Stock Abbr.: ZJJT, ZJB Stock Code: 000039, 200039 Announcement No.: [CIMC]2012-047
China International Marine Containers (Group) Co., Ltd.
Suggestive Announcement on the B-share Cash Option
Implementation Plan Regarding Listing Location Change and
Listing & Trading of Domestically Listed Foreign Shares on
Main Market of the Stock Exchange of Hong Kong Limited
through Introduction
China International Marine Containers (Group) Co., Ltd. (hereinafter referred to as
“the Company”) and all members of its Board of Directors hereby ensure that this
announcement is factual, accurate and complete without any false information,
misleading statement or material omission. And the English translation is for
reference only.
Special notes:
1. If the listing committee of the Stock Exchange of Hong Kong (SEHK)
conditionally approves the Company’s application for listing location change and
listing & trading of domestically listed foreign shares on the main market of
SEHK through introduction, the Company will apply to Shenzhen Stock
Exchange for suspending its B-share trading after it receives the official
conditional approval document and discloses relevant information. The trading
day before the suspension is the last trading day for the Company’s B-shares.
Afterwards, the cash option distribution, exercise application, clearing and
settlement for the B-shares will start. And trading of the B-shares will stop.
2. This suggestive announcement only explains the specific operating procedure
for the Company’s B-share holders to apply for exercising cash options and other
relevant matters. It is not giving advice on whether to apply for exercising the
cash options or not. This announcement does not yet include the specific date for
exercising cash options and some other information. As the event proceeds, the
Company will announce the specific date for exercising cash options and some
other information in time. Investors are kindly reminded to pay attention to
possible investment risks.
3. As for B-share holders or relevant obligees with judicially frozen B-shares, and
shareholders or obligees whose B-shares are pledged or judicially frozen due to
various reasons before the cash option implementation date, they should handle
the said shares in a timely and legal manner.
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On 30 Aug. 2012, the Company convened the Third Special Shareholders’ General
Meeting for 2012, at which the Proposal on the Plan Regarding Listing Location
Change and Listing & Trading of Domestically Listed Foreign Shares on Main
Market of the Stock Exchange of Hong Kong Limited through Introduction was
reviewed and approved. The Company has submitted to China Securities Regulatory
Commission (CSRC) the application for listing location change and listing & trading
of domestically listed foreign shares on the main market of the Stock Exchange of
Hong Kong Limited through introduction, and received on 24 Oct. 2012 the CSRC
Notice of Accepting the Administrative Permit Application for Review (No. 121896).
The Company submitted on 26 Oct. 2012 to the Stock Exchange of Hong Kong
Limited (SEHK) the A1 Submission regarding listing location change and listing &
trading of domestically listed foreign shares on main market of SEHK through
introduction, and received the SEHK acceptance letter on 31 Oct. 2012.
On 16 Nov. 2012, SEHK notified the Company that its listing committee will debate
the application on 22 Nov. 2012, reviewing the application for listing location change
and listing & trading of domestically listed foreign shares on main market of SEHK
through introduction. In order to ensure that investors have full rights to trade the
Company’s B-shares before the removal of these shares from the system of SD&C,
upon application of the Company, trading of the Company’s A-shares and B-shares
will not be suspended during the debate period. The debate shall be held only after
CSRC gives its consent to the Company’s the application for listing location change
and listing & trading of domestically listed foreign shares on the main market of the
Stock Exchange of Hong Kong Limited through introduction.
If the listing committee of SEHK conditionally approves the Company’s H-share
listing application, the Company will apply to Shenzhen Stock Exchange for
suspending its B-share trading after it receives the official conditional approval
document and discloses relevant information. The trading day before the suspension is
the last trading day for the B-shares. Afterwards, the cash option distribution, exercise
application, clearing and settlement of the Company’s B-shares will start. And trading
of the B-shares will stop. When the cash option exercise completes, the Company will
apply to Shenzhen Stock Exchange for removal of its B-shares from the system of
SD&C. After it receives the official approval letter from SEHK for the Company’s
H-share listing, the relevant shares will be listed and traded in the form of H-shares on
the main market of SEHK.
The Company will provide, by means of application via the trading system of
Shenzhen Stock Exchange or manual application, B-share cash option application and
exercise services for all its B-share holders other than China Merchants (CIMC)
Investment Limited, COSCO Container Industries Limited and its related enterprise
Long Honour Investments Limited. Relevant matters are hereby suggestively
announced as follows:
Important Contents
1. If the listing committee of SEHK conditionally approves the Company’s H-share
listing application, the Company will apply to Shenzhen Stock Exchange for
suspending its B-share trading after it receives the official conditional approval
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document and discloses relevant information. The trading day before the suspension is
the last trading day for the B-shares. All shareholders holding the Company’s B-shares
after clearing and settlement complete on the trading day before removal of B-shares
from the system of SD&C have cash options. Among B-share holders, China
Merchants (CIMC) Investment Limited, COSCO Container Industries Limited and its
related enterprise Long Honour Investments Limited have promised to give up their
cash options.
According to the Proposal on the Plan Regarding Listing Location Change and Listing
& Trading of the Company’s Domestically Listed Foreign Shares on Main Market of
the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed
and approved at the Third Special Shareholders’ General Meeting for 2012 of the
Company, the Company’s A-share holders DO NOT have cash options.
2. The cash option exercise price for the B-shares is HKD 9.83/share. Exercising the
cash option means investors selling out the Company’s B-shares at the price of HKD
9.83/share. Investors are kindly reminded to be aware of possible risks arising from
exercising the cash option.
3. If the listing committee of SEHK conditionally approves the Company’s H-share
listing application, the Company will apply to Shenzhen Stock Exchange for
suspending its B-share trading after it receives the official conditional approval
document and discloses relevant information. The date of record for the B-share cash
options is the trading day before the share trading suspension. Afterwards, the cash
option distribution, exercise application, clearing and settlement of the Company’s
B-shares will start. During the exercise application period, trading of the Company’s
B-shares will be suspended.
4. There is no precedent in China’s capital market for this B-share cash option
implementation. According to the Notice on Doing a Good Job in Technical
Preparations Regarding B-share Cash Options released by Shenzhen Stock Exchange
on 17 Sept. 2012, for any B-share holder who chooses to exercise B-share cash
options, the exercise and application ways are the same with the ways for A-share
cash options.
B-share holders who trust the Company’s B-shares with domestic securities
companies can conduct cash option application and exercise via the trading system of
Shenzhen Stock Exchange. For those B-share holders who DO NOT trust the
Company’s B-shares with domestic securities companies, they shall conduct cash
option application and exercise manually upon application to the issuer.
5. If any B-share holder has any behavior that may lead to change of the trustee unit
of the B-share holder’s securities account (the operating division of a securities
company) such as transferring the trusteeship during the period from the date of
record to the application deadline for the cash options, he/she may not be able to
exercise his/her cash options. Therefore, B-share holders are particularly advised not
to transfer the trusteeship or conduct any other behavior that may lead to change of
the trustee unit of their securities accounts during the said period.
6. This suggestive announcement only explains the specific operating procedure for
the Company’s B-share holders to apply for exercising cash options and other relevant
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matters. It is not giving advice on whether to apply for exercising the cash options or
not. For details about the listing location change and listing & trading of domestically
listed foreign shares on main market of the Stock Exchange of Hong Kong Limited
through introduction, please read the Plan for Listing Location Change and Listing &
Trading on Main Market of The Stock Exchange Of Hong Kong Limited through
Introduction of Domestic listed foreign Investment Shares of China International
Marine Containers (Group) Co., Ltd. and relevant documents disclosed on
www.cninfo.com.cn and www.szse.cn on 15 Aug. 2012, as well as relevant
announcements to be disclosed by the Company.
I. Explanation
In this announcement, the abbreviations on the left column refer to items on the right
column unless otherwise specified.
CIMC, the Company, the refer China International Marine Containers (Group) Co.,
Listed Company to Ltd.
refer
CIMC B-shares, B-shares Domestically listed foreign shares issued by CIMC
to
refers
H-shares Overseas listed foreign shares listed in Hong Kong
to
China Merchants (CIMC) refers
China Merchants (CIMC) Investment Limited
Investment to
refers
COSCO COSCO Container Industries Limited
to
refers
Long Honour Long Honour Investments Limited
to
The Shenzhen branch of refers The Shenzhen branch of China Securities Depository
SD&C to and Clearing Co., Ltd.
refers
SEHK the Stock Exchange of Hong Kong Limited
to
II. Shareholders eligible to apply for exercising the cash options
If the listing committee of SEHK conditionally approves the Company’s H-share
listing application, the Company will apply to Shenzhen Stock Exchange for
suspending its B-share trading after it receives the official conditional approval
document and discloses relevant information. All shareholders holding the Company’s
B-shares after clearing and settlement complete on the trading day before removal of
B-shares from the system of SD&C can apply for exercising cash options according to
this announcement. Among B-share holders, China Merchants (CIMC) Investment
Limited, COSCO and its related enterprise Long Honour have promised to give up
their cash options.
Where a shareholder chooses to apply for exercising cash options, a third party will
pay the cash consideration to the shareholder and obtain the corresponding B-shares
of the Company.
According to the Proposal on the Plan Regarding Listing Location Change and Listing
& Trading of the Company’s Domestically Listed Foreign Shares on Main Market of
the Stock Exchange of Hong Kong Limited through Introduction, which was reviewed
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and approved at the Third Special Shareholders’ General Meeting for 2012 of the
Company, the Company’s A-share holders DO NOT have cash options.
III. Basic terms for the cash option
(I) Code and abbreviation for the cash option
Code: 238001
Abbreviation: ZJP1
(II) Target securities of the cash option
Code of target securities: 200039
Short name of target securities: ZJB
(III) Distribution method of cash option
Free of charge.
(IV) Arrangement for listing of cash option
Not for listing.
(V) Distribution proportion of cash option
B-share holders of the Company will be granted a cash option for each share of
B-share. The minimum unit of stock for the application of cash option is 1 share.
(VI) Exercise proportion of cash option
Holder of relevant rights is entitled to sell 1 share of CIMC B-share to the third-party
for holding of an above mentioned right.
(VII) Exercise price of cash option
Exercise price of cash option is of HKD 9.83 per share.
(VIII) Distribution of cash option
1. If the securities account of an B-share holder is trusted in two or more than two
trading units (operations department of securities companies) on registration date of
cash option, and all with holding of B shares of the Company, then the distribution is
carried out by specific number of each trading unit of the mentioned B shares holder
on the registration date, sorted by size of holding and in turn. The distribution will be
complete when the amount of distribution is equal to the cash option enjoyed by the
mentioned B-share holder.
2.The Company will handle transfer procedure of relevant exercise to Shenzhen
Branch of China Securities Depository and Clearing Corporation Limited in unite
during the application period. For specific contact information, please see “VII. For
contact” of this announcement, the format of entrust files refer to Attachment 1 of this
announcement.
(IX) Measurement of the amount of cash option
Up until the issuing date of this announcement, total amount of B shares of the
Company is 1,430,480,509. The distribution amount of cash option will be determined
by total number of B-share holders excluding China Merchants (CIMC) Investment
Limited, COSCO and its affiliated enterprise Long Honour after the clearance and
delivery at the last trading date before final suspension of CIMC B shares.
(X) Application period of cash option
The Company will disclose the Announcement on the Implementation Plan for
B-share Cash Options timely in accordance with the progress of the project, which
will explain the specific application period of cash options.
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(XI) Performance guarantee of cash option
Before the distribution of cash option, the third party will provide performance
guarantee via specific account and maintain sufficient amount of cash.
(XII) Settlement method of cash option
Cash option will be settled by delivery of securities, that means when an holder of
cash option exercises, he/she shall deliver B shares of the Company at the same time
as well as acquire relevant exercise price from the third-party. With the success of
exercising 1 cash option by a B-share holder, the system will deduct 1 cash option
right and 1 share of CIMC B-share. In the meantime, the shareholders’ cash account
will acquire HKD 9.83 and deduct certain cash for relevant stock trading tax.
(XIII) Arrangement of matured unexercised right
Cash options that fail to make application and exercise will be cancelled after the
application period.
IV. Application method for exercise of cash option
(I) Shareholders who trusts B shares of the Company in domestic security companies
will be able to carry out application and exercise via the trading system of Shenzhen
Stock Exchange
1. Exercise orders
In accordance with notes of technology system of relevant security company and cash
deposit in his/her securities account, B-share holders will select an exercise code and
then forward an exercise code. Exercise orders including the following content:
Exercise code: 238001
Category of operation: exercise
Entrust number: the number of B-share cash option
Entrust price: HKD 9.83/share (exercise price)
Application is carried out with exercise order as the unit. The exercise order is
efficient that very day and is able to cancel that very day.
2. Issues for confirmation before the exercise
(1) The qualified B-share holders can choose to exercise their cash options totally or
partially. During the application period of cash options, the tradable share holders,
who have applied for exercising their cash options and it is confirmed as valid by
China Securities Depository and Clearing Corporation Limited Shenzhen Branch,
shall not withdraw the applied cash options totally or partially.
(2) Before the issuance of exercise orders, the B-share holders shall confirm that the
entrusted amount of exercise orders doesn’t exceed the amount of cash options in their
securities account and there are sufficient CIMC B shares in their securities account.
If the holders of frozen or pledged shares intend to exercise their cash options, they
shall release such freeze or pledge before the application. If the holders of frozen or
pledged shares plan to exercise their cash options, they shall release such freeze or
pledge before the application. During the application period, if the amount of cash
options applied to exercise by B-share holders exceeds the amount of unfrozen or
unpledged shares actually held in their securities account, such exercise entrust fails;
otherwise the former will be the effective application amount.
(3) Confirmation on the effective amount of multiple-applied shares
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As for the multiple application of cash option with the same securities account and
application code of cash option during the application period, Shenzhen Branch of
China Securities Depository and Clearing Corporation Limited will add relevant
application numbers according to the sequence of receiving the applications and deal
with them in sequence as well as confirm the effective amount of applied shares in
accordance with the procedures on applying for exercising the cash options and the
stipulations of Article (2) under the provision.
(4) Except for judicial enforcement deduction, it shall not retransfer or fix any pledge
or other third-party rights for the shares having applied for exercise; if it’s deducted
by judicial enforcement for the shares having applied for exercise, such cash options
become invalid upon the occurrence of the judicial deduction.
3. The Company’s stock transaction treatment during the exercise period
During the application period, the Company’s B-share will stop to trade.
4. Amount of cash options, deduction of shares and acquisition of funds after the
exercise
With the success of exercise on T day, exercise capital will record into relevant
settlement reserves account automatically on T+1 day; in the meanwhile, it will
deduct corresponding amount of cash option rights and CIMC B-share of securities
account of B-share holders. Finally, relevant securities company will record relevant
exercise capital into capital account of B-share holders.
5. After the expiration of the application, the unexercised cash options in the securities
account of B-share holders will be written off.
6. Expenses
The B-share holders are free of charge for exercising cash option or withdrawing
application via trading system of stock exchange. The transfer party and the
acquisition party shall make payment of relevant taxes in accordance of relevant
regulations separately when handle the certificates of stock transfer of exercising cash
options and transfer procedure. If the transfer fails due to insufficient expenses, the
responsible party shall account for the responsibility.
(II) Shareholders who didn’t trust B-share of the Company in domestic security
companies shall conduct manual application and exercise of cash option
1. Confirmation of exercise
(1) During the application period, shareholders conduct manual application and
exercise of cash option shall fill in and sign up Letter of Confirmation of Investors on
Manual Application for Exercise (for the format refers to Attachment 2 of this
announcement).
(2) Shareholders who intend to exercise capital option shall submit the above
mentioned letter of confirmation and relevant proof files (corporate shareholder:
including copies of existing and efficient license of business corporate, copies of ID
card of legal representative, copies of corporate securities account, copies of securities
account and certificates of shareholding as at registration date; individual shareholder:
including copies of ID card, copies of securities account and certificates of
shareholding as at registration date) to the Company via post (for contact method refer
to VII. For contact. The arrival and signature of documents by post shall within valid
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application period). If there is an insufficiency of the above mentioned submission
materials, the application will be invalid.
2. Items to be confirmed before the exercise
(1) The qualified B-share holders can choose to exercise their cash options totally or
partially. During the period for application of cash options, the tradable share holders,
who have applied for exercising their cash options and it is confirmed as effective by
Shenzhen Branch of China Securities Depository and Clearing Corporation Limited,
shall not withdraw the applied cash options totally or partially.
(2) Before the application for exercise, the B-share holders shall confirm that the
entrusted amount of exercise orders doesn’t exceed the amount of cash options in their
securities account and there is enough CIMC B-share in their securities account. If the
holders of frozen or pledged shares plan to exercise their cash options, they shall
release such freezing or pledge before the application. During the application period,
if the amount of cash options applied to exercise by B-share holders exceeds the
amount of unfrozen or unpledged shares actually held in their securities account, such
exercise entrust fails; otherwise the former will be the effective application amount.
(3) Confirmation on the effective amount of multiple-applied shares
As for the multiple application of cash option with the same securities account and
application code of cash option during the application period, Shenzhen Branch of
China Securities Depository and Clearing Corporation Limited will add relevant
application numbers according to the sequence of receiving the applications and deal
with them in sequence as well as confirm the effective amount of applied shares in
accordance with the procedures on applying for exercising the cash options and the
stipulations of Article (2) under this provision.
(4) Except for the judicial enforcement deduction, it shall not retransfer or fix any
pledge or other third-party rights for the shares having applied for exercising the cash
options; if it’s deducted by judicial enforcement for the shares having applied for
exercising the cash options, such cash options become invalid upon the occurrence of
the judicial deduction.
3. The Company’s stock transaction treatment during the exercise period
During the period for application of cash options, the Company’s B-share will stop to
trade.
4. Amount of cash options, deduction of shares and gaining of exercise funds after the
exercise
After B-share holders succeed in exercising, it will deduct relevant amount of cash
options and CIMC B-share in the securities accounts of the B-share holders; within
three working days since Shenzhen Branch of China Securities Depository and
Clearing Corporation Limited transfers the shares involving the qualified application
of cash options to the name of the third party, and the third party will pay in cash to
the designated account of relevant investors that didn’t trust their B-shares of the
Company in domestic securities company at the price of HKD 9.83 for each cash
option and meanwhile deduct relevant taxes and fares arising from the shares transfer.
5. After the expiration of the application, the unexercised cash options in the securities
account of B-share holders will be written off.
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6. Expenses
The B-share holders shall undertake all the expenses arising from their manual
application for exercising cash options or withdrawal of application. The third party
shall withhold the transfer fees of exercised shares from B-share holders in
accordance with the amount of exercised shares applying for transfer.
V. Commitments made by the third party of cash options
The third party providing the cash options to CIMC B-share holders makes the
commitments as follows:
“Our company’s financial status is good enough to perform the duties of the third
party stipulated by the above plan; as the third party in the above plan, our company
will perform the duties of the third party stipulated by the above plan, and make all
necessary efforts to assist CIMC Group and Guotai Junan as well as other parties (if
any) to promote the implementation of the above plan;”
Of which, “the above plan” refers to the Announcement on the Plan Regarding Listing
Location Change and Listing & Trading of Domestically Listed Foreign Shares on
Main Market of the Stock Exchange of Hong Kong Limited through Introduction
published on 15 Aug. 2012, “Guotai Junan” refers to Guotai Junan Securities
(Hongkong) Co., Ltd.
VI. Schedule on the implementation of cash options
The Company will disclose the Announcement on the Implementation Plan for
B-share Cash Options timely in accordance with the progress of the project, which
will explain the specific date for exercising cash options and some other information.
VII. For contact
Person for contact: Wang Xinjiu
Address: 7/F, CIMC R&D Center, 2 Gangwan Avenue, Shekou, Nanshan District,
Shenzhen, Guangdong
Zip code: 518067
Tel: 0755-26802706
Fax: 0755-26813950
Board of Directors
China International Marine Containers (Group) Co., Ltd.
19 November 2012
Attachment 1:
Letter of Authorization Regarding the Application for B-share Cash Options of
China International Marine Containers (Group) Co., Ltd.
The authorizer states that my company / I authorize China International Marine
Containers (Group) Co., Ltd. (hereinafter referred to as “CIMC”) to apply for
exercising the B-share cash options under the conditions of fully knowing relevant
situation on the authorization of the application for exercising the B-share cash
options regarding the listing location change and listing & trading of domestically
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listed foreign shares on main market of the stock exchange of Hong Kong Limited
through introduction of CIMC.
As a CIMC B-share holder, my company / I hereby authorize CIMC to apply for
exercising the CIMC B-share cash options on behalf of my company / I to Shenzhen
Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing
Corporation Limited, and apply for the exercise at the will of my company / I, as well
as handle the registration for transfer involving CIMC B-share cash options and other
procedures.
The valid period of the authorization starts from the signing date to the date of
completing the implementation of CIMC B-share cash options plan.
Name of authorizer
Shareholder’s account of authorizer
Amount of shares held by the
authorizer at present
Amount of exercised shares of the
authorizer
Exercise price of authorizer
Opening bank and bank card No. of
the authorizer for receivables
(corporate shareholder shall provide
the bank account No.)
ID card No. of authorizer (corporate
shareholder shall provide the legal
person business license number)
Tel. of authorizer
Fax of authorizer
Address of authorizer
Authorizer (confirm by signature
and the corporate shareholder shall
add the corporate seal )
Legal representative (confirm by
signature, which is applicable for
corporate shareholder)
Signing date
Attachment 2:
Letter of Confirmation of Investors on Manual Application for Exercise
To China International Marine Containers (Group) Co., Ltd.
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The applicant states that I / my company authorize China International Marine
Containers (Group) Co., Ltd. (hereinafter referred to as “CIMC Group”) to apply for
exercising the cash options under the conditions of fully knowing relevant situation on
the authorization of the application for exercising the cash options regarding the
listing location change and listing & trading of domestically listed foreign shares on
main market of the stock exchange of Hong Kong Limited through introduction of
CIMC Group (the shift from CIMC B-share to H-share).
I / my company (ID card No. / business license No.: , Shenzhen securities
account No.: and address: ) is a shareholder of CIMC Group. During the
shift from CIMC B-share to H-share, I / my company gains a total of cash options
(code of option: and name of option: ), and still hold the above cash
options before the exercise.
According to the announcement published on by your company, I / my company
wants to apply for exercising cash options (code of option: and name of
option: ) entrusted in custodian unit (name of custodian unit: and code
of custodian unit: )
ID card No. of applicant (or business license No.):
Name of applicant (signature/seal):
Bank account No. of applicant for receivables:
Tel.:
Applicant (signature): Fingerprint:
Date:
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