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中集天達控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 445)

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中集天達控股有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 445) 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in CIMC-TianDa Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. 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. CIMC-TianDa Holdings Company Limited 中集天達控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 445) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE ACQUISITION OF 60% EQUITY INTEREST IN ALBERT ZIEGLER GMBH AND NOTICE OF EGM Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Capitalised terms used on this cover page shall have the same meanings as defined in this circular. A letter from the Board is set out on pages 6 to 14 of this circular. The recommendation of the Independent Board Committee to the Independent Shareholders is set out on pages 15 to 16 of this circular. A letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 33 of this circular. A notice convening the EGM to be held at Boardroom 5, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 11 December 2019 (Wednesday) at 2:00 p.m. or any adjournment thereof is set out on pages EGM-1 to EGM-3 of this circular. A form of the proxy for use at the EGM is sent to the Shareholders together with this circular. Such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.chinafire.com.cn). Whether or not you are able to attend the EGM, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, being not less than 48 hours (i.e. 9 December 2019 at 2:00 p.m.) before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish. 19 November 2019 CONTENT Page DEFINITIONS ............................................................. 1 LETTER FROM THE BOARD ................................................ 6 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ..................... 15 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER .................... 17 APPENDIX I – FINANCIAL INFORMATION OF THE GROUP ................ I-1 APPENDIX II – ACCOUNTANTS’ REPORT OF THE ZIEGLER GROUP . II-I APPENDIX III – MANAGEMENT DISCUSSION AND ANALYSIS OF THE ZIEGLER GROUP .................... III-1 APPENDIX IV – UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP ................................ IV-1 APPENDIX V – GENERAL INFORMATION ................................ V-1 NOTICE OF EGM .......................................................... EGM-1 DEFINITIONS In this circular, unless the context otherwise requires, the following words and expressions shall have the following meanings: “Acquisition” the proposed acquisition of the Sale Shares by the Purchaser from the Vendor pursuant to the terms and conditions of the Sale and Purchase Agreement “Allied Best” Allied Best (China) Fire Safety Appliances Manufacturing Co., Ltd.* (萃 聯（ 中 國 ）消 防 設 備 製 造 有 限 公 司 ), a company established in the PRC with limited liability and an indirect wholly owned subsidiary of the Company “Announcement” the announcement of the Company dated 26 September 2019 in relation to, among other matters, the Acquisition “associate(s)” has the meaning ascribed thereto under the Listing Rules “Board” the board of Directors “Business Day” a day (other than a Saturday, Sunday or public holiday or a day on which a typhoon signal no. 8 or above or black rainstorm signal is hoisted in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours “BVI” British Virgin Islands “CIMC” China International Marine Containers (Group) Co., Ltd.* 中國國 際 海 運 集 裝 箱（ 集 團 ）股 份 有 限 公 司 , a joint stock company established in the PRC with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 2039) and the Shenzhen Stock Exchange (stock code: 000039) “CIMC Group” CIMC and its subsidiaries “CIMC Tianda Airport Support” Shenzhen CIMC-Tianda Airport Support Co., Ltd.* (深圳中集天 達空港設備有限公司), a company established in the PRC with limited liability and an indirect non-wholly owned subsidiary of the Company “CIMC Tianda (Shenzhen)” CIMC TianDa Holdings (Shenzhen) Co., Ltd.* (中 集 天 達 控 股（ 深 圳 ）有 限 公 司 ), a company established in the PRC with limited liability and an indirect wholly owned subsidiary of CIMC 1 DEFINITIONS “Company” CIMC-TianDa Holdings Company Limited 中集天達控股有限公 司, a company incorporated in Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 445) “Completion” completion of the Acquisition in accordance with the terms and conditions of the Sale and Purchase Agreement “Completion Date” on or before the tenth (10th) Business Day after the date of fulfillment (or waiver) of the conditions precedent under the Sale and Purchase Agreement or such other date as the parties shall agree in writing “connected person(s)” has the meaning ascribed thereto under the Listing Rules “Consideration” a sum of EUR31,470,000, being the purchase price for the Sale Shares “controlling shareholder(s)” has the meaning ascribed thereto under the Listing Rules “Director(s)” director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened and held at Boardroom 5, Mezzanine Floor, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 11 December 2019 (Wednesday) at 2:00 p.m. for the Independent Shareholders to consider and, if thought fit, approve the Sale and Purchase Agreement and the transactions contemplated thereunder “Enlarged Group” the Group as enlarged by the Ziegler Group upon Completion “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Huijie” Shenzhen CIMC Huijie Supply Chain Co., Ltd.* (深圳中集匯杰 供應鏈有限公司), a company established in the PRC with limited liability and an indirect non-wholly owned subsidiary of CIMC “Independent Board Committee” an independent committee of the Board comprising all the independent non-executive Directors, namely Dr. Loke Yu, Mr. Heng Ja Wei and Mr. Ho Man, which has been established by the Board for the purpose of advising the Independent Shareholders on the terms of the Sale and Purchase Agreement 2 DEFINITIONS “Independent Financial Adviser” Hologram Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder “Independent Shareholders” the Shareholders other than: (i) the Vendor, CIMC and their respective associates; and (ii) any Shareholders who are interested or have a material interest in the Sale and Purchase Agreement, who shall be required under the Listing Rules to abstain from voting on the resolution(s) to approve the Sale and Purchase Agreement and the transactions contemplated thereunder at the EGM “Latest Practicable Date” 14 November 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “P/E Ratio” the price-to-earnings ratio “PRC” the People’s Republic of China, which for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “Purchaser” China Fire Safety Enterprise Group Limited, a company incorporated in the BVI with limited liability and an indirect wholly-owned subsidiary of the Company “Pteris” Pteris Global Limited, a company incorporated in Singapore with limited liability and an indirect non-wholly owned subsidiary of the Company “Sale and Purchase Agreement” the conditional sale and purchase agreement dated 26 September 2019 entered into between the Purchaser and the Vendor in respect of the Acquisition 3 DEFINITIONS “Sale Shares” such number of issued shares in Ziegler, representing 60% equity interest in Ziegler, which is beneficially owned by the Vendor as at the Latest Practicable Date “SFO”
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