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CIMC Enric Holdings Limited Share Issue/Capital Change 2013

May 7, 2013

50919_rns_2013-05-07_046efb1e-05ba-4b9a-ad31-24df3931794b.pdf

Share Issue/Capital Change

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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 announcement, 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 announcement.

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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)

VOLUNTARY ANNOUNCEMENT

CONVERSION OF PREFERENCE SHARES INTO ORDINARY SHARES

On 7 May 2013, the Company received a conversion notice from China International Marine Containers (Hong Kong) Limited ( “CIMC HK” ), a subsidiary of China International Marine Containers (Group) Co., Ltd. ( “CIMC” ) being the controlling shareholder of the Company and being a company listed on the main board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange” ) (stock code: 2039), for converting 495,000,000 preference shares of the Company held by CIMC HK into ordinary shares of HK$0.01 each in the ordinary share capital of the Company.

As stated in the articles of association of the Company (the “Articles” ), among others, the holders of preference shares are entitled to participate pari passu in any dividends payable to the holders of ordinary shares on a pro rata as-if-converted basis, but shall not be entitled to vote at general meetings of the Company except for certain situations set out in the Articles. Moreover, the preference shares are convertible into ordinary shares on a one for one basis. The conversion shall be effected by way of re-designation which means the preference shares to be converted shall be automatically be re-classified and re-designated as ordinary shares without the further approval of the shareholders on the date of conversion.

Upon receipt of the conversion notice, 495,000,000 ordinary shares of the Company will be issued to CIMC HK, and the Company will no longer have any preference shares in issue. The conversion will take place on 7 May 2013 (after trading hours).

Details of shareholding structure of the Company immediately before and after the conversion are set out below:

  • 1 -
Charm Wise
Limited_(Note 1)
CIMC HK
(Note 1)
CIMC indirectly
held
P.G.M. Holding B.V.
(Note 2)
Mr. Zhao Qingsheng
(Note 3)_
Public
Total
Immediately before the conversion
Number of
ordinary
shares held
% of
issued
ordinary
shares
Number of
preference
shares held
% of
issued
preference
shares
190,703,000
13.75%
-
-
636,632,645
45.89%
495,000,000
100%

827,335,645
59.64%
495,000,000
100%

87,985,085
6.34%
-
-
214,000
0.02%
-
-
471,766,792
34.00%
-
-
1,387,301,522
100%
495,000,000
100%
Immediately after the conversion Immediately after the conversion Immediately after the conversion
Number of
ordinary
shares held
% of
issued
ordinary
shares
190,703,000
13.75%
636,632,645
45.89%

827,335,645
59.64%

87,985,085
6.34%
214,000
0.02%
471,766,792
34.00%
1,387,301,522
100%
Number of
ordinary
shares held
% of
issued
ordinary
shares
10.13%
60.12%
70.25%
4.67%
0.01%
25.07%
**100% **
Number of
preference
shares held
190,703,000
1,131,632,645
-
-
1,322,335,645
87,985,085
214,000
471,766,792
-
-
-
-
1,882,301,522 -

Notes:

  1. Charm Wise Limited and CIMC HK are wholly-owned subsidiary of CIMC.

  2. P.G.M. Holding B.V. is controlled by Mr. Petrus Gerardus Maria van der Burg, a director of the Company.

  3. Mr. Zhao Qingsheng is a director of the Company.

By order of the Board CIMC Enric Holdings Limited Cheong Siu Fai Company Secretary

Hong Kong, 7 May 2013

As at the date of this announcement, the Board consists of Mr. Zhao Qingsheng (Chairman), Mr. Gao Xiang (General Manager), Mr. Jin Jianlong and Mr. Yu Yuqun as executive directors; Mr. Jin Yongsheng and Mr. Petrus Gerardus Maria van der Burg as non-executive directors; and Mr. Wong Chun Ho, Mr. Tsui Kei Pang and Mr. Zhang Xueqian as independent non-executive directors.

  • 2 -