors are indicating that they will not attend the general meeting
in person, but will appoint Guotai Junan Hong Kong to take an electronic vote on their behalf.
Domestic investors and domestically trading overseas investors who wish to take an electronic vote
may only do so by filling up Part B of the notice to general meetings and appointing Guotai Junan
Hong Kong to act on their behalf.
Section 9: Method for submitting business applications to Guotai Junan
I. Scope of business to be accepted by Guotai Junan
As the nominal holder of converted CMIC H shares, Guotai Junan will accept the following
business applications submitted by domestic securities companies and forward the same to Guotai
Junan Hong Kong:
16
1. CSRC-approved domestic or overseas change of custodians initiated by domestic securities
companies which have not changed their trading systems;
2. Overseas change of custodian;
3. Non-trade-related business;
4. Attendance and voting at the general meeting.
II. Process flow for the submission of business application
1. Domestic securities companies should enter into a CIMC B-to-H Conversion Cooperation
Agreement (the “Cooperation Agreement”) with Guotai Junan prior to submitting their business
applications. Guotai Junan will not accept any business applications initiated by domestic securities
companies prior to the official signing of such Cooperation Agreement.
2. Domestic securities companies shall send their business applications in a fixed format via
e-mails to an e-mail address designated by Guotai Junan through the e-mail addresses assigned in the
Cooperation Agreement.
3. Guotai Junan will forward the e-mails to Guotai Junan Hong Kong for processing of the
business.
III. Essential components in the submission of business applications
1. Assigned e-mail addresses for the submission of business applications
Domestic securities companies should state in the Cooperation Agreement their assigned e-mail
addresses reserved for the submission of business applications. Normally, a securities company can
only assign one e-mail addresses for the submission of business applications. Domestic securities
companies should manage their designated e-mail addresses properly. All e-mails sent from such
designated e-mail addresses will be deemed as business applications submitted by Domestic securities
companies to Guotai Junan.
The e-mail address designated by Guotai Junan for receiving business applications is
landmark-request@gtjas.com. The contact telephone number for accepting business is 021-38675890
and the facsimile number is 021-38675690.
2. Fixed format for business application
When submitting business applications to Guotai Junan, domestic securities companies should
17
send e-mails to the e-mail address designated by Guotai Junan for receiving business applications
through e-mail addresses assigned in the Cooperation Agreement. Business applications should be
submitted in this manner. The format requirements are as follows:
(1) E-mail format
Recipient: landmark-request@gtjas.com
Subject line: Date + Name of securities company + batch number of the business application
Text: type of business under the current batch, number of attachments, record numbers of
individual attachments, contact person and contact method for the business application, and
other information.
Mail attachments: DBF data document for business application
(2) Template of DBF data document for business application
Business applications should be prepared as a DBF database format document in accordance with
the following template:
Document name: Submission date + Acronym of securities company + business application type
+ batch number of application
Example: An attachment for the first batch of application for custodian change submitted by
Guosen Securities on 21 December 2012 should be named as: 20121221 国信转托管 01.
(3) Data structure: For details please refer to “Appendix 5 – DBF Data Format for Business
Application by Domestic Securities Companies to Guotai Junan.”
3. Timing for submission of business applications
Domestic securities companies should send their business application e-mails before 2 p.m. on
each common trading days of SEHK and SZSE.
4. Checking results of business applications
After domestic securities companies have sent their business application e-mails, they may
confirm the receipt of the e-mails by calling the contact telephone number of Guotai Junan for
accepting business.
Results of the business applications will not be notified immediately. Whether or not a business
application is successful may be confirmed by checking the document of changes in non-trade-related
particulars to be received at the end of the same day.
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Chapter 3 - Operational Guide for Investors
Following the CIMC B-to-H Conversion, investors should continue to operate through the
business departments of the securities companies with which they maintain their accounts in handling
related matters, and the method of operation for principal businesses will remain basically unchanged
from that for B share trading in the past. For details please consult the securities companies concerned.
To ensure smooth transaction in the future after CIMC B-to-H Conversion, investors should at
least do the following:
(1) Confirm with the securities companies with which they maintain their accounts whether their
trading system will be converted and upgraded, as only securities companies who have
implemented and completed the conversion and upgrade of their trading systems can
provide real-time trading information of converted CIMC H shares and accept trading
instructions in the future. If such securities companies have confirmed that they will not
convert and upgrade their trading systems, investors may elect to sell their CIMC B
shares by the close of the last trading day for CIMC B shares, or exercise their cash
options, or they may change the custodian and place their CIMC B shares with a
securities company that has completed the conversion and upgrade of their trading
systems.
(2) Confirm which type of investors they are and, in case of domestic investors or domestically
trading overseas investors, fully inform themselves the trading restrictions and differences
they will face in the future.
(3) Confirm with the securities companies with which they maintain their accounts which types
of services will be supported for converted CIMC H shares.
(4) Fully inform themselves of the differences between B shares and H shares in trading rules.
(5) The stock code and name of H shares after conversion by CIMC were referred to as
“299901” and “中集 H 代”, respectively, for domestic trade instructions.
(6) Continue to monitor related announcements of CIMC to inform themselves of the progress
of CIMC B-to-H Conversion.
(7) Consult the securities companies with which they maintain their accounts for the actual
manner in which CIMC B-to-H Conversion will be operated.
Section1: Placing trade orders
Special reminder:
1. Domestic investors and domestically trading overseas investors who hold converted CIMC
H shares as a result of having neither sold their CIMC B shares nor validly exercised
their cash options by the last trading day for CIMC B shares may only either continue
to hold or sell such converted CIMC H shares, but may not buy further converted
CIMC H shares.
2. Overseas investors who hold converted CIMC H shares as a result of having neither sold
their CIMC B shares nor validly exercised their cash options by the last trading day for
CIMC B shares may change the custodianship of their converted CIMC H shares to
19
Guotai Junan Hong Kong or other overseas brokers and continue to hold, buy or sell
converted CIMC H shares via overseas trading channels through an independent H
share account opened with Guotai Junan Hong Kong or other overseas brokers.
3. After the completion of the clearing and settlement of cash options in respect of CIMC
B-to-H Conversion, domestic investors not holding any converted CIMC H shares
shall not be entitled to trade in converted CIMC H shares.
I. Manner of instruction
The manner of instruction will remain basically unchanged, which will be the method of
investment instruction registered by the investor with the business department of the original securities
company with which he / she is maintaining an account. If the investor has registered for online trading
instruction, he / she may also place trading instructions for converted CIMC H shares through online
trading. However, the extent of conversion varies among different securities companies. Aside from
counter instructions and online instructions, investors should consult the securities companies with
which their accounts are maintained to confirm whether other instructions methods such as on-site
self-service terminals of the business department support converted CIMC H shares.
II. Real-time trading information
An investor may obtain real-time trading information and notices of trading suspension / resumption in
respect of the converted CIMC H shares via the existing channels and means for the display of trading
information provided by the securities company with which he / she maintains an account, such as
on-site self-service terminals at the business department and online trading customer terminals, etc.
III. Principal trading rules
The stock code and name of H shares after conversion by CIMC were referred to as “299901” and
“中集 H 代”, respectively, for domestic trade instructions which were basically the same as that for
Shenzhen B shares.
Unless otherwise noted, the following trading rules are applicable to all domestic investors and
domestically trading overseas investors.
(I) Price movement limits
There are no daily price movement limits for H share.
(II) Day trade system
The H share day trade system operates on a T+0 basis, namely one can buy and sell on the same
day for unlimited times. Short-selling of designated stocks (such as certain large-cap blue-chip stocks)
is also allowed.
As domestic investors and domestically trading overseas investors may only continue to hold or
sell converted CIMC H shares, they may not conduct any day trade. Only non-domestically trading
overseas investors may conduct day trade in accordance with this rule.
(III) Minimum price fluctuation
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H shares are not traded on uniform ranges of price fluctuation. Different minimum price
fluctuation ranges apply to different stocks depending on the range of their listing prices, as indicated
in the following table:
Table of Minimum Price Fluctuations of H Shares
Unit: HKD
Range of Stock Price Minimum Fluctuation
0.01-0.25 0.001
0.25-0.5 0.005
0.5-10 0.01
10-20 0.02
20-100 0.05
100-200 0.1
200-500 0.2
500-1000 0.5
1000-2000 1
2000-5000 2
5000-9995 5
(IV) Valid price range for sell transaction orders
The prices instructed for H share transaction orders cannot exceed ranges acceptable by the SEHK,
otherwise the transaction order will be automatically cancelled.
The valid price range of H share sell order is the valid range of instructed transaction prices
determined according to the price of minimum fluctuation on the basis of the prevailing traded price.
The lowest valid price for a sell order should be the prevailing traded price minus 10 minimum
fluctuation price intervals, and the highest valid price for a sell order should be the prevailing traded
price plus 100 minimum fluctuation price intervals. If the instructed sell price falls between the
prevailing traded price and the lowest valid instructed price, the order will be transacted immediately;
if the instructed sell price is higher than the prevailing traded price but lower than the highest valid
price, the order will be put into the queue for transaction.
Example:
If the prevailing traded price for an H share counter is 8.00, the current valid price range of sell orders
for this H share counter would be:
7.9-9.00, and sell orders with an instructed price between 7.9-8.00 will be immediately taken,
while those with instructed prices between 8.01-9.00 will be put into the queue.
(Note: the above description is extracted from the trading rules of the SEHK regarding price ranges.
For details please refer to the website of the SEHK.)
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(V) Trading hours and the processing of trading orders for converted CIMC H shares
The trading hours for non-domestically trade overseas investors are identical with the H share
trading hours, namely 9:00-16:00 on trading days of SEHK. Specifically, they include the following
bands:
1. 9:00-9:30: the pre-opening session;
2. 9:30-12:00: the morning session;
3. 12:00-13:00: the extended morning session;
4. 13:00-16:00: the afternoon session.
There are no afternoon sessions or extended morning sessions on Christmas Eve, New Year Eve
and Chinese New Year Eve.
The trading hours for domestic investors and domestically trading overseas investors
are9:15-15:00 on common trading days of SEHK and SZSE. During the aforesaid time bands, trading
orders of domestic investors and domestically trading overseas investors will be handled in the
following order:
1. 9:15-9:30: Sell orders may be input, revised or cancelled. No transaction receipts will be issued
during this period. The trading order will be stored in the trading system of domestic securities
companies, who will send all stored orders to Guotai Junan Hong Kong at 9:30 and forward to HKEX;
2. 9:30-11:30 Sell orders may be input and transaction receipts will be issued. Pending orders can be
cancelled;
3. 11:30-13:00 Orders placed between 9:15 and 11:30 which have not been cancelled will received
transaction receipts. Sell orders may be input, revised or cancelled. The trading order will be stored in
the trading system of domestic securities companies, who will send all stored orders to Guotai Junan
Hong Kong at 13:00 and forward to HKEX
4. 13:00-15:00 Sell orders may be input and transaction receipts will be issued. Pending orders can be
cancelled;
5. 15:00-16:00 No new orders may be submitted, nor may pending orders be cancelled. Sell orders
given during the day and not cancelled will remain valid and transaction receipts may still be received.
(VI) Collective at-auction mechanism
A further breakdown of the pre-opening session for H shares (9:00-9:30) into four bands is set out
as follows:
1. Input of buy / sell orders (9:00-9:15): auction orders may be entered into the system and may
also be revised or cancelled. If the revision involves only a decrease in the number of shares
bought or sold, the waiting time and sequence for order matching will not be affected. However,
22
if the revision involves a change in prices or an increase in the number of shares bought or sold,
the original waiting time and sequence for order matching will no longer be valid;
2. Pre-matching period (9:15-9:20): bidding prices may be input into the system but no buy / sell
orders may be revised or cancelled.
3. Matching period (9:20-9:28): the automatic matching of auction orders must be conducted in
accordance with Rule 517 (1) (a). During this period, no buy / sell orders may be input into,
revised or cancelled in the system. All trades entered into during the matching period in
accordance with methods stipulated in Rule 517 (1) (a) of the Rules of the Exchange of SEHK
pertaining to H shares will be deemed as trades entered into at the start of the matching period.
4. Time-out period (9:28-9:30): The system will be in a standstill condition to transit from the
pre-trading session to the continuous trading session. During this period, no buy / sell orders
may be input, revised or cancelled.
After the CIMC B-to-H Conversion, the aforesaid collective at-auction mechanism will only apply to
non-domestically trading overseas investors, while domestic investors and domestically trading
overseas investors may only place limit orders (starting from 9:15) but not at-auction orders.
(VII) Types of buy / sell orders
1. At-auction limit orders
At-auction limit orders are buy or sell orders with designated prices placed by investors during the buy
/ sell order input period during the pre-opening session.
During the matching period, if the specified price of a buy order is equal to or higher than the
indicative equilibrium price (IEP), or if the specified price of a sell order is equal to or lower than the
IEP, automatic matching of the at-auction limit order will be executed at the IEP calculated will be at
the end of the pre-order matching period.
2. At-auction orders
An at-auction order is a buy order or a sell order with no specified price input during the order
input period or pre-order matching period of the pre-opening session for automatic order matching by
the investor.
The automatic order matching of an at-auction order is conducted during the order matching
period at the IEP calculated at the end of the pre-order matching period.
After the CIMC B-to-H Conversion, only non-domestically trading overseas investors may place
at-auction orders, while domestic investors and domestically trading overseas investors will not be able
to place at-auction orders.
3. Auction orders
Auction orders comprise at-auction orders and at-auction limit orders (as the case may be).
(VIII) Odd lots
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Stocks are traded at SEHK in one board lot or more, while stocks in quantity less than one board
lot are treated as odd lots. However, at SEHK the size of one board lot varies from counter to counter,
as SEHK stipulates that each single transaction in securities should typically carry an amount of not
less than HK$2,000, and each listed company may determine the size of the board lot of its shares
based on its own conditions. Investors who wish to dispose of odd lots will have to do so at prices
slightly lower than market rates to institutions specialised in the acquisition of odd lot shares. The
transaction price typically represents 85%-90% of the market rate.
The available balance of odd lots held by the investor after a trading instruction has been placed
for the disposal of odd lots in one single transaction will be zero. In other words, all odd lots held by an
investor should be disposed of in one single transaction. The trading instruction for odd lots may be
given independently for execution or consolidated into the trading instruction for board lots.
After the CIMC B-to-H Conversion, the transaction price for the future odd lots of investors
trading via the trading systems of domestics securities companies will be based on a discounted price
pledged by Guotai Junan Hong Kong (90% of the averaged traded price or market price for board lots),
namely: if the number of shares under the trading instruction exceeds one board lot, after all board lots
have been traded, the odd lots will be given assured trading at a trading price equivalent to *90% of the
average traded price of the board lots. If the number of shares under the trading instruction is less than
one board lot, such shares will be given assured trading at a trading price equivalent to *90% of the
prevailing market price.
The minimum volume of converted CIMC H shares to be placed in one single trading instruction
is 100 shares, quantities of less than 100 shares are treated as odd lots. Prior to the last trading day for
CIMC B shares, investors may buy additional shares to consolidate odd lots into one board lot or sell to
eliminate odd lots and keep board lots.
IV. Transaction costs
Apart from transaction costs normally required to be paid in H share transactions, domestic
investors and domestically trading overseas investors are also required to pay commissions arising
from trading via trading systems of domestic securities companies with which accounts are maintained.
The rate of such commission is usually identical with the rate payable by investors when they carry out
B share trades at the securities companies with which their accounts are maintained.
Type of investors
Trading fee Rate Domestically Non-domestically
Domestic
trading overseas trading overseas
investors
investors investors
Commission
payable to
Same as the original
domestic
Shenzhen B share √ ×
securities
commission
companies with
which accounts
24
are maintained
0.10% (Hong Kong
H share trading
H share trading
commission payable √ √
commission
to Guotai Junan Hong
Kong)
H share trading
0.005% √ √
fee
H share
0.003% √ √
transaction levy
H share
0.1% of the
transaction stamp √ √
transaction amount
duty
0.002% of the total
value of each trade at
SEHK, the buyer and
H share seller each subject to
√ √
settlement fee minimum and
maximum fees
payable of $2 and
$100, respectively
Section 2: Transfer of funds
I. Timing for fund settlement
Changes in particulars and fund settlement for trading in converted CIMC H shares under
instructions placed through Domestic Securities Companies will be completed on T+2. T day is the
common trading day and T+2 will be construed on the basis of SEHK trading days. In the event that
T+2 is not a trading day for SZSE, completion of changes in particulars and fund settlement will be
deferred to the next common trading day.
Furthermore, as the record of changes in investors’ shareholdings will not be delivered to SD&C
Shenzhen until the end of the trading day, any shareholding record updates relating to distributions of
bonus shares effected during the day will only be available for inspection and selling through the
system on the next working day.
II. Bonus shares and dividends
Investors holding converted CIMC H shares on the record date for equity interests will have
capitalisation shares and bonus shares automatically deposited into their accounts, and they will not be
required to go through any procedures. Guotai Junan Hong Kong has agreed to waive the handling
charge for the distribution of bonus shares.
Investors holding converted CIMC H shares on the record date for equity interests will have
25
dividends in respect of converted CIMC H shares automatically deposited into their accounts after
deduction of relevant charges by Guotai Junan Hong Kong, and they will not be required to go through
any procedures.
CIMC will withhold and pay a 10% tax on behalf of domestically trading overseas individual
investors out of their entitlements to CIMC dividend distributions in accordance with PRC tax laws,and
the balance of the entitlement amounts will be remitted into the PRC.
Apart from a 10% enterprise income tax withheld and paid by CIMC on behalf of domestic
investors out of their entitlements to CIMC dividend distributions in accordance with PRC tax laws, the
balance of the entitlement amounts may further be subject to a 10% personal income tax upon
remittance into the PRC.
The tax liabilities concerned will be undertaken by the responsible party for withholding and
payment stipulated by the law.
There might be a relatively long gap between the deposit date for bonus shares and dividends in
respect of converted CIMC H shares and the record date. Investors are reminded not to cancel their
securities accounts before the bonus shares are deposited and not to cancel their securities account and
cash account before dividends are deposited.
III. Transfer of funds
The manner of fund transfers will remain unchanged, namely in the same way fund transfers for
Shenzhen B shares are currently being processed by the business departments of securities companies
with which accounts are maintained.
Section 3: Enquiry services
After the CIMC B-to-H Conversion, the manner in which investors enquire about the stock and
cash balances of their accounts will remain unchanged, namely in the same way it is currently being
operated by the business departments of securities companies with which accounts are maintained.
In addition, investors may also access information disclosure in respect of converted CIMC H
shares from the website of HKEx (http://www.hkex.com.hk).
Section 4: Change of account information
The manner in which information of investors’ accounts may be revised will remain unchanged,
namely in the same way it is currently being operated by the business departments of securities
companies with which accounts are maintained.
Section 5: General Meetings
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After the CIMC B-to-H Conversion, domestic investors and domestically trading overseas
investors will not be able to submit through online voting their voting instructions for matters tabled at
general meetings. They may only do so in writing by completing notices of the general meeting. In
practice:
1. After the record date for CIMC equity interests, intentions regarding the general meeting
should be submitted to the securities companies with which accounts are maintained
and notices of the general meetings should be completed in writing and delivered to
the securities companies with which accounts are maintained, who will submit the
same to Guotai Junan to be forwarded to Guotai Junan Hong Kong. Guotai Junan
Hong Kong will process registration with Hong Kong Securities Clearing Company.
2. If investors wish to attend the general meeting in person or by proxy, they must complete the
section of the notice to the general meeting headed “Attendance in Person.” Investors
or their proxies will only be qualified to attend the general meeting after confirmation
upon input of their information into CCASS. On the day the general meeting is held,
the attendee should produce his / her investor identification or similar documents.
Proxies attending on behalf of others should produce their proxy forms. Prior to
admission to the general meeting, the identifications and proxy forms shown by
attendees will be verified against information confirmed by CCASS.
3. If investors who are not able to attend the general meeting in person wish to submit their
voting instructions, they must complete the section of the notice to the general meeting
headed “Appointment of Guotai Junan as Proxy” to appoint Guotai Junan Kong to
process an electronic vote on their behalf.
Section 6: Other non-trade-related operations
Non-trade-related transfer operations relating to converted CIMC H shares such as property
inheritance, estate inheritance, property segregation and judicial judgement, etc, and non-trade-related
operations such as judicial freezing and judicial seizure, etc, will be handled in accordance with legal
means prevailing in the PRC and overseas. As such operations will involve cross-border activities on
complex business details, investors and owners concerned are advised to consider, wherever possible,
selling the shares to cash in first before conducting transfers, when non-trade-related transfers are
involved.
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Chapter 4 – Investors’ Operation Q&A
1. How do investors assure smooth transaction of converted CIMC H shares?
To ensure smooth transaction in the future after CIMC B-to-H Conversion, investors should at
least do the following:
(1) Confirm with the securities companies with which they maintain their accounts
whether their trading system will be converted and upgraded, as only securities
companies who have implemented and completed the conversion and upgrade
of their trading systems can provide real-time trading information of converted
CIMC H shares and accept trading instructions in the future. If such securities
companies have confirmed that they will not convert and upgrade their trading
systems, investors may elect to sell their CIMC B shares by the close of the last
trading day for CIMC B shares, or conduct valid exercises of their cash options,
or they may change the custodian and place their CIMC B shares with a
securities company that has completed the conversion and upgrade of their
trading systems.
(2) Confirm which type of investors they are and, in case of domestic investors or
domestically trading overseas investors, fully inform themselves the trading
restrictions and differences they will face in the future.
(3) Confirm to with the securities companies with which they maintain their accounts
which types of services will be supported for converted CIMC H shares.
(4) Fully inform themselves of the differences between B shares and H shares in
trading rules.
(5) The stock code and name of H shares after conversion by CIMC were referred to
as “299901” and “中集 H 代”, respectively, for domestic trade instructions.
(6) Continue to monitor related announcements of CIMC Group to inform themselves
of the progress of CIMC B-to-H Conversion.
(7) Consult the securities companies with which they maintain their accounts for the
actual manner in which CIMC B-to-H Conversion will be operated.
2. What are the differences between domestic investors and overseas investors?
Domestic investors are PRC resident investors whose addresses are located within the PRC and
who trade through the trading systems of domestic securities companies.
There are two types of overseas investors: the first type comprises those investors with a legal
overseas identity who have not directly opened H share accounts with overseas securities companies
and will continue trade via the trading systems of domestic securities companies; the other type
comprises investors with a legal overseas identity who have opened independent H share accounts with
Guotai Junan Hong Kong or other overseas brokers and transferred the custodianship for their
converted CIMC H shares to such accounts, and are trading through overseas securities companies.
After the completion of the clearing and settlement of cash options in respect of CIMC B-to-H
28
Conversion, domestic investors not holding any converted CIMC H shares shall not be entitled to trade
in converted CIMC H shares.
Domestic investors and domestically trading overseas investors who hold converted CIMC H
shares as a result of having neither sold their CIMC B shares nor validly exercised their cash options by
the last trading day for CIMC B shares may only either continue to hold or sell such converted CIMC
H shares, but may not buy further converted CIMC H shares.
Overseas investors who hold converted CIMC H shares as a result of having neither sold their
CIMC B shares nor validly exercised their cash options by the last trading day for CIMC B shares may
change the custodianship of their converted CIMC H shares to Guotai Junan Hong Kong or other
overseas brokers and continue to hold, buy or sell converted CIMC H shares via overseas trading
channels through an independent H share account opened with Guotai Junan Hong Kong or other
overseas brokers.
Comparison among domestic investors, domestically trading overseas investors and
non-domestically trading overseas investors indicates certain trading restrictions and differences. For
details of principal restrictions and differences please refer to set out in the “Comparison of trading
restrictions and differences between domestic investors and domestically-trading overseas investors” in
page 5 of this Guide.
3. After CIMC B-to-H Conversion, to whom should investors direct their business applications? Will
there be any change to the manner of business operation? Who will be responsible for investors’
services such as business consultation and the handling of complaints?
After CIMC B-to-H Conversion, if the securities company with which an investor maintains his /
her account has completed the conversion and upgrade of its trading system, the investor will continue
to do business with the business department of the original securities company with which he / she
maintaining an account.
The manner in which investors may enquire about the stock and cash balances of their accounts
will remain unchanged, namely in the same way it is currently being operated by the business
departments of securities companies with which accounts are maintained. The manner in which
investors may change their account information will remain unchanged, namely in the same way
change in account information is currently being processed by the business departments of securities
companies with which accounts are maintained.
The legal relationship between the investor and the original securities company with which he /
she maintains an account will remain unchanged. The securities company with which the investor
maintains an account will continue to be responsible for investors’ services such as business
consultation and the handling of complaints.
4. After CIMC B-to-H Conversion, can investors obtain real-time trading information of converted
CIMC H shares?
29
If the securities company with which an investor maintains his / her account has completed the
conversion and upgrade of its trading system, the investor may obtain real-time trading information and
notices of trading suspension / resumption in respect of the converted CIMC H shares via the existing
channels and means for the display of trading information provided by the securities company with
which he / she maintains an account, such as on-site self-service terminals at the business department
and online trading customer terminals, etc.
5. After CIMC B-to-H Conversion, what channels are there for domestic investors (including
domestically trading overseas investors) to sell their holdings of converted CIMC H shares?
If the securities company with which an investor is maintaining his / her account has completed
the conversion and upgrade of its trading system, the manner of investment instruction will remain
basically unchanged, which will be the method of investment instruction registered by the investor with
the business department of the original securities company with which he / she is maintaining an
account. If the investor has registered for online trading instruction, he / she may also place trading
instructions for converted CIMC H shares through online trading. However, the extent of conversion
varies among different securities companies. Aside from counter instructions and online instructions,
investors should consult the securities companies with which their accounts are maintained to confirm
whether other instructions methods such as on-site self-service terminals of the business department
support converted CIMC H shares.
If the trading system of the securities company with which an investor maintains his / her account
has not been converted or upgraded, the investor may change the custodian of his / her shares to a
securities company that has completed the conversion and upgrade of its trading system and place
trading instructions via means supported by such securities company.
6. What are odd lots?
Stocks are traded at SEHK in one board lot or more, while stocks in quantity less than one board
lot are treated as odd lots. However, at SEHK the size of one board lot varies from counter to counter,
as SEHK stipulates that each single transaction in securities should typically carry an amount of not
less than HK$2,000, and each listed company may determine the size of the board lot of its shares
based on its own conditions. Investors who wish to dispose of odd lots will have to do so at prices
slightly lower than market rates to institutions specialised in the acquisition of odd lot shares. The
transaction price typically represents 85%-90% of the market rate. As pledged by Guotai Junan Hong
Kong, the transaction price for odd lots of domestic investors (including domestically trading overseas
investors) will be 90% of the averaged traded price or market price for board lots, namely: if the
number of shares under the trading instruction exceeds one board lot, after all board lots have been
traded, the odd lots will be given assured trading at a trading price equivalent to *90% of the average
traded price of the board lots. If the number of shares under the trading instruction is less than one
board lot, such shares will be given assured trading at a trading price equivalent to *90% of the
prevailing market price.
The minimum volume of converted CIMC H shares to be placed in one single trading instruction
is 100 shares, quantities of less than 100 shares are treated as odd lots. Prior to the last trading day for
30
CIMC B shares, investors may consolidate odd lots into board lots through trading or exercising
partially their cash option.
All odd lots held by an investor should be disposed of in one single transaction. The trading
instruction for odd lots may be given independently for execution or consolidated into the trading
instruction for board lots. For example: if the board lot for a certain H share counter is 100 shares and
an investor holds 120 shares, then 20 shares are treated as odd lots. If the investor gives separate
instructions to sell 10 shares or 110 shares, the trading orders will be rejected on grounds of “invalid
volume.” The valid volume should be either 100 shares, 120 shares or 20 shares.
7. After CIMC B-to-H Conversion, what changes will there be in terms of trading fees?
Apart from transaction costs normally required to be paid in H share transactions, domestic investors
and domestically trading overseas investors are also required to pay commissions arising from trading
via trading systems of domestic securities companies with which they are maintaining accounts.
Assuming no adjustments, the rate of such commission should be identical with the rate payable by
investors when they carry out B share trades at the securities companies with which their accounts are
maintained.
8. After CIMC B-to-H Conversion, when will funds be deposited after disposal of shares? Is there any
change in the manner of transfer?
The settlement of converted CIMC H shares will be completed on T+2. T day is the common
trading day for SZSE and SEHK and T+2 will be construed on the basis of SEHK trading days. In the
event that T+2 is not a trading day for SZSE, fund settlement will be deferred to the next common
trading day. Different securities companies may have different arrangements for the timing of fund
readiness or availability. Normally, funds will be available for drawdown on T+3. For exact details,
please consult and confirm with the securities company with which you are maintaining an account.
The manner of fund transfers will remain unchanged, namely in the same way fund transfers for
Shenzhen B shares are currently being processed by the business departments of securities companies
with which accounts are maintained.
9. Can custodianship be changed in respect of converted CIMC H shares?
Custodianship can be changed in respect of converted CIMC H shares. In particular:
Domestic investors and domestically trading overseas investors may change custodians among
different Domestic Securities Companies.
Domestically trading overseas investors may also execute a change of/to overseas custodian,
namely changing their custodians from domestic securities companies to overseas securities companies.
Domestic investors are not allowed to seek change of/to overseas custodian.
An investor who wishes to apply for change of domestic custodians should first open a cash
account with the business department of the new securities company and confirm the number of the
code number of the business department of the new securities company. The investor applying for
31
change of custodian should bring along his / her identification documents to the business department of
the securities company with which he / she is maintaining an account and complete the Application
Form for Change of Domestic Custodians for H Shares.
Prior to applying for change of/to overseas custodians, investors should open a securities trading
account with a securities company or custodian bank in Hong Kong at his / her choice. The investor
applying for change of custodian should bring along his / her identification documents to the business
department of the securities company with which he / she is maintaining an account and complete the
Application Form for Change of Overseas Custodians for H Shares.
10. Is there any time limit for the application of change of custodian?
The timing for application of change of domestic custodian by way of trade channel via securities
companies that have completed technological conversion and upgrade of their trading systems is the
same as the timing for trade instructions.
The change of overseas custodian may only be conducted through non-trade channel. The change
of domestic custodian that have not completed technological conversion and upgrade of their trading
systems may only be conducted by way of non-trade channel. Investors should submit their
applications for change of custodian by way of non-trade channel to the securities companies with
which they maintain their accounts before 11 am on a common trading day for SEHK and SZSE.
11. Can the change of custodian be cancelled or corrected?
The change of custodian may be cancelled on the same day of application. The timing of
application should comply with relevant timing requirements for applications for change of custodian.
If an application for change of domestic custodian is found to be erroneous after submission, the
investor may complete the correction form for errors in change of custodians to apply for adjustments.
No adjustment to the change of / to overseas custodian is allowed once completed.
12. Are there any fees payable for the change of custodian?
No fees are payable for the change of domestic custodian.
The handling charge for change of / to overseas custodian =1+2, comprising 1=HK$50 payable for
each transaction; 2=0.002% of the total value of the shares based on the closing market price on the
trading day immediately before the change of custodian (subject to a minimum charge of HK$2). The
handling charge for change of / to overseas custodian will be collected by Guotai Junan Hong Kong
from the receiving securities dealers via CCASS on a delivery versus payment (DVP) basis. Overseas
investors who submit their applications for change of / to overseas custodians at the domestic securities
companies with which they maintain accounts are not required to pay any fees. Whether overseas
investors are required to pay such fees to overseas receiving securities dealers will depend on the
requirements of such overseas receiving securities dealers. In case of Guotai Junan Hong Kong as the
overseas receiving securities dealer, the handling charge for overseas change of / to overseas custodian
is waived.
32
13. How should investors handle non-trade-related transfer operations such as property inheritance,
estate inheritance, property segregation and judicial judgement?
Non-trade-related transfer operations relating to converted CIMC H shares such as property
inheritance, estate inheritance, property segregation and judicial judgement, etc, and non-trade-related
operations such as judicial freezing and judicial seizure, etc, shall be handled in accordance with legal
means prevailing in the PRC and overseas. As such operations will involve cross-border activities on
complex business investors and owners concerned are advised to consider, wherever possible, selling
the shares to cash in first before conducting transfers, when non-trade-related transfers are involved.
14. After the CIMC B-to-H Conversion, how should voting instructions for general meetings be
submitted?
After the CIMC B-to-H Conversion, domestic investors and domestically trading overseas
investors will not be able to submit through online voting their voting instructions for matters tabled at
general meetings. They may only do so in writing by filling up notices to the general meeting. In
practice:
1. After the record date for CIMC equity interests, intentions regarding the general meeting
should be submitted to the securities companies with which accounts are maintained
and notices to the general meetings should be filled up in writing and delivered to the
securities companies with which accounts are maintained, who will submit the same to
Guotai Junan to be forwarded to Guotai Junan Hong Kong. Guotai Junan Hong Kong,
who will process registration with Hong Kong Securities Clearing Company.
2. If investors wish to attend the general meeting in person or by proxy, they must fill up the
section of the notice to the general meeting headed “Attendance in Person.” Investors
or their proxies will only be qualified to attend the general meeting after confirmation
upon input of their information into CCASS. On the day the general meeting is held,
the attendee should produce his / her investor identification and similar documents.
Proxies attending on behalf of others should produce their proxy forms. Prior to
admission to the general meeting, the identifications and proxy forms shown by
attendees will be verified against information confirmed by CCASS.
3. If investors who are not able to attend the general meeting in person wish to submit their
voting intentions, they must fill up the section of the notice to the general meeting
headed “Appointment of Guotai Junan as Proxy” to appoint Guotai Junan Kong to
process an electronic vote on their behalf.
33
Chapter 5 - Contact Information of Parties Involved
Acronym of party Service Contact person Means of contact
Tel：0755-2680 2706
CIMC Investor relation Wang Xinjiu
E-mail：cimcbh@cimc.com
Tel： 852-2509 7575
E-mail：
Clearing and Crystal Lam crystal.lam@gtjas.com.hk
Guotai Junan Hong Kong
settlement Kenny Leung Tel: 852-2509 7565
E-mail：
kenny.leung@gtjas.com.hk
Dealings from “中集 H 代”
domestic Dealings Tel: 021-38675890
securities Fax: 021-38675690
companies
Guotai Junan
Tel: 021-3867 4794
Business E-mail：
Zhu Chunming
consultation zhuchunming008768@gtjas
.com
Tel: 0755-2382 6313
business Wang Rui E-mail：
wangrui@ssscc.com.cn
SSSCC
Technical Tel: 0755-2382 6356
Wu Lufang
consultation E-mail:wulf@ssscc.com.cn
Tel: 0755-2593 8082
Cash settlement Yao xueli E-mail：
SD&C Shenzhen xlyao@chinaclear.com.cn
Technical Tel: 0755-25946080
Yang Lu E-mail：
support
lyang@chinaclear.com.cn
Tel: 0755-25938049
Other related
Zhou Bo E-mail：
business
bzhou@chinaclear.com.cn
Guotai Junan Securities Co. Ltd.
November 2012
34
Appendix 1: Application Form for Change of Domestic Custodians for H Shares
Application Form for Change of Domestic Custodians for H Shares
Date:
Securities account number: Name of securities account:
Type of identification: Identification number:
Name of original business department: Name of original custodian unit under business department:
Name of new business department: Name of new custodian unit under business department:
Name of securities: 中集 H 代 Number of shares under change of custodian:
The parties hereby declare / undertake as follows:
1. The applicant for the change of custodian is the customer corresponding to the above-named
securities account or an attorney under a notarised power of attorney, and the applicant for the change
of custodian warrants that the information provided above is correct and securities in quantity
corresponding to that declared are in place in the account.
2. The original business department assumes responsibility for the qualifications of the applicant for the
change of custodian, the authenticity of the identification of the applicant for the change of custodian,
and the consistency of the information provided above and the actual instructions of the applicant for
the change of custodian.
3. Guotai Junan warrants that the master list of change of custodians forwarded to Guotai Junan Hong
Kong is consistent with the application forms for change of custodian submitted by the original
business department in all material aspects.
4. Guotai Junan Hong Kong warrants that the results of the operation of change of custodians will be
consistent with the master list of change of custodians.
Seal of customer:
Handling officer of business department counter: Corporate seal of business department:
(Seal not for use in contracts)
Officer in charge of business department counter: Officer in charge of business department:
Time of order withdrawal:
Contact telephone number:
Handling officer of Guotai Junan:
Handling officer of Guotai Junan Hong Kong:
35
Appendix 2: Application Form for Change of Overseas Custodians for H Shares
Application Form for Change of Overseas Custodians for H Shares
Date:
Securities account number: Name of securities account:
Name of business department: Name of custodian unit under business department:
Name of overseas securities dealer: CCASS registration number of overseas securities dealer:
Name of securities: CIMC H Share Number of shares under change of custodian:
The parties hereby declare / undertake as follows:
1. The applicant for the change of custodian is the customer corresponding to the above-named
securities account or an attorney under a notarised power of attorney, and the applicant for the change
of custodian warrants that the information provided above is correct and securities in quantity
corresponding to that declared are in place in the account.
2. The original business department assumes responsibility for the qualifications of the applicant for the
change of custodian, the authenticity of the identification of the applicant for the change of custodian,
and the consistency of the information provided above and the actual instructions of the applicant for
the change of custodian.
3. Guotai Junan warrants that the master list of change of custodians forwarded to Guotai Junan Hong
Kong is consistent with the application forms for change of custodian submitted by the original
business department in all material aspects.
4. Guotai Junan Hong Kong warrants that the results of the operation of change of custodians will be
consistent with the master list of change of custodians.
Seal of customer:
Handling officer of business department counter: Corporate seal of business department:
(Seal not for use in contracts)
Officer in charge of business department counter: Officer in charge of business department:
Time of order withdrawal:
Contact telephone number:
Handling officer of Guotai Junan:
Handling officer of Guotai Junan Hong Kong:
Note: The handling charge is 0.002% of the total value of the shares based on the closing market price on
the trading day immediately before the change of custodian, subject to a minimum charge of HK$2, plus a
charge of HK$50 for each transaction. Guotai Junan Hong Kong will collect the charges from the
receiving securities dealer via CCASS on a delivery versus payment (DVP) basis.
36
Appendix 3: Correction Form for Errors in Change of Domestic Custodians for CIMC H Shares
Correction Form for Errors in Change of Domestic Custodians for H Shares
Date:
Securities account number: Name of securities account:
Type of identification: Identification number:
Name of corrected business department: Name of corrected custodian unit under business
department:
Name of original business department: Name of original custodian unit under business
department:
Name of securities: 中集 H 代 Number of shares under change of custodian:
The parties hereby declare / undertake as follows:
1. The applicant for the change of custodian is the customer corresponding to the above-named
securities account or an attorney under a notarised power of attorney, and the applicant for the change
of custodian warrants that the information provided above is correct and securities in quantity
corresponding to that declared are in place in the account.
2. The original business department assumes responsibility for the qualifications of the applicant for the
change of custodian, the authenticity of the identification of the applicant for the change of custodian,
and the consistency of the information provided above and the actual instructions of the applicant for
the change of custodian.
3. Guotai Junan warrants that the master list of change of custodians forwarded to Guotai Junan Hong
Kong is consistent with the application forms for change of custodian submitted by the original
business department in all material aspects.
4. Guotai Junan Hong Kong warrants that the results of the operation of change of custodians will be
consistent with the master list of change of custodians.
Seal of customer:
Handling officer of business department counter: Corporate seal of business department:
(Seal not for use in contracts)
Officer in charge of business department counter: Officer in charge of business department:
Time of order withdrawal:
Contact telephone number:
Handling officer of Guotai Junan:
Handling officer of Guotai Junan Hong Kong:
37
Appendix 4: Notice of general meeting
Notice of General meeting
---------------------------------------- Company Limited --- Notice of Annual General Meeting
---------------------------------------- Company Limited--- If you wish to attend the general meeting in
person, please complete Part A. If you are not available for the general meeting, please complete
in Part B and the Company will vote on your behalf. Please complete this form by [date] and fax
to [fax number], failing which your rights will be deemed to have been waived by you. For details
of the resolution please refer to the announcement of the Company.
To: Guotai Junan Securities (Hong Kong) Limited
A. I wish to attend the general meeting in person. Please process accordingly.
Name (please write full names in
Chinese and English in block letters)
Customer number
Number of H shares held
Identity card / passport number
Correspondence address (please write
address in English in block letters)
Contact telephone number
============================================================
B. I wish to appoint Guotai Junan Hong Kong to attend the general meeting on my behalf. Please
process accordingly.
Notice of general meeting Agree Oppose Abstain
Resolution.01
Resolution.02
Resolution.03
Resolution.04
Resolution.05
Resolution.06
Resolution.07
Resolution.08
Resolution.09
Resolution.10
Resolution.11
Resolution.12
Resolution.13
Resolution.14
(Signature of customer)______________________________(Customer number)
38
Appendix 5: DBF Data Format for Business Application by Domestic Securities Companies to Guotai
Junan
DBF Data Format for Business Application by Domestic Securities Companies to Guotai Junan
Number Title words Title description Type Length Remarks
1 The application number of each business
application must be unique.
(1) Even in DBF sent in multiple times by the
same business department, each business
application should still be unique;
(2) Guotai Junan Hong Kong will omit business
applications with repetitive application numbers;
(3) The first 6 digits from the left denote the
numerical series of the trading unit code. The
following 8 digits denote the date of instruction
(CCYYMMDD). The 8 digits from the right
Application
Ref No C 22 denote the business sequence number. The first 2
number
digits from the left in the business sequence
number (namely the 15th and 16th digit of the
application number REFNO) can be either
English alphabets or Arabic numerals, the
remaining 6 digits should be Arabic numerals.
For securities business departments that practices
centralised members’ offers, the first 2 digits of
instruction sequence number (namely the 15th and
16th digit of the application number REFNO)
denote the identification code of securities
business departments under the same member.
2 Code of In case of change of custodian or account
business adjustment, the trading unit code of the
YYB_from department C 6 outgoing party (usually the same as the
submitting custodian number) should be written here.
application
3 Name of
business
YYBMC_from department C 100
submitting
application
4 Code of In case of change of custodian or account
shareholder adjustment, the shareholder code of the
GDDM_from C 10
submitting outgoing party should be written here.
application
39
5 Name of
shareholder
GDMC_from C 100
submitting
application
6 ZTG_DOMESTIC – Change of domestic
custodian
ZTG_OVERSEA – Change of/to overseas
custodian
YWLB Business type C 20 ZTG_REVERSE – Correction of errors in
change of custodian
TG_ADJUST – share account adjustment
(transfer, inheritance, etc)
GDDH_VOTE – Voting at general meeting
7 Business Remarks
YWBZ C 100
remarks
8
ZQDM Stock code C 6
9
ZQMC Stock name C 20
10 Number of Number of business applications dispatched (in
QTY shares applied N 12,0 case of voting at general meetings, please fill in
for number of qualified votes)
11 - In case of change of domestic custodian or
account adjustment, the trading unit code of
the incoming business department (usually
the same as the custodian number) should
Code of new
be written here
YYB_to business C 6
- In case of change of/to overseas custodian,
department
the CCASS number of the overseas
securities dealer should be written here
- Leave blank in case of voting at the general
meeting
12 - In case of change of/to overseas custodian,
Name of new the name of the overseas securities dealer
YYBMC_to business C 100 should be written here
department - Leave blank in case of voting at the
general meeting
13 - In case of change of domestic custodian or
account adjustment, the shareholder code
Code new
GDDM_to C 10 of the incoming party should be written
shareholder
here
- Leave blank in case of voting at the
40
general meeting
14 Name of new Leave blank in case of voting at the general
GDMC_to C 100 meeting
shareholder
15 Optional in case of attending the general meeting
VOTER_NAME Name of Proxy C 100 for businesses other than voting
1６ Identity card / Optional in case of attending the general meeting
VOTER_ID passport of C 50 for businesses other than voting
voter
1７ Correspondence Optional in case of attending the general meeting
VOTER_ADD1 address of voter C 100 for businesses other than voting
1
1８ Correspondence Optional in case of attending the general
VOTER_ADD2 address of voter C 100 meeting for businesses other than voting
2
1９ Contact Optional in case of attending the general
VOTER_TELE telephone C 50 meeting for businesses other than voting
number of voter
２０ - Date of the general meeting, for
Date of general identification of the specific meeting to
VOTER_DHRQ C 8
meeting which the voting is related
- Format CCYYMMDD
2１ Resolution “01”, “02”, “03” …
V_PROPOSAL C 2
number
2２ Voting direction Agree; Oppose; Abstain
V_INTENT C 10
for resolution
2３ Time of Format: CCYYMMDDhhmm
InputTime C 12
application
Notes:
(1) In case of the change of custodian or account adjustment, the codes of the original
business department and shareholder must be the codes of the business department and shareholder
submitting the application.
(2) In connection with voting at the general meeting, the submission of different business
application records is required for the voting of each resolution (same business types; different
resolution code)
41
