THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 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 your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Merchants Holdings (International) Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00144) ADOPTION OF THE NEW ARTICLES OF ASSOCIATION RE-ELECTION OF RETIRING DIRECTORS MANDATE TO GRANT OPTIONS AND GENERAL MANDATES TO BUY BACK AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING Terms used in this cover shall have the same meanings as defined in this circular. A letter from the Board is set out on pages 3 to 6 of this circular. A notice convening the AGM of China Merchants Holdings (International) Company Limited to be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 23 May 2014 at 9:30 a.m. is set out on pages 66 to 71 of this circular. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and return the same to the share registrars of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return the form of proxy will not preclude you from attending and voting at the AGM or any adjournment hereof should you so wish. 17 April 2014

2 CONTENTS DEFINITIONS... 1 LETTER FROM THE BOARD... 3 Introduction... 3 Proposed Adoption of the New Articles of Association... 4 Re-election of Retiring Directors... 4 Mandate to Grant Options and General Mandates to Buy Back and Issue Shares... 4 Annual General Meeting... 5 Recommendation... 6 Responsibility Statement... 6 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION... 7 APPENDIX II APPENDIX III DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION APPENDIX IV EXPLANATORY STATEMENT IN RELATION TO THE BUY-BACK MANDATE NOTICE OF ANNUAL GENERAL MEETING i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: AGM AGM Notice Articles of Association associate(s) Board CMG Company connected person(s) Director(s) Group HK$ Hong Kong Latest Practicable Date Listing Rules Memorandum Model Articles the annual general meeting of the Company to be convened to approve (i) the adoption of the new Articles of Association, (ii) the re-election of retiring Directors and (iii) the grant of mandate to grant options and general mandates for buy-back and issue of shares the notice dated 17 April 2014 convening the AGM as set out in this circular the articles of association of the Company has the meaning ascribed to it in the Listing Rules the board of Directors China Merchants Group Limited, a company incorporated in the PRC and the ultimate holding company of the Company China Merchants Holdings (International) Company Limited, a company incorporated in Hong Kong with limited liability and whose ordinary shares are listed on the Main Board of the Stock Exchange has the meaning ascribed to it in the Listing Rules the director(s) of the Company the Company together with its subsidiaries Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC 13 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein The Rules Governing the Listing of Securities on the Stock Exchange the memorandum of association of the Company Model Articles for Public Companies Limited by Shares, as set out in Schedule 1 to the Companies (Model Articles) Notice, Chapter 622H of the Laws of Hong Kong 1

4 DEFINITIONS New Companies Ordinance PRC Previous Companies Ordinance SFO Share Option Scheme Shareholders Share(s) Stock Exchange Takeovers Code the Companies Ordinance, Chapter 622 of the Laws of Hong Kong The People s Republic of China which, for the purpose of this circular excludes Hong Kong, the Macau Special Administrative Region and Taiwan the previous Companies Ordinance, Chapter 32 of the Laws of Hong Kong, renamed as the Companies (Winding Up and Miscellaneous Provisions) Ordinance effective from 3 March 2014 the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) the share option scheme adopted at the extraordinary general meeting of the Company held on 9 December 2011 the shareholders of the Company ordinary share(s) in the capital of the Company The Stock Exchange of Hong Kong Limited the Hong Kong Code on Takeovers and Mergers 2

5 LETTER FROM THE BOARD (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 00144) Executive Directors: Dr. FU Yuning (Chairman) Mr. LI Jianhong (Vice Chairman) Mr. LI Yinquan Mr. HU Zheng Mr. MENG Xi Mr. SU Xingang Mr. YU Liming Mr. HU Jianhua (Managing Director) Mr. WANG Hong Mr. ZHENG Shaoping Registered Office: 38th Floor China Merchants Tower Shun Tak Centre Connaught Road Central Hong Kong Independent non-executive Directors: Mr. KUT Ying Hay Mr. LEE Yip Wah Peter Mr. LI Kwok Heem John Mr. LI Ka Fai David Mr. BONG Shu Ying Francis 17 April 2014 To the Shareholders Dear Sir or Madam, ADOPTION OF THE NEW ARTICLES OF ASSOCIATION RE-ELECTION OF RETIRING DIRECTORS MANDATE TO GRANT OPTIONS AND GENERAL MANDATES TO BUY BACK AND ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING 1 INTRODUCTION Reference is made to the announcement of the Company dated 31 March 2014, whereby the Board announced, among other things, that the Company proposed to adopt the new Articles of Association to reflect changes resulting from the New Companies Ordinance. 3

6 LETTER FROM THE BOARD The purpose of this circular is to give Shareholders information on matters to be dealt with at the AGM, which include the following proposals: (i) the adoption of the new Articles of Association, (ii) the re-election of retiring Directors and (iii) the grant of mandate to grant options and the renewal of the general mandates for buy-back and issue of shares, as set out in the AGM Notice. This circular also sets out an explanatory statement in relation to the proposed adoption of the new Articles of Association and a draft proposed new Articles of Association, provides particulars of Directors subject to re-election and sets out an explanatory statement regarding the buy-back mandate, as required to be sent to the Shareholders under the Listing Rules. This circular also constitutes the memorandum required under section 239 of the New Companies Ordinance. 2 PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION The New Companies Ordinance became effective on 3 March In response to the introduction of the New Companies Ordinance, it is proposed that a number of amendments be made to the existing Articles of Association. At the same time, it is also proposed that minor housekeeping amendments be made to the existing Articles of Association. An explanatory statement which outlines the reasons for the proposed amendments to the Articles of Association are set out in Appendix I to this circular, and a draft proposed new Articles of Association is set out in Appendix II to this circular. The Board would like to take this opportunity to propose that a new Articles of Association incorporating the relevant amendments be adopted to replace the existing Articles of Association. 3 RE-ELECTION OF RETIRING DIRECTORS As at the Latest Practicable Date, the Board comprises Dr. Fu Yuning, Mr. Li Jianhong, Mr. Li Yinquan, Mr. Hu Zheng, Mr. Meng Xi, Mr. Su Xingang, Mr. Yu Liming, Mr. Hu Jianhua, Mr. Wang Hong and Mr. Zheng Shaoping who are the executive directors, Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Kwok Heem John, Mr. Li Ka Fai David, and Mr. Bong Shu Ying Francis who are the independent non-executive directors. Pursuant to Article 91 of the existing Articles of Association, Mr. Zheng Shaoping, Mr. Kut Ying Hay, Mr. Lee Yip Wah Peter, Mr. Li Kwok Heem John and Mr. Li Ka Fai David shall retire from office by rotation at the AGM and shall be eligible and offer themselves for re-election. Details of the Directors proposed to be re-elected at the AGM are set out in Appendix III to this circular. 4 MANDATE TO GRANT OPTIONS AND GENERAL MANDATES TO BUY BACK AND ISSUE SHARES Under section 141 of the New Companies Ordinance, directors of a company shall not, without shareholders prior approval in general meeting, allot new shares or grant rights to subscribe for, or to convert any security into shares in the company. The Company has a Share Option Scheme which was approved by the Shareholders on 9 December 2011 under which the Directors may grant to any 4

7 LETTER FROM THE BOARD participants of the Share Option Scheme share options to subscribe for Shares, subject to the terms and conditions as stipulated therein. Therefore, the Directors propose to seek the approval of the Shareholders at the AGM to grant to the Directors an unconditional mandate to grant share options under the Share Option Scheme, as set out in item 5A of the AGM Notice. In addition, the Directors propose to seek the approval of the Shareholders at the AGM for the grant of: (a) the Buy-back Mandate (as defined in Appendix IV to this circular) to buy back Shares up to a maximum of 10% of the Shares in issue as at the date of passing of the relevant resolutions, as set out in item 5C of the AGM Notice; (b) the issue mandate to issue Shares up to a maximum of 20% of the Shares in issue as at the date of passing of the relevant resolutions, as set out in item 5B of the AGM Notice; and (c) authority to the Directors to increase the maximum number of new Shares which may be issued under the general issue mandate (as referred to in paragraph (b) above) by adding to it the number of the Shares bought back pursuant to the Buy-back Mandate (as referred to in paragraph (a) above), as set out in item 5D of the AGM Notice. An explanatory statement containing all information required pursuant to Rule 10.06(1)(b) of the Listing Rules is set out in Appendix IV to this circular. As at the Latest Practicable Date, 2,527,004,412 Shares were in issue. On the basis of such figure, the Directors would be authorised to issue up to 505,400,882 Shares during the period up to the next annual general meeting in 2015 or the expiration of the period within which the next annual general meeting of the Company is required by law to be held or the revocation or variation of the general issue mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first. 5 ANNUAL GENERAL MEETING The AGM will be held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 23 May 2014 at 9:30 a.m., to consider and, if thought fit, to approve (i) the adoption of the new Articles of Association, (ii) the re-election of retiring Directors and (iii) the grant of mandate to grant options and the renewal of the general mandates for buy-back and issue of shares. The AGM Notice is set out on pages 66 to 71 of this circular. The register of members of the Company will be closed from Friday, 16 May 2014 to Friday, 23 May 2014 (both days inclusive) during which no transfer of Shares will be registered. In order to qualify to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates and transfer forms must be lodged with the Company s Share Registrars, Computershare Hong Kong Investor Services Limited, at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 15 May

8 LETTER FROM THE BOARD 6 RECOMMENDATION The Directors believe that the proposal for (i) the adoption of the new Articles of Association, (ii) the re-election of retiring Directors and (iii) the grant of the mandate to grant options and the renewal of the general mandates for buy-back and issue of Shares are in the best interest of the Company and the Shareholders as a whole. The Board recommends the Shareholders to vote in favour of all related resolutions to be proposed at the AGM. 7 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. Yours faithfully By Order of the Board China Merchants Holdings (International) Company Limited Fu Yuning Chairman 6

9 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION This appendix serves as an explanatory statement which outline the reasons for the amendments proposed to the made to the existing Articles of Association. I. ABOLITION OF THE MEMORANDUM The memorandum of association of a company is abolished under the New Companies Ordinance, and all conditions of the memorandum which were in force immediately prior to the commencement of the New Companies Ordinance are regarded as provisions of the company s articles (section 98(1) of the New Companies Ordinance), except that the condition relating to the amount of registered share capital of the company and its division into shares of a fixed amount is deemed deleted under the New Companies Ordinance (section 98(4) of the New Companies Ordinance). Given the above, it is proposed that relevant conditions or information in the existing Memorandum be retained as part of the Articles of Association and are included expressly in the Articles of Association rather than solely relying on the deeming provisions under the New Companies Ordinance. II. AMENDMENTS TO THE ARTICLES OF ASSOCIATION It is proposed that the existing Articles of Association will be replaced in their entirety by the new Articles of Association. Set out below are the principal differences between the existing Articles of Association and the new Articles of Association. 1 Amendments made in response to the changes introduced by the New Companies Ordinance (a) Introductory paragraph and the table setting out the information on the initial subscribers Draft Article 1 dis-applies the Model Articles and includes certain provisions contained in the existing Memorandum. It is proposed that the table from the Memorandum which sets out the information on the initial subscribers of the Company be incorporated at the end of the proposed new Articles of Association. This table includes information regarding the initial shareholding of the Company (which is contained in the existing Memorandum). (b) Share warrants to bearer Section 139 of the New Companies Ordinance repeals the power of companies to issue share warrants to bearer. Draft Articles 5 and 119 reflect this change. 7

10 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION (c) Directors powers to deal with securities of the Company Draft Article 5 is amended to reflect the position under section 141 of the New Companies Ordinance which provides that directors are only permitted to allot shares or grant other rights with members approval. (d) Nominal value and authorised share capital The concepts of nominal value and authorised share capital are abolished under the New Companies Ordinance. Therefore, provisions which relate to or make references to these concepts and related concepts, including unissued shares, par, nominal value, nominal amount, premium, discount, share premium account, capital redemption reserve fund and subscription rights reserve are re-drafted or deleted as appropriate. Draft Articles 8, 15, 19, 39, 43, 85(4), 123 and 124 are amended to remove the reference to these concepts. The defined terms in relation to the payment of shares in draft Article 2, such as fully paid up, partly paid up are inserted as necessary in order to align with the position under the New Companies Ordinance. (e) Variation of class rights Draft Article 8 is amended to reflect (a) the changes introduced by section 180(3)(a) of the New Companies Ordinance which requires the written consent of holders representing at least 75 per cent. of the total voting rights of holders of shares in a class to be provided in order for the rights of that class to be varied; and (b) the changes introduced by section 623(4) of the New Companies Ordinance in relation to the quorum requirements for a variation of class rights meeting. (f) Issue of share certificate Draft Article 10 reflects the position under sections 144(1) and 155(2)(b) of the New Companies Ordinance which provides that a public company must have the relevant share certificate ready for delivery within 2 months after allotment or 10 business days after the day on which a transfer is lodged with the company, subject to certain conditions. (g) Directors power to decline to register transfers without giving reasons Existing Article 28 allows the Directors to decline to register transfers without giving any reason. Section 151(3) of the New Companies Ordinance now requires a company to provide a statement of reasons when a share transfer is refused, if requested by the transferee or the transferor. Draft Articles 27 and 28 remove the power of the Directors to decline registration without reason to reflect this requirement. 8

11 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION (h) Rights of unregistered personal representative, trustee in bankruptcy, etc. The default position in the New Companies Ordinance (section 574(2)) allows any person who is entitled to a share in consequence of the death or bankruptcy of a member to receive notice of a general meeting of the company, provided that such person has notified the company of his entitlement. Draft Article 35 is amended to specify the rights conferred upon such persons in order to bring the Company s position in line with the approach under the New Companies Ordinance. (i) Stock Existing Article 39 gives the Company the power to convert its shares into stock under the Previous Companies Ordinance. This power is repealed under section 138 of the New Companies Ordinance. As such, this provision is removed in the proposed new Articles of Association. All references in the existing Articles of Association to stock are also removed to align the proposed new Articles of Association with the position of the New Companies Ordinance. (j) Alteration of capital Existing Article 43 provides for the consolidation, cancellation and sub-division of the shares of the Company as section 53 of the Previous Companies Ordinance required companies wishing to have these powers to specifically provide for them in their articles. Section 170 of the New Companies Ordinance modifies the position under the Previous Companies Ordinance and gives a company the statutory power to alter its share capital in a number of ways, subject to any exclusion or restriction in the company s articles (section 170(8) of the New Companies Ordinance). In order to streamline the provisions in the proposed new Articles of Association and to align them with section 170 of the New Companies Ordinance, draft Article 37 is amended to reflect the default position in the New Companies Ordinance regarding alteration of capital and existing Article 43 has been deleted in its entirety. (k) Meeting procedures The concept of an extraordinary general meeting is not retained under the New Companies Ordinance, and all general meetings of a company (other than its annual general meetings) are simply referred to as general meetings. Draft Articles 41 and 42 reflect this change. Draft Article 41 incorporates by reference the requirements in relation to the holding of annual general meetings set out in section 610 of the New Companies Ordinance. Draft Article 43 reflects the changes introduced by section 571(1)(b)(i) of the New Companies Ordinance which provides that the notice period for all general meetings of a limited company (except annual general meetings) is 14 days. New provisions are included in draft Articles 44 and 48 to allow for general meetings to be held in two or more places (which is permissible under section 584 of the New Companies Ordinance). Draft Article 45 is inserted to set out the content requirements in a notice of general meeting under the section 576 of the New Companies Ordinance. 9

12 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION (l) Special business Existing Articles 49, 51 and 74 refers to special business that is transacted at a meeting of the Company. As the concept of special business is not included in the New Companies Ordinance, the reference to special business is removed. (m) Poll Section 591(2)(b) of the New Companies Ordinance reduces the threshold requirement for members to demand a poll from 10 per cent. to 5 per cent. of all the members having the right to vote at that meeting. Draft Article 54(c) reflects this change. Further, the provision in Existing Article 58(d), which allows members holding not less than 10 per cent. of the total paid up share capital to demand a poll, is removed in the proposed new Articles of Association to align with the position under the New Companies Ordinance. (n) Members written resolutions Draft Article 61 reflects the changes introduced by section 556 of the New Companies Ordinance which allows eligible members to pass a written resolution by signifying their agreement to it. It also incorporates by reference the definitions of eligible members and circulation date which are set out in section 547 of the New Companies Ordinance. (o) Proxy arrangements The changes in proxy arrangements in the draft Articles are as follows: (i) Draft Article 69 is expanded to reflect the position under section 588(2) of the New Companies Ordinance that, on a vote by show of hands, if a member appoints more than one proxy, none of the proxies so appointed are entitled to vote. (ii) Draft Articles 69 and 70 allow documents relating to proxies to be in electronic form, which reflects the position under the New Companies Ordinance. (iii) Draft Articles 70 and 72 reflect the changes introduced by section 598 of the New Companies Ordinance which sets out the notice periods for appointing a proxy, and clarify that (a) the calculation of notice periods excludes public holidays in Hong Kong, which reflects the position under the New Companies Ordinance; and (b) only documents (e.g. proxy, written notice etc.) actually received by the Company shall be taken into account by the Company. Public holiday is inserted as a definition in the draft Articles under draft Article 2. 10

13 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION (p) Declaration of material interest by Directors Existing Article 103 currently requires a Director to declare his material interests in any actual or proposed contract, arrangement or transaction with the Company. The scope of the declaration requirement for a public company is extended under the New Companies Ordinance (Part 11, Division 5) to include any actual or proposed transaction, arrangement or contract between the Company on the one hand and a director and/or his connected entities (as defined in the New Companies Ordinance) on the other hand. The New Companies Ordinance also prescribes for specific timing and other procedural requirements for the director s declaration of interests. Draft Articles 101 and 109 reflect the New Companies Ordinance position and incorporates the relevant procedural requirements. (q) Use of seal and execution of documents Section 127(5) of the New Companies Ordinance allows documents executed in a specified manner to have the same effect as if they had been executed under seal. Draft Articles 10(b) and 114 (in relation to the issue of share certificates) reflect the flexible approach under the New Companies Ordinance, subject to applicable law and regulations. In addition, draft Article 114 is expanded to mirror the general position under the New Companies Ordinance in relation to the execution of documents that previously required sealing. (r) Reporting documents Draft Article 129 is amended to adopt the new terminology used in the New Companies Ordinance for various financial documents that the Directors are required to prepare and put forward in the annual general meeting of the Company, for example, reporting documents instead of relevant financial documents. (s) Means of communication Generally, the proposed new Articles of Association allow communications by electronic means, and references to telex and telegram as a means of communication are removed because of its archaic nature. Draft Articles 131 to 133 clarify the means of communication by the Company and when notice or document is deemed to be served. (t) Directors insurance Section 468 of the New Companies Ordinance allows the Company to take out and maintain insurance for a director of an associated company of the Company. Draft Article 138(2) was inserted to give the Company the flexibility to maintain insurance for its Directors, officers or directors of its associated companies. 11

14 APPENDIX I EXPLANATORY STATEMENT IN RELATION TO THE PROPOSED ADOPTION OF THE NEW ARTICLES OF ASSOCIATION 2 Amendments made for minor housekeeping purposes (a) Meaning of in electronic form and mental incapacity The existing Articles of Association uses the term electronic means when referring to communications which are transmitted electronically. In the proposed new Articles of Association, references to a document being transmitted by electronic means are replaced by the expression in electronic form, which is a defined term in the New Companies Ordinance and all new clauses relating to documents transmitted electronically uses the term in electronic form. This aligns the proposed new Articles of Association with the position under the New Companies Ordinance. The references to unsound mind in the existing Articles of Association are archaic. In order to modernize the language, these references are replaced by mental incapacity in draft Article 64 in accordance with its meaning under section 2(1) of the Metal Health Ordinance. This is in line with the approach adopted by the Model Articles. (b) Directors resolutions in writing In order to facilitate the Directors decision-making process, draft Article 108 provides that a written notification of confirmation given by a Director to the Board by any means (which includes electronic means) shall be deemed to be his signature to a written resolution by Directors. (c) Other housekeeping changes For the clarity and consistency of the proposed new Articles of Association, there are other minor differences between the proposed new Articles of Association and the existing Articles of Association which are housekeeping in nature. 3 Other changes Pursuant to the consultation conclusions on review of the corporate governance code and associated Listing Rules published by the Stock Exchange in October 2011, with effect from 1 January 2012, Rule of the Listing Rules was amended to remove the five per cent. threshold for voting on a resolution in which a director has an interest. Existing Article 111(1)(c) is removed in the proposed new Articles of Association to align with the position under the Listing Rules. 12

15 ARTICLES OF ASSOCIATION (Inclusive of alterations made up to 23th May, 2014) OF CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED Incorporated the 28th day of May,

16 Company No THE COMPANIES ORDINANCE (CHAPTER 622) SPECIAL RESOLUTION OF CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED PASSED ON THE 23TH DAY OF MAY, 2014 At the Annual General Meeting of the above-named Company held at JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 23 May 2014 at 9:30 a.m., the following resolution was duly passed as a Special Resolution: SPECIAL RESOLUTION THAT the new Articles of Association of the Company produced at the meeting and marked A by the Chairman of the meeting for the purpose of identification (which, among other things, do not include any objects clauses of the memorandum of association currently contained in the existing Memorandum and Articles of Association of the Company as amended by the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) when it came into force), be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, such existing Memorandum and Articles of Association of the Company. (Sd.) [ ] [Name] ([Capacity]) 14

17 Company Registration No COMPANIES ORDINANCE (Chapter 32) SPECIAL RESOLUTION OF CHINA MERCHANTS HAI HONG HOLDINGS COMPANY LIMITED PASSED ON 29TH MAY 1997 At the Annual General Meeting of the above named Company held at Taishan Room, 5th Floor, Island Shangri-La Hong Kong, at 10:00 a.m. on Thursday 29th May 1997 the following resolution was duly passed as a SPECIAL RESOLUTION: THAT the name of the Company be changed to CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED. (Sd.) Li Yin Fei Chairman of the Meeting 15

18 THE COMPANIES ORDINANCE (CHAPTER 32) Registration No SPECIAL AND ORDINARY RESOLUTIONS HAI HONG HOLDINGS COMPANY LIMITED ( ) Passed on the 26th day of June, 1992 At an Extraordinary General Meeting of shareholders of the Company duly convened and held at 15th Floor, Three Exchange Square, Central, Hong Kong on Friday, the 26th day of June, 1992 at 10:35 a.m., the following resolutions were duly passed as Special and Ordinary Resolutions of the Company: SPECIAL RESOLUTIONS (1) THAT the Company be converted into a public company. (2) THAT the Articles of Association, a copy of which was tabled at the meeting marked A and signed by the Chairman for the purpose of identification, be and are hereby adopted as the new Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association. ORDINARY RESOLUTIONS (3) THAT in accordance with Article 46 (b) of the existing Articles of Association of the Company the existing 7,500 issued shares of $1.00 each and the existing 2,500 unissued shares of $1.00 each in the share capital of the Company be and are hereby subdivided into 100,000 shares of $0.10 each. (4) THAT conditional on the Listing Committee of The Stock Exchange of Hong Kong Limited ( the Stock Exchange ) granting listing of and permission to deal in the shares of HK$0.10 each of the Company ( Shares ) in issue, and the Shares to be issued as mentioned in the prospectus of the Company intended to be dated and issued generally on the 30th day of June, 1992 (the Prospectus ), a printed proof of which was tabled at the meeting marked 16

19 B and signed by thc Chairman for the purpose of identification, (and such listing and permission not being revoked prior to the despatch of the definitive share certificates) and agreeing to grant listing of and permission to deal in any Shares which may fall to be issued upon the exercise of the subscription rights attaching to the Warrants (as hereinafter defined) and on the obligations of Peregrine Capital Limited, China Development Finance Co., (H.K.) Ltd., U.B. Securities Limited and Paribas Asia Limited under an underwriting agreement to be made with the Company, referred to in Appendix VII of the Prospectus, a draft of which was tabled at the meeting marked C and signed by the Chairman for the purpose of identification, being unconditional and not being terminated in accordance with the terms thereof or otherwise, in each case on or before 30th July, 1992: 4.1 the authorised share capital of the Company be and is increased from $10, to $50,000, by the creation of an additional 499,900,000 Shares ranking pari passu with the existing issued and unissued Shares in all respects; 4.2 the proposed offer by the Company for subscription of 61,250,000 new Shares (the New Issue ) at a price of $1.50 per Share upon the terms as set out in the Prospectus be and is hereby approved and the directors of the Company be and they are hereby unconditionally authorised to effect the same and to allot and issue the new Shares pursuant thereto; 4.3 the creation of warrants conferring rights to subscribe up to $88,200, in cash for shares at an initial subscription price of $1.80 per Share (subject to adjustment) at any time between 15th July, 1992 and 30th June, 1994 both dates inclusive as set out in an instrument by way of deed poll constituting the warrants (the Warrants ) in the document marked D now produced to the meeting and signed by the Chairman for the purpose of identification be and is hereby approved and that any two of the directors of the Company be and are hereby authorised to execute the same under the Common Seal of the Company and that the directors of the Company be and are hereby authorised to issue the Warrants to holders of Shares on the register of members after completion of the New Issue and the capitalisation issue referred to in Resolution (5) in the proportion of one Warrant for every five shares then held and to allot and issue any Shares which may fall to be issued on the exercise of the subscription rights attaching to the Warrants; and 4.4 conditionally on the Listing Committee of the Stock Exchange granting listing of and permission to deal in the shares to be issued pursuant to the share option scheme (the Share Option Scheme ) for directors and employees of the Company and its subsidiaries (a copy of which has been submitted to the meeting marked E and signed by the Chairman for the purpose of identification), the Share Option Scheme be and is hereby approved and that the directors of the Company be and they are hereby authorised to implement the same and to issue and allot Shares to directors and employees pursuant thereto. 17

20 (5) 5.1 THAT subject to and conditional upon the share premium account of the Company being credited as a result of the New Issue, the directors be and are hereby authorised to allot and issue a total of 183,675,000 Shares credited as fully paid up at par to the holders of shares on the register of members of the Company in proportion as nearly as may be to their respective shareholdings as at the close of business on 26th June, 1992 (or as they may direct) by way of capitalisation of the sum of $18,367, standing to the credit of the share premium account of the Company. (6) 6.1 THAT subject to paragraph 6.3 and pursuant to section 57B of the Companies Ordinance, the exercise by the directors during the Relevant Period (as defined in paragraph 6.4 below) of all powers of the Company to allot shares and to make and grant offers, agreements and options which would or might require shares to be allotted be and is hereby generally and unconditionally approved; 6.2 the approval mentioned in paragraph 6.1 shall authorise the directors during the Relevant Period to make and grant offers, agreements and options which would or might require shares to be allotted after the end of the Relevant Period; 6.3 the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors pursuant to the approval mentioned in paragraph 6.1, otherwise than pursuant to shares issued as a result of a Rights Issue or pursuant to the exercise of options granted under the Share Option Scheme or of subscription rights attaching to the Warrants, shall not exceed 20 per cent. of the aggregate nominal amount of the enlarged issued share capital of the Company in issue and to be issued as mentioned in the Prospectus and the said approval shall be limited accordingly; and 6.4 for the purposes of this Resolution (6): Relevant Period means the period from the passing of this Resolution until whichever is the earlier of: (a) (b) (c) the conclusion of the next annual general meeting of the Company; the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders in general meeting; or 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 law of Hong Kong to be held. Rights Issue means an offer of shares open for a period fixed by the directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong). 18

21 (7) 7.1 THAT the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to purchase Shares and Warrants, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved; 7.2 the aggregate nominal amount of Shares to be purchased by the Company pursuant to the approval mentioned in paragraph 7.1 shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of this resolution and as enlarged by (i) the New Issue and (ii) the capitalisation issues mentioned in paragraphs 4.4 and (5) and the maximum number of Warrants that may be repurchased pursuant to the approval mentioned in paragraph 7.1 above shall not exceed 10 per cent of the Warrants in issue immediately following the issue of the Warrants on the terms and conditions of the Prospectus and the said approval shall be limited accordingly; and 7.3 for the purpose of this Resolution (7): Relevant Period means the period from the passing of this Resolution until whichever is the earlier of: (a) (b) (c) the conclusion of the next annual general meeting of the Company; the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; or the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Associations of the Company or any applicable law of Hong Kong to be held; and 7.4 the authority granted to the directors of the Company under Resolution (6) be and is hereby enlarged by the aggregate nominal amount of the share capital of the Company purchased pursuant to the authority granted under this Resolution (7) at any time between the passing of this Resolution (7) and the exercise of the powers granted under Resolution (6). (Sd.) Chan Wei Wah Chairman 19

22 No [COPY] COMPANIES ORDINANCE (CHAPTER 32) 32 CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that CHINA MERCHANTS HAI HONG HOLDINGS COMPANY LIMITED having by special resolution changed its name, is now incorporated under the name of CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED Issued by the undersigned on 16 June (Sd.) MISS H. CHANG... for Registrar of Companies Hong Kong ( ) 20

23 No [COPY] CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that HAI HONG HOLDINGS COMPANY LIMITED having by special resolution changed its name, is now incorporated under the name of CHINA MERCHANTS HAI HONG HOLDINGS COMPANY LIMITED Given under my hand this Twenty-Eighth day of July One Thousand Nine Hundred and Ninety Four. (Sd.) MRS. R. CHUN... P. Registrar of Companies Hong Kong ( ) 21

24 No [COPY] CERTIFICATE OF INCORPORATION ON CHANGE OF NAME I hereby certify that ATTINGTON INVESTMENT LIMITED having by special resolution changed its name, is now incorporated under the name of HAI HONG HOLDINGS COMPANY LIMITED Given under my hand this Twenty-fifth day of February One Thousand Nine Hundred and Ninety-two. (Sd.) Mrs. V. Yam... P. Registrar General (Registrar of Companies) Hong Kong ( ) 22

25 No [COPY] CERTIFICATE OF INCORPORATION I HEREBY CERTIFY that ATTINGTON INVESTMENT LIMITED is this day incorporated in Hong Kong under the Companies Ordinance, and that this company is limited. GIVEN under my hand this Twenty-eighth day of May, One Thousand Nine Hundred and Ninety-one. (Sd.) Mrs. V. Yam P. Registrar General (Registrar of Companies) Hong Kong ( ) 23

26 THE COMPANIES ORDINANCE PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED PRELIMINARY 1. (1) The regulations contained in Schedule 1 (Model Articles for Public Companies Limited by Shares) to the Companies (Model Articles) Notice (Chapter 622H of the Laws of Hong Kong) do not apply to the Company. (2) The name of the Company is CHINA MERCHANTS HOLDINGS (INTERNATIONAL) COMPANY LIMITED. (3) The liability of the members is limited and limited to the extent of any amount not paid up on the shares held by the members. 2. (1) In these Articles the following words bear the following meanings: Associates associated company these Articles the Board business day clear days company secretary has the same meaning ascribed to it under the Listing Rules; has the meaning given to it by the Ordinance; the Articles of Association of the Company in their present form and all supplementary amended or substituted articles for the time being in force; the board of directors for the time being of the Company or (as the context may require) the majority of directors present and voting at a meeting of the directors; a day on which the Stock Exchange is open for the business of dealing in securities; in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; the secretary of the Company or any other person authorised to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; 24

27 dollars and $ executed fully paid up dollars in the lawful currency of Hong Kong; any mode of execution; in relation to a share, the price at which the share was issued has been paid up in full to the Company; the Group the Company and any subsidiary or subsidiaries of the Company; holder issue price in electronic form Listing Rules member mental incapacity public holiday Office the Ordinance paid up partly paid up Published in the Newspaper in relation to shares, the member whose name is entered in the register of members as the holder of the shares; the price at which a share was issued; has the same meaning given to it by section 20(1) of the Ordinance; the Rules Governing the Listing of Securities on the Stock Exchange; a person who is registered as the holder of shares in the capital of the Company; has the same meaning given to it by section 2(1) of the Mental Health Ordinance (Cap. 136) as modified from time to time; has the same meaning given to it by section 3 of the Interpretation and General Clauses Ordinance (Cap. 1) as modified from time to time; the registered office of the Company; subject to paragraph (3) of this Article, the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and includes every other ordinance incorporated therein or substituted therefor and in the case of any such substitute the references in these Articles to the provisions of the ordinance shall be read as references to the provisions substituted therefor in the new ordinance; paid up or credited as paid up; means, in relation to a share, part of the price at which the share was issued remains unpaid; has the meaning assigned to it by the Rules Governing the Listing of Securities of the Stock Exchange from time to time; 25

28 the seal the Stock Exchange the common seal from time to time of the Company and an official seal (if any) kept by the Company by virtue of section 126 of the Ordinance, or either of them as the case may require; The Stock Exchange of Hong Kong Limited. (2) Save as aforesaid and unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Ordinance (except any statutory modification thereof not in force when these Articles become binding on the Company). (3) A reference in these Articles to any statute or provision of a statute includes a reference to any statutory modification or re-enactment of it for the time being in force. (4) A reference to any Article by number is to the particular Article of these Articles. (5) In these Articles, unless the context otherwise requires: (a) words in the singular include the plural, and vice versa; (b) words importing any gender shall include all genders; and (c) a reference to a person includes a reference to a body corporate and to an unincorporated body of persons. (6) In these Articles: (a) references to writing include references to typewriting, printing, lithography, photography facsimile, communication in electronic form and any other modes of representing or reproducing words in a legible and non-transitory form; (b) references to other and otherwise shall not be construed ejusdem generis where a wider construction is possible; (c) references to a power are to a power of any kind, whether administrative, discretionary or otherwise; and (d) references to a committee of the Directors are to a committee established in accordance with these Articles, whether or not comprised wholly of the Directors. (7) The headings are inserted for convenience only and do not affect the construction of these Articles. 26

29 SHARE CAPITAL 3. Subject to the provisions of the Ordinance and without prejudice to any special rights or restrictions for the time being attaching to any existing shares or any class of shares, any share may be issued upon such terms and conditions and with such preferred, deferred or special rights or such restrictions whether in regard to dividend, voting, return of capital or otherwise, as the Company may by ordinary resolution determine (or, if the Company has not so determined, as the Directors may determine). 4. Subject to the provisions, if any, of these Articles, any preference share may, with the sanction of a special resolution of the Company be issued on terms that it is, or at the option of the Company is liable, to be redeemed on such terms and in such manner as the Company may by special resolution determine. 5. Subject to the provisions of the Ordinance and these Articles, and approval by the members in general meeting, the Directors may offer, allot, grant rights to subscribe for or to convert any security into, any class of shares of the Company or otherwise dispose of them to such persons and on such terms as the Directors think fit. Subject to the provisions of the Ordinance and the rules of the Stock Exchange, the Directors may issue warrants (other than share warrants to bearer) to subscribe for any class of shares or securities of the Company on such terms as they may from time to time determine. 6. The Company may exercise the powers of paying commissions conferred by the Ordinance. Subject to the provisions of the Ordinance, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also on any issue of share capital pay such brokerage as may be lawful. 7. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and (except as otherwise provided by these Articles or by law) the Company shall not be bound by or recognise any interest in any share except an absolute right to the entirety of it in the holder. VARIATION OF RIGHTS 8. Subject to the provisions of the Ordinance, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class may be varied, either while the Company is a going concern or during or in contemplation of a winding up: (a) in such manner (if any) as may be provided by those rights; or (b) in the absence of any such provision, with the consent in writing of the holders representing at least 75% of the total voting rights of holders of shares in that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class, 27