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Printmgr File THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Xiamen International Port Co., Ltd, you should at once hand this circular and the accompanying proxy form to the purchaser(s) or the transferee(s) or to the bank, the licensed securities dealer or registered institution or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s). 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. (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 3378) DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION IN RELATION TO THE DEEMED ACQUISITION OF EQUITY INTEREST AND NOTICE OF THE THIRD EXTRAORDINARY GENERAL MEETING IN 2020 Independent Financial Adviser to the Independent Board Committee and Independent Shareholders Capitalised terms used in this cover page have the same meanings as those defined in this circular. A letter from the Board is set out on pages 5 to 17 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 18 to 19 of this circular. A letter from the Independent Financial Adviser, First Shanghai, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 20 to 36 of this circular. A notice dated 24 November 2020 convening the EGM to be held at 9:00 a.m. on Thursday, 10 December 2020 at 23rd Floor, Conference Room, No. 31 Donggang North Road, Xiamen, the PRC is set out on pages EGM-1 to EGM-2 in this circular. The proxy form for use at the EGM is enclosed with this circular and is also published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.xipc.com.cn). Whether or not you are able to attend the EGM, you are requested to complete and return as soon as possible the proxy form in accordance with the instructions printed thereon in any event not less than 24 hours before the time fixed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish. 24 November 2020 * For identification purpose only CONTENTS Pages Definitions ......................................................................... 1 Letter from the Board ................................................................ 5 Introduction ..................................................................... 5 Discloseable Transaction and Connected Transaction in relation to the deemed acquisition of equity interest ................................................................. 6 EGM .......................................................................... 16 Recommendation ................................................................ 17 Additional Information ............................................................ 17 Letter from the Independent Board Committee .......................................... 18 Letter from the Independent Financial Adviser .......................................... 20 Appendix I—Valuation Report of Xiamen Sunstone ...................................... I-1 Appendix II—Valuation Report of the Target Company .................................. II-1 Appendix III—General Information ................................................... III-1 Notice of the EGM .................................................................. EGM-1 i DEFINITIONS In this circular, the following expressions have the meanings as set out below unless the context requires otherwise: “associate(s)” has the meaning ascribed thereto under the Listing Rules “Benchmark Assessment Date” 31 December 2019 “Board” the board of Directors of the Company “Company” Xiamen International Port Co., Ltd.* (廈門國際港務股份有限公司), a joint stock limited company established in the PRC, the H Shares of which are listed on the Stock Exchange “connected person(s)” has the meaning ascribed thereto under the Listing Rules “controlling shareholder” has the meaning ascribed thereto under the Listing Rules “Director(s)” the director(s) of the Company “Domestic Shares” ordinary shares of nominal value of RMB1.00 each in the share capital of the Company, which are subscribed for in Renminbi by the PRC nationals and/or PRC corporate entities “EGM” the third extraordinary general meeting of the Company in 2020 to be held on Thursday, 10 December 2020 to consider and, if thought fit, among other matters, approve the entering into of the Subscription Agreement and the Subscription contemplated thereunder “Equity Transfer” the transfer of the Target Equity from Xiamen Port Development to Xiamen Sunstone pursuant to the Equity Transfer Agreement, which constitutes a discloseable transaction of the Company and its principal terms and conditions precedent are disclosed in the Company’s announcement dated 28 October 2020 “Equity Transfer Agreement” the equity transfer agreement dated 28 October 2020 entered into between Xiamen Port Development and Xiamen Sunstone, pursuant to which Xiamen Port Development has agreed to transfer the Target Equity to Xiamen Sunstone at the Equity Transfer Consideration “Equity Transfer Completion” Completion of the Equity Transfer “Equity Transfer Consideration” the agreed consideration for the Equity Transfer, being RMB129,580,000 “Group” the Company and its subsidiaries “H Shares” foreign invested shares of nominal value in RMB1.00 each in the share capital of the Company, which are listed on the Stock Exchange and denominated in HK dollars “HK$”or“HK dollars” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” The Hong Kong Special Administrative Region of the PRC 1 DEFINITIONS “Independent Board Committee” the independent committee of the Board comprising all of the independent non-executive Directors to advise the Independent Shareholders in respect of the Subscription Agreement and the Subscription contemplated thereunder “Independent Financial Adviser”or First Shanghai Capital Limited, a corporation licensed to carry out “First Shanghai” Type 6 (advising on corporate finance) regulated activity under the SFO appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement and the Subscription contemplated thereunder “Independent Shareholders” Shareholders (other than Xiamen Port Holding and its associates) who are not interested or involved in the Subscription Agreement and the Subscription contemplated thereunder “Individual Shareholders” the 22 individual shareholders of Xiamen Sunstone as at the Latest Practicable Date, none of whom is holding more than 0.5% equity interest in Xiamen Sunstone “Internal Restructuring Disposal” the disposal of the entire equity interests held by the Target Company in its three non wholly-owned subsidiaries to another subsidiary of Xiamen Port Development as part of Xiamen Port Development’s internal restructuring before the Equity Transfer Completion “Latest Practicable Date” 19 November 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, Macau and Taiwan “PRC Qualified Auditors” Xigema Certified Public Accountants (Limited Liabilities Partnership)* (希格瑪會計師事務所(特殊普通合夥)), which is qualified to undertake business audits relating to securities and futures in the PRC “PRC Qualified Valuer” Xiamen Academic Asset Evaluation & Land and Real Estate Appraisal Co., Ltd.* (廈門市大學資產評估土地房地產估價有限責任公 司), which is qualified to undertake asset appraisals in the PRC “Relevant Ratios” the five ratios as set out in Rule 14.07 of the Listing Rules “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” shares of nominal value RMB1.00 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares 2 DEFINITIONS “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription” the subscription of the Subscription Shares by Xiamen Port Development pursuant to the Subscription Agreement “Subscription Agreement” the subscription agreement dated 28 October 2020 entered into among Xiamen Port Development, Xiamen Sunstone and XRBG, pursuant to which Xiamen Port Development has agreed to subscribe for, and Xiamen Sunstone has agreed to issue and allot the Subscription Shares at the Subscription Consideration “Subscription Completion” Completion of the Subscription “Subscription Consideration” the agreed consideration for the Subscription, being RMB129,507,458 “Subscription Shares” a total of 8,854,000 new shares in Xiamen Sunstone to be issued and
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