CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") 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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CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2039)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS
I. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND THE RULES OF PROCEDURE FOR THE GENERAL MEETINGS
The board of directors (the "Board") of China International Marine Containers (Group) Co., Ltd. (the "Company") convened the seventh meeting in 2021 of the ninth session of the Board on 29 March 2021, during which, among others, the resolutions on Proposed Amendments to the Articles of Association of China International Marine Containers (Group) Co., Ltd. (the "Articles of Association") and the Rules of Procedure for the General Meetings of China International Marine Containers (Group) Co., Ltd. (the "Rules of Procedure for the General Meetings") were considered and approved.
Given the changes in the registered capital of the Company and its business development, the Company intends to make amendments to certain articles of the Articles of Association and the Rules of Procedure for the General Meetings, details of which are set out in the appendix to this announcement.
Amendments to articles of the Articles of Association and the Rules of Procedure for the General Meetings are subject to the approval at the general meeting of the Company.
II. GENERAL
A general meeting will be held by the Company as and when appropriate for the shareholders to consider and, if thought fit, approve the resolutions on Proposed Amendments to the Articles of Association and the Rules of Procedure for the General Meetings. The notice of the general meeting and a circular containing details of the Proposed Amendments to the Articles of Association and the Rules of Procedure for the General Meetings will be despatched to the shareholders in due course.
This announcement is available for review on the website of the Company (http://www.cimc.com) and the website of the Hong Kong Stock Exchange (http://www.hkexnews.hk).
By order of the Board
China International Marine Containers (Group) Co., Ltd.
YU Yuqun
Company Secretary
Hong Kong, 29 March 2021
As at the date of this announcement, the Board of the Company comprises Mr. MAI Boliang (Chairman)
as an executive director; Mr. HU Xianfu (Vice-chairman), Mr. DENG Weidong and Mr. MING Dong
as non-executive directors; and Mr. HE Jiale, Mr. PAN Zhengqi and Ms. LUI FUNG Mei Yee, Mabel
as independent non-executive directors.
APPENDIX
The list of current and amended articles of the Articles of Association
Current Articles of the Articles of Association | Amended Articles of the Articles of Association |
Article 6 The registered capital of the Company is RMB3,584,504,382. | Article 6 The registered capital of the Company is RMB3,595,013,590. |
Article 20 After the inception of the Company, a total of 2,598,396,051 ordinary shares have been issued, including 1,167,915,542 domestic-listed domestic-invested shares and 1,430,480,509 domestic-listed foreign-invested shares. As approved by a special resolution passed at the shareholders' general meeting and authorized by securities regulatory bodies under the State Council, the Company's domestic-listed foreign-invested shares were migrated to and listed on The Stock Exchange of Hong Kong Limited by way of introduction and traded as overseas- listed foreign-invested shares. Following the aforesaid domestic-listed foreign-invested shares migrated to and listed on The Stock Exchange of Hong Kong Limited by way of introduction and traded as overseas-listed foreign-invested shares, the Company's share capital consists of 2,662,396,051 ordinary shares, among which 1,430,480,509 shares are held by holders of overseas-listed foreign-invested shares (H Shares) and 1,231,915,542 shares are held by holders of domestic-listed domestic-invested shares, representing 53.73% and 46.25% of the total number of issued ordinary shares of the Company respectively. As of 31 December 2019, under the shareholding structure of the Company, there are 3,584,504,382 ordinary shares, including 1,524,612,452 domestic-listed domestic-invested shares and 2,059,891,930 overseas-listed foreign-invested shares (H Shares), representing 42.53% and 57.47% of the total number of issued ordinary shares of the Company respectively. | Article 20 After the inception of the Company, a total of 2,598,396,051 ordinary shares have been issued, including 1,167,915,542 domestic-listed domestic-invested shares and 1,430,480,509 domestic-listed foreign-invested shares. As approved by a special resolution passed at the shareholders' general meeting and authorized by securities regulatory bodies under the State Council, the Company's domestic-listed foreign-invested shares were migrated to and listed on The Stock Exchange of Hong Kong Limited by way of introduction and traded as overseas- listed foreign-invested shares. Following the aforesaid domestic-listed foreign-invested shares migrated to and listed on The Stock Exchange of Hong Kong Limited by way of introduction and traded as overseas-listed foreign-invested shares, the Company's share capital consists of 2,662,396,051 ordinary shares, among which 1,430,480,509 shares are held by holders of overseas-listed foreign-invested shares (H Shares) and 1,231,915,542 shares are held by holders of domestic-listed domestic-invested shares, representing 53.73% and 46.25% of the total number of issued ordinary shares of the Company respectively. As of 31 December 2020, under the shareholding structure of the Company, there are 3,595,013,590 ordinary shares, including 1,535,121,660 domestic-listed domestic-invested shares and 2,059,891,930 overseas-listed foreign-invested shares (H Shares), representing 42.70% and 57.30% of the total number of issued ordinary shares of the Company respectively. |
Current Articles of the Articles of Association | Amended Articles of the Articles of Association |
Article 63 The shareholders' general meeting is the organ of power of the Company and shall lawfully exercise its powers as follows: ...... (9) make a resolution on the issuance of shares, bonds and other financing instruments by the Company; ...... | Article 63 The shareholders' general meeting is the organ of power of the Company and shall lawfully exercise its powers as follows: ...... (9) make a resolution on the issuance of bonds by the Company; ...... |
The list of current and amended articles of the Rules of Procedure for the General Meetings
Current Article of the Rules of Procedure for the General Meetings | Amended Article the Rules of Procedure for the General Meetings |
Article 11 The general meeting is the organ of power of the Company and exercises the following functions and powers according to laws: ...... (ix) making resolution on the issuance of shares, bonds and other financing instruments; ...... | Article 11 The general meeting is the organ of power of the Company and exercises the following functions and powers according to laws: ...... (ix) making resolution on the issuance of bonds; ...... |
Other than the above amendments, the contents of other articles in the Articles of Association and the Rules of Procedure for the General Meetings remain unchanged.
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CIMC - China International Marine Containers (Group) Co. Ltd. published this content on 29 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2021 14:19:06 UTC.
