CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO. LTD

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
or to U.S. persons
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for
the contents of this 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 announcement.
This announcement is for information purposes only and does not constitute an invitation or a solicitation of an offer
to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor
is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement is not an offer of securities for sale or the solicitation of an offer to buy securities in the United
States or in any country or jurisdiction in which any such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such country or jurisdiction. No securities may be offered or
sold in the United States or to, or for the benefit of, U.S. persons absent registration or an exemption from registration.
Public offerings of securities in the United States must be made by means of a prospectus that may be obtained from
the company making the offer and that contains detailed information about such company and its management and
financial statements. The Issuer has not registered and does not intend to register any of the Bonds in the United
States.
CHINA INTERNATIONAL MARINE CONTAINERS (GROUP) CO., LTD.
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2039)
INTRODUCTION
PROPOSED ISSUANCE OF USD GUARANTEED BONDS
The Issuer, which is a wholly-owned subsidiary of the Company, proposes to conduct the Proposed
Bonds Issue and will commence a series of roadshow presentations beginning on 6 May 2013 to
professional investors. UBS and Standard Chartered Bank are the joint global coordinators and
UBS, Standard Chartered Bank, ANZ, BofA Merrill Lynch, HSBC, ING and J.P. Morgan are the
Joint Bookrunners and Joint Lead Managers in respect of the Proposed Bonds Issue.
The Proposed Bonds Issue will only be offered outside the United States to non-U.S. persons
(as defined in Regulation S under the Securities Act) in compliance with Regulation S under the
Securities Act. None of the Bonds will be offered to the public in Hong Kong.
The Bonds, if issued, will be guaranteed by the Guarantor and will have the benefit of the
Keepwell Deed and the Equity Interest Purchase Undertaking to be provided by the Company.
Completion of the Proposed Bonds Issue is subject to, inter alia, market conditions and investor
interest. Pricing of the Proposed Bonds Issue will be determined through a book-building exercise
to be conducted by the Joint Bookrunners and Joint Lead Managers. The Bonds, if issued, will be
repayable at maturity, unless earlier redeemed or cancelled pursuant to their terms. As at the date
of this announcement, the amount, terms and conditions of the Proposed Bonds Issue have yet to
be determined.
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Upon and subject to finalization of the terms of the Proposed Bonds Issue, the Issuer, the Company,
the Guarantor and the Joint Bookrunners and Joint Lead Managers will enter into the Subscription
Agreement, pursuant to which the Issuer agrees to sell to the Joint Bookrunners and Joint Lead
Managers, and the Joint Bookrunners and Joint Lead Managers, severally and not jointly, agree to
subscribe for, the Bonds.
PROPOSED USE OF PROCEEDS
The Issuer currently intends to use the net proceeds of the Bonds to on-lend to the Company, its
subsidiaries and affiliates for refinancing existing loans and general corporate purposes.
LISTING
The Issuer will seek a listing of the Bonds on the Stock Exchange. A confirmation of the eligibility
for the listing of the Bonds has been received from the Stock Exchange. Admission of the Bonds to
the Stock Exchange is not to be taken as an indication of the merits of the Issuer, the Company, the
Group or the Bonds.
GENERAL
As no binding agreement in relation to the Proposed Bonds Issue has been entered into as
at the date of this announcement, the Proposed Bonds Issue may or may not materialize.
Investors and shareholders of the Company are urged to exercise caution when dealing in the
securities of the Company. Further announcements in respect of the Proposed Bonds Issue
will be made by the Company should the Subscription Agreement be signed.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the
context requires otherwise:
“ANZ”
“Board”
“BofA Merrill Lynch”
“Bonds”
“Company”
Australia and New Zealand Banking Group Limited, one of the joint
bookrunners and joint lead managers in respect of the Proposed
Bonds Issue
the board of Directors
Merrill Lynch International, one of the joint bookrunners and joint
lead managers in respect of the Proposed Bonds Issue
the USD guaranteed bonds proposed to be issued by the Issuer
China International Marine Containers (Group) Co., Ltd. (
), a joint stock company
incorporated in the PRC with limited liability, the H shares of which
are listed on the Main Board of the Stock Exchange and the A shares
of which are listed on the Shenzhen Stock Exchange
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“Directors”
“Equity Interest
Purchase Undertaking”
“Group”
“Guarantor”
“Hong Kong”
“HSBC”
“ING”
“Issuer”
“Joint Bookrunners and
Joint Lead Managers”
“J.P. Morgan”
“Keepwell Deed”
“PRC”
“Proposed Bonds Issue”
“Securities Act”
“Standard Chartered Bank”
“Stock Exchange”
the directors of the Company
the deed of equity interest undertaking proposed to be entered into
between the Company and the Trustee in respect of the Proposed
Bonds Issue
the Company and its subsidiaries
China International Marine Containers (Hong Kong) Limited, a
company incorporated in Hong Kong and a wholly-owned subsidiary
of the Company
the Hong Kong Special Administrative Region of the PRC
The Hongkong and Shanghai Banking Corporation Limited, one
of the joint bookrunners and joint lead managers in respect of the
Proposed Bonds Issue
ING Bank N.V., Singapore Branch, one of the joint bookrunners and
joint lead managers in respect of the Proposed Bonds Issue
Mermaid Asia Limited, a company incorporated in the British Virgin
Islands and a wholly-owned subsidiary of the Company
UBS, Standard Chartered Bank, ANZ, BofA Merrill Lynch, HSBC,
ING and J.P. Morgan
J.P. Morgan Securities plc, one of the joint bookrunners and joint
lead managers in respect of the Proposed Bonds Issue
the keepwell deed proposed to be entered into between the Company,
the Issuer, the Guarantor and the Trustee in relation to the Proposed
Bonds Issue
the People’s Republic of China, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan for the purpose of this
announcement
the proposed issue of the Bonds by the Issuer
the United States Securities Act of 1933, as amended
Standard Chartered Bank, one of the joint global coordinators and
one of the joint bookrunners and joint lead managers in respect of
the Proposed Bonds Issue
The Stock Exchange of Hong Kong Limited
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“Subscription Agreement”
“Trustee”
“UBS”
“USD”
the subscription agreement proposed to be entered into between the
Issuer, the Company, the Guarantor and the Joint Bookrunners and
Joint Lead Managers in relation to the Proposed Bonds Issue
The Bank of New York Mellon, acting through its London Branch,
the proposed trustee of the Bonds
UBS AG, Hong Kong Branch, one of the joint global coordinators
and one of the joint bookrunners and joint lead managers in respect
of the Proposed Bonds Issue
United States dollars, the lawful currency of the United States of
America
By Order of the Board
China International Marine Containers (Group) Co., Ltd.
Yu Yuqun
Company Secretary
Hong Kong, 3 May 2013
As at the date of this announcement, the Board comprises of:
Non-executive Directors
Mr. LI Jianhong
Mr. XU Minjie
Mr. WANG Hong
Mr. WANG Xingru
Executive Director
Mr. MAI Boliang
Independent Non-executive Directors
Dr. DING Huiping
Mr. JIN Qingjun
Mr. XU Jing’an
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