CIMC Vehicles's H Share Buy-back Offer Approved by Shareholders Meetings

First Acceptance Deadline Set as 2 May 2024

HONG KONG, April 18, 2024 /PRNewswire/ -- CIMC Vehicles (Group) Co., Ltd. ("CIMC Vehicles" or the "Company", Stock code: 1839.HK/301039.SZ) has issued an announcement, whereby the board of the Company is pleased to announce that the resolutions for approving the H Share Buy-back Offer and Voluntary Withdrawal of Listing of the H Shares were approved (i) at the Extraordinary General Meeting by 99.906185% of the votes attaching to all the shares held by the shareholders that were voted either in person or by proxy; (ii) at the H Shareholders Class Meeting by 98.722609% of the votes attaching to all the H Shares held by the H shareholders that were voted either in person or by proxy as well as 98.722609% of the votes attaching to all the H Shares held by the Independent H Shareholders that were voted either in person or by proxy (and the number of votes cast by way of poll by the independent H shareholders present and voting either in person or by proxy at the H Shareholders Class Meeting against the resolution is not more than 10% of the votes attaching to all the H Shares held by the Independent H Shareholders); and (iii) at the A Shareholders Class Meeting by 99.997506% of the votes attaching to all the A Shares held by the A Shareholders that were voted either in person or by proxy. Therefore, the aforementioned resolutions have been duly passed.

The materialisation of the Company's H Share Buy-back Offer is still subject to minimum valid acceptances (being at least 90% of H Shares held by Independent H Shareholders) being received (and not, where permitted, withdrawn) by 4:00 p.m. on 2 May 2024 (Thursday), which is the First Closing Date. Additionally, the Company will issue an announcement by 7:00 p.m. on 2 May 2024, stating whether the H Share Buy-back Offer has been extended, lapsed, or become unconditional or been declared unconditional.

Assuming that the H Share Buy-back Offer becomes unconditional in all respects by or on 2 May 2024 (Thursday), the last trading day for H Shares on the Hong Kong Stock Exchange will be 24 May 2024 (Friday), and the Voluntary Withdrawal of Listing of the H Shares will take effect from 4:00 p.m. on 3 June 2024 (Monday).

If Independent H Shareholders do not accept the H Share Buy-back Offer, and if the H Share Buy-back Offer subsequently becomes unconditional in all respects and the H Shares are delisted from the Hong Kong Stock Exchange, this will result in the Independent H Shareholders holding unlisted H Shares and the liquidity of the H Shares may be severely reduced. In addition, the Company will no longer be subject to the requirements under the Hong Kong Listing Rules and may or may not continue to be subject to the Takeovers Code and the Share Buy-backs Code after the completion of the H Share Buy-back Offer, and the rights of Independent H shareholders to access certain information of the Company will be reduced.

Previously, CIMC Vehicles announced its conditional cash offer to buy-back all of its H Shares (other than those held by CIMC Group and its concert parties) at HK$7.5 per H Share and the proposed voluntary withdrawal of listing of the H Shares from the Hong Kong Stock Exchange. The Company will not make a buy-back offer for its A Shares as it is the Company's intention to maintain the listing of the A Shares on the Shenzhen Stock Exchange.

The Board of the Company believes that the low trading volume and limited liquidity of the H Shares create difficulty for the Company to effectively conduct fund raising exercises on the Hong Kong Stock Exchange; the H Share Buy-back Offer, if materialised, will result in a possible one-off investment gain for the accepting H Shareholders; and the Voluntary Withdrawal of Listing, if materialised, will allow the Company to save costs and expenses associated with regulatory compliance of the listing of its H Shares.

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About CIMC Vehicles (Group) Co., Ltd

CIMC Vehicles (Group) Co., Ltd. ("CIMC Vehicles", Stock code: 301039.SZ/01839.HK) is the world's leading "A+H" sophisticated manufacturer of semi-trailers and specialty vehicles. It is a pioneer in the high-quality development of road transport equipment in China, and an explorer and innovator in new energy specialty vehicles in China. According to the 2023 Global OEM Ranking List published by Global Trailer, CIMC Vehicles ranked first among semi-trailer manufacturers in the world, for the eleventh year in a row.

Each business or group of the Company continues to upgrade and iterate. The Company now operates "Star-Chained Light Tower Pioneer Group", "North American Business", "European Business", "Champion Tanker Business Group" and "Dump Truck and Heavy Cargo Truck Business", covering four major markets in the world, more than 40 countries and regions, and had 21 "Light Tower" Plants at home and abroad.