CIMC Enric Holdings Limited — Proxy Solicitation & Information Statement 2018

Apr 12, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult an exchange participant or other securities dealer licensed as a licensed person under the Securities and Futures Ordinance, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in CIMC Enric Holdings Limited , you should at once hand this circular together with the enclosed proxy form to the purchaser or the transferee or to the bank, exchange participant or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes 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 circular.

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)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of CIMC Enric Holdings Limited to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 18 May 2018 at 3:00 p.m. is set out on pages 13 to 18 of this circular.

Whether or not you propose to attend the annual general meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the annual general meeting, or any adjourned meeting, should they so wish.

13 April 2018

CONTENTS

		Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	The Issue Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	The Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Proposed Final Dividend and Closure of register of members . . . . . . . . . .	5
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Voting by way of poll. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I — Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
**Appendix **	II — Details of Directors Proposed to be Re-elected . . . . . . . . . . .	10
**Notice of **	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

• “AGM” the annual general meeting of the Company proposed to be held at Regus Conference Centre, 35th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 18 May 2018 at 3:00 p.m.

• “Articles” the articles of association of the Company, as originally adopted or as from time to time altered in accordance with the Companies Law (Chapter 22) of the Cayman Islands or any applicable laws

• “associate(s)” has the same meaning ascribed to it under the Listing Rules

• “Board” the board of Directors

• “Business Day” a day (other than a Saturday or a Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities

• “CIMC” 中國國際海運集裝箱(集團)股份有限公司 China International Marine Containers (Group) Co., Ltd., the shares of which are listed on the Shenzhen Stock Exchange and the Main Board of the Stock Exchange, and is the controlling shareholder of the Company

• “Company” CIMC Enric Holdings Limited, an exempted company incorporated in the Cayman Islands on 28 September 2004 with limited liability under the Companies Law (Revised) of the Cayman Islands

• “Director(s)” the director(s) of the Company

• “Group” the Company and its subsidiaries

• “HKD” Hong Kong dollar, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

• “Issue Mandate”

• “Latest Practicable Date”

• “Listing Rules”

• “PRC”

• “Repurchase Mandate”

• “SFO”

• “Share(s)”

• “Share Option Scheme” or “Scheme”

• “Shareholder(s)”

• “Stock Exchange”

• “Takeovers Code”

“%”

the general mandate to allot, issue and deal with Shares not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Issue Mandate

6 April 2018, being the latest practicable date of ascertaining certain information contained in this circular prior to its publication

• the Rules Governing the Listing of Securities on the Stock Exchange

• the People’s Republic of China

the general mandate to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Repurchase Mandate

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ordinary share(s) of HKD0.01 each in the issued share capital of the Company

• the share option scheme adopted by the Company pursuant to an ordinary resolution passed by the Shareholders on 6 July 2006

registered holder(s) of Shares

The Stock Exchange of Hong Kong Limited

• the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs

per cent.

– 2 –

LETTER FROM THE BOARD

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)

Executive Directors: Gao Xiang (Chairman) Yang Xiaohu (General Manager)

Non-executive Directors: Jin Jianlong Yu Yuqun Wang Yu Jin Yongsheng

Independent Non-executive Directors: Wong Chun Ho Tsui Kei Pang Zhang Xueqian

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

Principal 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

13 April 2018

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF THE RETIRING DIRECTORS, PROPOSED FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposals for the Issue Mandate, the Repurchase Mandate, the re-election of the retiring Directors, final dividend and to seek your approval at the AGM in connection with, among others things, such matters.

– 3 –

LETTER FROM THE BOARD

2. THE ISSUE MANDATE

On 19 May 2017, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to allot, issue and deal with Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

Ordinary resolutions will be proposed at the AGM to grant to the Directors the Issue Mandate and authorize the extension of the Issue Mandate, details of which are set out in item nos. 5 and 7 respectively in the notice of AGM.

As at the Latest Practicable Date, the issued ordinary shares of the Company comprised 1,943,316,088 Shares. Subject to the passing of the resolution approving the Issue Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the resolution approving the Issue Mandate to issue a maximum of 388,663,217 Shares representing not more than 20% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Issue Mandate.

3. THE REPURCHASE MANDATE

Also on 19 May 2017, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase its own Shares. Such general mandate will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandate at the AGM.

An ordinary resolution will be proposed at the AGM to grant to the Directors the Repurchase Mandate, details of which are set out in item no. 6 in the notice of AGM.

As at the Latest Practicable Date, the issued ordinary shares of the Company comprised 1,943,316,088 Shares. Subject to the passing of the resolution approving the Repurchase Mandate and on the basis that no further Shares are issued prior to the AGM, the Company would be allowed under the resolution approving the Repurchase Mandate to repurchase a maximum of 194,331,608 Shares representing not more than 10% of the total number of issued ordinary shares of the Company as at the date of passing of the resolution approving the Repurchase Mandate.

An explanatory statement as required under the Listing Rules, giving certain information regarding the Repurchase Mandate, is set out in Appendix I to this circular.

4. RE-ELECTION OF DIRECTORS

The Board currently consists of nine Directors, namely Mr. Gao Xiang (Chairman) , and Mr. Yang Xiaohu (General Manager) as Executive Directors; Mr. Jin Jianlong, Mr. Yu Yuqun, Mr. Wang Yu and Mr. Jin Yongsheng as Non-executive Directors; and Mr. Wong Chun Ho, Mr. Tsui Kei Pang and Mr. Zhang Xueqian as Independent Non-executive Directors.

Reference is made to the announcement dated 27 October 2017, where it was announced that, inter alia , Mr. Yang Xiaohu was appointed as an Executive Director with effect from 27 October 2017. Pursuant to A.4.2 of Appendix 14 to the Listing Rules and article 86(3) of the Articles, Mr. Yang Xiaohu will retire subject to the re-election at the AGM.

– 4 –

LETTER FROM THE BOARD

In accordance with articles 87(1) and 87(2) of the Articles, Messrs. Mr. Gao Xiang, Mr, Jin Jianlong and Mr. Tsui Kei Pang will retire by rotation at the AGM. Mr. Jin Jianlong has decided not to offer himself for re-election as he is going to reach the retirement age, and will retire as a Non-executive Director of the Company at the conclusion of the AGM. Mr. Jin Jianlong has confirmed that he did not have any disagreement with the Board and there are no matters relating his retirement as a Non-executive Director that need to be brought to the attention of the Shareholders of the Company or the Stock Exchange. The rest of the retiring Directors, being eligible, offer themselves for re-election.

Brief biographical details of the Directors proposed to be re-elected at the AGM are set out in Appendix II to this circular.

5. PROPOSED FINAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS

On 21 March 2018, the Board recommended that subject to Shareholders’ approval at the AGM, the Company shall declare and distribute a final dividend in respect of 2017 of HKD0.08 per ordinary share to its shareholders whose names appear on the register of members of the Company on 1 June 2018.

The Board further resolved that the register of members of the Company shall be closed from Monday, 28 May 2018 to Friday, 1 June 2018 (both days inclusive), during which period no share transfer will be registered for the purpose of ascertaining shareholders’ entitlements to the proposed final dividend.

In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 25 May 2018.

Moreover, for determination of the entitlement to attend and vote at the AGM, the transfer books and register of members will be closed from Monday, 14 May 2018 to Friday, 18 May 2018 (both days inclusive), during which period no transfer of Shares will be effected. In order to determine the identity of Shareholders who are entitled to attend and vote at the AGM, all Share transfers accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not later than 4:30 p.m. on Friday, 11 May 2018.

6. ANNUAL GENERAL MEETING

The notice convening the AGM to consider, amongst other things, ordinary resolutions relating to the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, final dividend, and the re-election of retiring Directors, are set out in pages 13 to 18 of this circular.

– 5 –

LETTER FROM THE BOARD

7. VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of Shareholders at the AGM will be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

8. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed herein. Whether or not you propose to attend the AGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to 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 as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM, or any adjourned meeting, should they so wish.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

10. RECOMMENDATION

The Directors are of the opinion that the proposed resolutions referred to in this circular and the notice of AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the notice of AGM.

By order of the Board CIMC Enric Holdings Limited Gao Xiang

Chairman

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with requisite information for your consideration of the Repurchase Mandate.

1. EXERCISE OF THE REPURCHASE MANDATE

Exercise in full of the Repurchase Mandate, on the basis of 1,943,316,088 Shares in issue at the Latest Practicable Date, could result in up to 194,331,608 Shares being repurchased by the Company during the period up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws to be held; or (iii) the revocation, variation or renewal of the Repurchase Mandate by ordinary resolution of the Shareholders in general meeting, whichever occurs first.

2. REASONS FOR REPURCHASES

Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and the applicable laws of the Cayman Islands. The law of the Cayman Islands provides that the amount to be repaid in connection with a share repurchase may be paid from the profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. The Company may not purchase securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

4. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited financial statements contained in the Annual Report 2017 of the Company) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on its gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum and articles of association of the Company and the applicable laws of the Cayman Islands.

None of the Directors and, to the best of their knowledge, having made all reasonable enquiries, none of their respective close associates (as defined in the Listing Rules), have any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company or has undertaken not to do so, in the event that the Company is authorised to make purchase of Shares.

If as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and become(s) obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, CIMC was beneficially, interested in an aggregate of 1,371,016,211 Shares, representing approximately 70.55% of the issued ordinary shares of the Company. Based on such shareholdings and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the aggregate shareholdings of CIMC would be increased to approximately 78.39% of the issued ordinary shares of the Company. The Directors are not aware of any consequence which may arise under the Takeovers Code as a consequence of any repurchases made under the Repurchase Mandate. The Company may not repurchase Shares which would result in the amount of Shares held by the public being reduced to less than 25%.

5. SHARE PURCHASED BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

6. SHARE PRICES

The table below is a summary of the monthly highest and lowest traded prices in each of the previous twelve months prior to the Latest Practicable Date and for the month of April 2018 up to the Latest Practicable Date:

	Highest	Lowest
	Traded Price	Traded Price
	HKD	HKD
2017
April	5.19	4.36
May	5.63	4.22
June	5.38	4.74
July	5.65	4.84
August	5.82	4.29
September	5.40	4.57
October	5.70	5.05
November	5.51	4.70
December	6.79	5.06
2018
January	8.71	6.53
February	8.80	6.50
March	8.10	6.56
April (up to the Latest Practicable Date)	8.20	7.40

– 9 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

The following are the particulars of the Directors proposed to be re-elected at the AGM:

Mr. Yang Xiaohu

Mr. Yang, aged 43, was appointed as an Executive Director and General Manager on 27 October 2017. He was graduated in Huazhong University of Science and Technology (華中科技 大學), majoring in vessel and marine engineering. Mr. Yang was an officer of the quality control department of Shanghai CIMC Reefer Containers Co., Ltd. from 1997 to 1999, and was a sales manager of container operation department in the group of China International Marine Containers (Group) Co., Ltd. from 2000 to 2009. He was a deputy general manager of the Company’s sales and marketing department from April 2009 to April 2012, was an assistant to general manager of the Company from May 2012 to March 2015, and was a deputy general manager of the Company from April 2015 to October 2017. Mr. Yang was the general manager of Nantong CIMC Tank Equipment Co., Ltd., (南通中集罐式儲運設備製造有限公司), a wholly-owned subsidiary of the Company from April 2015 to December 2017. He holds directorships in certain subsidiaries of the Company.

As at the Latest Practicable Date, Mr. Yang was interested in an aggregate of 764,000 share options of the Company which are still outstanding. Such share options were granted by the Company on 11 November 2009, 28 October 2011 and 5 June 2014 under the Share Option Scheme.

Mr. Yang entered into a letter of appointment with the Company for the period from 27 October 2017 to 26 October 2020 in his capacity as an Executive Director, subject to certain early termination clauses of the letter. The appointment is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Company’s Articles. Pursuant to the letter of appointment, Mr. Yang is entitled to receive a monthly salary of RMB50,700 and discretionary annual management bonus, which was determined by the Board upon recommendations from remuneration committee of the Company with reference to his duties and responsibilities in the Company.

Save as disclosed above, Mr. Yang (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any listed public companies in the last three years.

Save as disclosed above, Mr. Yang has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– 10 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Gao Xiang

Mr. Gao, aged 53, joined the Group as General Manager in January 2009, was appointed as an Executive Director in September 2009 and was re-designated to be the Chairman of the Board from General Manger in April 2015. He graduated from the Tianjin University (天津大學), majoring in marine and vessel engineering, and is a senior engineer. From 1999 to 2008, Mr. Gao was the general manager of Tianjin CIMC North Ocean Containers Co., Ltd. (天津中集北洋 集裝箱有限公司), Tianjin CIMC Containers Co., Ltd. (天津中集集裝箱有限公司), Tianjin CIMC Logistics Equipment Co., Ltd. (天津中集物流裝備有限公司), Tianjin CIMC Vehicles Sales and Service Center (天津中集車輛物流裝備有限公司) and Tianjin CIMC Special Vehicles Co., Ltd. (天津中集專用車有限公司), respectively. Mr. Gao was also an assistant to the president of CIMC from 2004 to 2008, and is currently a vice president of CIMC and holds directorships in certain subsidiaries of CIMC. He holds directorships in certain subsidiaries of the Company.

As at the Latest Practicable Date, Mr. Gao was interested in an aggregate of 1,900,000 share options of the Company which are still outstanding. Such share options were granted by the Company on 11 November 2009, 28 October 2011 and 5 June 2014 under the Share Option Scheme.

Mr. Gao has renewed his appointment letter with the Company, under which he was appointed as an Executive Director and the chairman of the Board with a term of three years commencing on 1 January 2018, subject to certain early termination clauses of the letter. The appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company according to the Articles. Pursuant to the appointment letter, Mr. Gao is not entitled to any director’s fee under the letter of appointment.

Save as disclosed above, Mr. Gao (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any listed public companies in the last three years.

Save as disclosed above, Mr. Gao has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– 11 –

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Mr. Tsui Kei Pang

Mr. Tsui, aged 57, joined the Group as an Independent Non-executive Director since November 2009. He obtained a bachelor’s degree in law (Honours) and a master’s degree in law from The University of Hong Kong. He is a solicitor of Hong Kong, a China Appointed Attesting Officer and a Civil Celebrant of Marriages. Mr. Tsui is currently a partner of Gallant Y.T. Ho & Co. and specialises in Hong Kong and China cross-border commercial legal services. He is also the vice chairman of the Greater China Legal Affairs Committee of The Law Society of Hong Kong, an honorary legal adviser of The Hong Kong Real Estate Association as well as a member of China Committee of Hong Kong General Chamber of Commerce. Mr. Tsui was an independent non-executive director of China Huishan Dairy Holdings Company Limited (shares of which are listed on the Main Board of the Stock Exchange) from September 2013 to March 2017.

As at the Latest Practicable Date, Mr. Tsui was interested in an aggregate of 600,000 share options of the Company which are still outstanding. Such share options were granted by the Company on 11 November 2009, 28 October 2011 and 5 June 2014 under the Share Option Scheme.

Mr. Tsui has renewed his appointment letter with the Company, under which he was appointed as an independent non-executive Director with a term of three years commencing on 11 November 2015, subject to certain early termination clauses of the letter. The appointment is subject to retirement by rotation and re-election at the annual general meeting of the Company according to the Articles. Pursuant to the appointment letter, Mr. Tsui is entitled to receive a director’s fee of HKD220,000 per annum with effect from 1 April 2016, which is determined with reference to his experience and scope of duties as well as directors’ fees paid by comparable companies.

Save as disclosed above, Mr. Tsui (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company or other members of the Group; (iii) is not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) has not held any other directorships in any listed public companies in the last three years.

Save as disclosed above, Mr. Tsui has confirmed that there are no other matters that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules.

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

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 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) 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 Friday, 18 May 2018 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the directors’ and independent auditor’s reports for the year ended 31 December 2017.

2. To declare a final dividend in respect of 2017 of HKD0.08 per ordinary share.

3. (1) To re-elect Mr. Yang Xiaohu as director.

4. (2) To re-elect Mr. Gao Xiang as director.

5. (3) To re-elect Mr. Tsui Kei Pang as director.

6. (4) To authorise the board of directors to fix the remuneration of directors.

7. To re-appoint PricewaterhouseCoopers as auditor and to authorise the board of directors to fix the remuneration of auditor.

8. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (c) below, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with any unissued shares in the ordinary share capital of the Company and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares in the Company) which

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into shares in the Company) which might require the exercise of such powers after the end of the Relevant Period (as hereinafter defined);

• (c) the total number of shares of the Company allotted or issued or conditionally or unconditionally agreed to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) an issue of shares upon the exercise of the subscription rights attaching to any warrants which may be issued by the Company from time to time; or (iii) an issue of shares upon the exercise of options which may be granted under any option scheme or similar arrangement for the time being adopted or to adopt for the grant or issue to any officers, employees and/or directors of the Company and/or any of its subsidiaries and/or any other participants of such scheme or arrangement of shares or rights to acquire shares; or (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company; or (v) a specific authority granted by the shareholders of the Company in general meeting, shall not exceed 20 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the said approval shall be limited accordingly; and

• (d) for the purpose of this Resolution,

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution; and

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their then holdings of such shares (or, where appropriate, such other securities), subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company.”

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT :

• (a) subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the total number of shares in the Company repurchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period (as hereinafter defined) shall not exceed 10 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of this Resolution (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution) and the authority granted pursuant to paragraph (a) above shall be limited accordingly; and

• (c) for the purposes of this Resolution,

“ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this Resolution.”

• To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

“ THAT subject to the passing of Resolutions nos. 5 and 6 set out in the notice convening this meeting, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot, issue and deal with any unissued ordinary shares pursuant to Resolution no. 5 set out in the notice convening this meeting be and is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate representing the total number of shares of the Company repurchased by the Company under the authority granted pursuant to Resolution no. 6 set out in the notice convening this meeting, provided that such extended number of shares shall not exceed 10 per cent. of the total number of ordinary shares of the Company in issue as at the date of passing of Resolution no. 6 (such total number to be subject to adjustment in the case of any conversion of all or any of the shares in the Company into larger or smaller number of shares after the passing of this resolution).”

By order of the Board CIMC Enric Holdings Limited Gao Xiang Chairman

Hong Kong, 13 April 2018

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

Registered Office:

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

Principal 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. The audited consolidated financial statements and the directors’ and independent auditor’s reports for the year ended 31 December 2017 are contained in the Annual Report 2017, which is dispatched to the shareholders of the Company together with the circular of the Company dated 13 April 2018 (the “ Circular ”).

2. A member entitled to attend and vote at the Meeting 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.

3. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially 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 the Meeting or any adjourned meeting.

4. Completion and delivery of the form of proxy will not preclude a member of the Company from attending and voting in person at the Meeting if such member of the Company so desires.

5. To ascertain shareholders’ entitlements to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 14 May 2018 to Friday, 18 May 2018 (both days inclusive). All transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, not later than 4:30 p.m. on Friday, 11 May 2018.

6. To ascertain shareholders’ entitlements to the proposed final dividend relating to item no.2 in this notice, the register of members of the Company will be closed from Monday, 28 May 2018 to Friday, 1 June 2018 (both days inclusive). In order to qualify for the proposed final dividend, all share transfers accompanied by the relevant share certificates must be be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, not later than 4:30 p.m. on Friday, 25 May 2018.

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

1. With regard to item no.3 in this notice, the board of directors of the Company proposes that the retiring directors of the Company, namely Messrs. Mr. Yang Xiaohu, Mr. Gao Xiang and Mr. Tsui Kei Pang be re-elected as directors of the Company. Particulars of the said retiring directors are set out in Appendix II to the circular.

2. With regard to item no.6 in the notice, an explanatory statement as required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited is set out in Appendix I to the circular.

3. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

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

– 18 –