CIMC-TIANDA HOLDINGS COMPANY LIMITED
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.
中國國際海運集裝箱（集團）股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2039) China Fire Safety Enterprise Group Limited中國消防企業集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 445) COMPLETION OF DISPOSAL OF 40% EQUITY INTEREST IN ALBERT ZIEGLER GMBH COMPLETION OF MAJOR AND CONNECTED TRANSACTION IN RELATION TO ACQUISITION OF 40% EQUITY INTEREST IN ALBERT ZIEGLER GMBH INVOLVING THE ISSUE OF CONSIDERATION SHARESThe CIMC Board and the CFSE Board are pleased to announce that all the conditions precedent to
the Acquisition had been fulfilled and Acquisition Completion took place on 10 July 2015.
Reference is made to (i) the joint announcement of China Fire Safety Enterprise Group Limited and China International Marine Containers (Group) Co., Ltd. dated 27 February 2015 (the "Joint Announcement"); and (ii) the circular of CFSE dated 28 April 2015 in relation to, among other things, the acquisition of 40% equity interest in Albert Ziegler GmbH involving the issue of consideration shares and application for whitewash waiver by CIMC Top Gear B.V. (a wholly-owned subsidiary of CIMC). Reference is also made to the announcement of CFSE dated
22 May 2015 in relation to the poll results of the extraordinary general meeting of CFSE. Capitalised terms used herein have the same meanings as defined in the Joint Announcement unless
otherwise specified.
1
COMPLETION OF THE ACQUISITIONThe CIMC Board and the CFSE Board are pleased to announce that all the conditions precedent to the Acquisition had been fulfilled and Acquisition Completion took place on 10 July 2015.
Following Acquisition Completion, Ziegler is accounted for as an associated company of the CFSE Group and an indirect non-wholly-owned subsidiary of CIMC. CIMC, through the Vendor, becomes a controlling shareholder (as defined under the Listing Rules) of CFSE and is interested in
1,223,571,430 CFSE Shares (representing approximately 30.00% of the issued share capital of CFSE as at the date of this joint announcement). CFSE becomes an associated company of CIMC. Any acquisition of additional voting rights of CFSE by CIMC and/or the Vendor subsequent to the Acquisition Completion shall be subject to the 2% creeper under Rule 26.1 of the Takeovers Code by reference to the lowest percentage holding in the 12 month period ending on the date of the completion of the relevant acquisition.
The following table illustrates the shareholding structures of CFSE (i) immediately before
Acquisition Completion; and (ii) immediately after Acquisition Completion:
(i) Immediately before Acquisition Completion (ii) Immediately after Acquisition CompletionCFSE Shares Approximate % CFSE Shares Approximate %
Mr. Jiang Xiong (note i) 981,600,000 34.38 981,600,000 24.07
Mr. Jiang Qing (note i) 7,500,000 0.26 7,500,000 0.18
The Vendor(note ii) 0 0 1,223,571,430 30.00
989,100,000 34.64 2,212,671,430 54.25
EH Investment Management Ltd.
(note iii) 218,015,000 7.64 218,015,000 5.35
Other CFSE Shareholders 1,647,885,000 57.72 1,647,885,000 40.40
Total public CFSE Shareholders 1,865,900,000 65.36 1,865,900,000 45.75
Total 2,855,000,000 100.00 4,078,571,430 100.00Notes:
(i) Mr. Jiang Xiong and Mr. Jiang Qing are the executive directors of CFSE. Mr. Jiang Xiong is the brother of Mr.
Jiang Qing.
(ii) The Vendor is an indirect wholly-owned subsidiary of CIMC.
(iii) The entire issued share capital of EH Investment Management Ltd. is beneficially owned by Mr. Ngan Lek.
2
By order of the CIMC Board By order of the CFSE Board
China International Marine Containers (Group) Co., Ltd. China Fire Safety Enterprise Group Limited Yu Yuqun Li Ching WahCompany Secretary Company Secretary
Hong Kong, 10 July 2015
As at the date of this joint announcement, the board of directors of CIMC comprises Mr. LI Jianhong (Chairman), Mr. ZHANG Liang (Vice-Chairman), Mr. WANG Hong and Mr. WU Shuxiong as non-executive directors; Mr. MAI Boliang as executive director; and Mr. LI Kejun, Mr. PAN Chengwei and Mr. WONG Kwai Huen, Albert as independent non-executive directors.
As at the date of this joint announcement, the executive directors of CFSE are Mr. Jiang Xiong, Mr. Jiang Qing, Mr. Wang De Feng, Ms. Weng Xiu Xia and Mr. Hu Yong; and the independent non-executive directors of CFSE are Dr. Loke Yu, Mr. Heng Ja Wei and Ms. Sun Guo Li.
The directors of CIMC jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement relating to the Ziegler Group and the Vendor and parties acting in concert with it, and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of CFSE) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.
The CFSE Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Ziegler Group and the Vendor and parties acting in concert with it), and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of CIMC) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission
of which would make any statement in this joint announcement misleading.
3
|
distributed by
|
