編號 Ref. No.: 日期 Date: CD/DNS/CCASS/104/2014 22 May 2014 香港中央結算有限公司 (香港交易及結算所有限公司全資附屬公司) Hong Kong Securities Clearing Company Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited) 通告 CIRCULAR 事項 Subject: 查詢 Enquiry: China Merchants Holdings (International) Company Limited (the “Company”) (Stock Code: 144) - Open Offer of Unlisted Mandatory Convertible Securities on the basis of 1 unit of Unlisted Mandatory Convertible Securities for every 5 Ordinary Shares held on the Record Date at Subscription Price of HKD30.26 per unit Hotline 2979 7111 Pursuant to the Company’s Prospectus of 21 May 2014 (“Prospectus”), Qualifying Shareholders are entitled to apply for the Offered Mandatory Convertible Securities (“MCS”) at HK$30.26 per unit on the basis of 1 unit of Offered MCS for every 5 Ordinary Shares held on the Record Date. Capitalized terms used herein shall have the same meanings set out in the Prospectus unless the context requires otherwise. No application will be made for the listing of the MCS on the Stock Exchange or any other stock exchanges. Accordingly, the MCS will not be admitted into CCASS as eligible securities for deposit, clearance or settlement . HKSCC will not provide any nominee services in respect of the MCS. Subscription of the Open Offer through HKSCC CCASS Participants ("Participants") are advised to note the followings when applying for the Offered MCS under the Open Offer through CCASS: Two announcements have been maintained in CCASS under the temporary stock code: 44021 as below: “RS” Announcement no. A00184835 – subscription of MCS (Assured Entitlement); “ER” Announcement no. A00184836 – excess application of MCS Participants should note that the number of excess MCS allocated to them by HKSCC may be different from that the Company allocated to Qualifying Shareholders who apply for the excess applications in their own names. Participants who wish to apply for the Offered MCS are reminded to input and authorize their instructions via CCASS Terminal before 11:00 a.m. of 5 June 2014. 香 港 中 環 港 景 街 一 號 國 際 金 融 中 心 一 期 1 2 樓 12/F, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong 電話 Tel: + 8202 22022 1122 傳真 Fax: +8202 22920 3106 網址 Website: www.hkex.com.hk 電郵 E-mail: [email protected] Issuance of Share Certificates of MCS Assured Entitlement - For Participants who wish to apply for MCS under Rights Subscription (“RS”) Announcement numbered A00184835 and receive the relevant MCS certificates in various denominations on behalf of their clients are required to complete and submit a duly signed prescribed Form of Denomination Request (in original) (Appendix 1) together with the Denomination List (in MS Excel File Format) (Appendix 2) to HKSCC at Units 2505-06, 25/F, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong not later than 3:00 p.m. of 5 June 2014. - If Participants do not return the abovementioned documents to HKSCC before the stipulated deadline, one MCS certificate representing the receivable quantity of each RS subscription instruction submitted by Participants will be issued. Excess Application - For Participants who wish to apply for the Excess MCS under the Excess Rights (“ER”) Announcement numbered A00184836 are advised to input one excess application instruction for each corresponding instruction of their clients. - One MCS certificate representing the successfully allotted quantity of each excess application instruction submitted by Participants will be issued. MCS certificates will be issued in the name of “HKSCC Nominees Limited”. Participants are obliged to withdraw all MCS certificates before the time-limit set by HKSCC. Separate broadcast message will be issued via CCASS terminal when the MCS certificates are ready for withdrawal. Participants are also advised to remind their clients to re-register the MCS into their own names immediately in order to receive the issuer’s announcements, exercise the conversion rights and/or receive distributions (if any). The share registrar and transfer office for the MCS is Computershare Hong Kong Investor Services Limited. For details of the Open Offer and the terms of the MCS, Participants should refer to the Prospectus and other relevant announcements posted on HKExnews website (http://www.hkexnews.hk). Grace Tong Vice President Depository and Nominee Services Appendix 1 Form of Denomination Request ("Request Form") Date: _______________ This Request Form (in original) together with the Denomination List (in MS Excel File Format) should be completed and returned to HKSCC not later than 3:00 p.m. of 5 June 2014 Our Ref: A00184835 (BY HAND) Depository and Nominee Services Hong Kong Securities Clearing Company Limited (“HKSCC”) Units 2505-06, 25/F, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong Dear Sir/Madam, Re: China Merchants Holdings (International) Company Limited (the “Company”) (Stock Code: 144) Open Offer of Offered Mandatory Convertible Securities for every 5 shares held on the Record Date Pursuant to the Company's prospectus dated 21 May 2014, we authorize HKSCC to arrange with the share registrar of the Company to issue the certificate(s) of the Mandatory Convertible Securities in accordance with the denomination details saved in the MS-EXCEL file in one of the following means: in the enclosed CD-ROM; OR sent to [email protected] via ICLNET Denomination details in the MS-EXCEL file File Name (Participant ID e.g. B01234_44020) Total Number of Mandatory Convertible Securities Certificate(s) Total Quantity of Mandatory Convertible Securities(units) We understand that the Mandatory Convertible Securities are not eligible securities in CCASS and we will arrange to withdraw the Mandatory Convertible Securities certificate(s) from CCASS Depository upon distribution. Name of Participant: _________________________ Participant ID: _________________________ Contact Person: _________________________ Telephone No.: _________________________ ________________________________________ Authorized Signatory (ies) of Participant (with Company Chop) Note: Activities under CCASS are subject to the General Rules of CCASS and Operational Procedures in effect.
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