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CIMC Enric Holdings Limited Proxy Solicitation & Information Statement 2013

Dec 18, 2013

50919_rns_2013-12-18_e9182fe0-4aa4-4455-9203-c1198dc3c224.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

CIMC Enric Holdings Limited 中集安瑞科控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3899)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders of CIMC Enric Holdings Limited (the “ Company ”) will be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 23 January 2014 at 3:00 p.m. for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT :

  • (a) the Sales Agreement (a copy of which is marked “A” and tabled before the meeting for identification purpose), the Proposed Continuing Connected Transactions and the Proposed Annual Caps, all as defined and described in the circular of the Company dated 18 December 2013, and all other transactions contemplated thereunder and in connection therewith and any other ancillary documents, be and are hereby approved, confirmed and/or ratified; and

  • (b) the directors of the Company be and are hereby authorised for and on behalf of the Company to sign, seal, execute, perfect, perform and deliver all such agreements, instruments, documents and deeds, and do all such acts, matters and things and take all such steps as they may in their discretion consider necessary, desirable or expedient to implement and/or to give effect to the Sales Agreement, the Proposed Continuing Connected Transactions and the Proposed Annual Caps, all as defined and described in the circular of the Company dated 18 December 2013, and all other transactions contemplated thereunder as they may in their discretion consider to be desirable and in the interests of the Company.”

By order of the Board CIMC Enric Holdings Limited Zhao Qingsheng Chairman

Hong Kong, 18 December 2013

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Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principle place of business in Hong Kong: Unit 908, 9th Floor Fairmont House No. 8 Cotton Tree Drive Central Hong Kong

Head office in the PRC: CIMC R&D Center No. 2 Gangwan Avenue Shekou Industrial Zone Shenzhen, Guangdong The PRC

Notes:

  1. Any member of the Company entitled to attend and vote at the meeting (or any adjourned meeting thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

  2. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a certified copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

  3. Completion and return of the form of proxy will not preclude members from attending and voting in person at the meeting or at any adjourned meeting (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.

  4. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she was solely entitled, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

  5. As at the date of this notice, the board of directors of the Company consists of Mr. Zhao Qingsheng ( Chairman ), Mr. Gao Xiang ( General Manager ), Mr. Jin Jianlong and Mr. Yu Yuqun as executive directors; Mr. Jin Yongsheng as a non-executive director; and Mr. Wong Chun Ho, Mr. Tsui Kei Pang and Mr. Zhang Xueqian as independent non-executive directors.

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