Important Notice:
- Approved by the China Securities Regulatory Commission (CSRC) under document [2015] 2766, China Merchants Shekou Industrial Zone Holdings Co., Ltd. (hereinafter referred to as "Shekou Holdings") will issue shares to absorb and merge with China Merchants Property Development Co., Ltd. (hereinafter referred to as "China Merchants Property" or "the Company") and raise supporting funds.
- To fully protect the legitimate interests of dissenting shareholders of China Merchants Property, the share swap absorption merger will have China Merchants Industry Holdings Co., Ltd. act as the cash option provider for A shares and China Merchants Group (Hong Kong) Co., Ltd. for B shares, offering cash options to dissenting shareholders. The Company published the "Announcement on the Distribution and Implementation of Cash Options for the Absorption Merger of China Merchants Shekou Industrial Zone Holdings Co., Ltd. and China Merchants Property Development Co., Ltd." on December 7, 2015, on the Shenzhen Stock Exchange website (www.szse.cn) and the Giant Tide Information website (www.cninfo.com.cn), and continuously published the "Notice on the Implementation of Cash Options for the Absorption Merger" from December 11 to December 17, 2015. The declaration period for cash options is from December 11 to December 17, 2015, during trading hours from 9:30-11:30 AM and 1:00-3:00 PM. The Company published the "Announcement on the Results of Cash Option Declarations" on December 18, 2015.
- The Company's stock (stock code: 000024, 200024) has been suspended from trading since December 8, 2015. Subsequently, China Merchants Property's stock will enter the cash option distribution, declaration, and settlement phase, and will no longer be traded until it is converted into shares of Shekou Holdings and listed on the Shenzhen Stock Exchange.
- As the merging party and share swap implementer, Shekou Holdings will conduct the share swap for investors holding shares of China Merchants Property through a securities conversion method. "Securities conversion" refers to converting the shares held by investors in China Merchants Property into the corresponding number of shares of Shekou Holdings based on the swap ratio determined in the merger plan. After completing the securities conversion, Shekou Holdings will apply for listing on the Shenzhen Stock Exchange.
- After the completion of the cash option distribution, China Merchants Property will enter the delisting process. Except for Shekou Holdings and its wholly-owned subsidiaries, Da Feng International, All-Terrain Investment, FOXTROT INTERNATIONAL LIMITED, and ORIENTURE INVESTMENT LIMITED (the latter two being wholly-owned subsidiaries indirectly controlled by Shekou Holdings), the shares held by original shareholders of China Merchants Property will be converted into shares of Shekou Holdings according to the swap ratio. On the share swap registration date (specific time to be announced), if investors have submitted the Company's stock as collateral for margin trading, the shares of China Merchants Property used as collateral will be converted into shares of Shekou Holdings.
- Given the complexity of the B to A conversion, to simultaneously complete the conversion of China Merchants Property's A and B shares into Shekou Holdings' A shares and complete the initial registration of shares, the B shares have been suspended from listing since December 11, 2015. After the delisting of B shares, the China Securities Depository and Clearing Corporation Limited will no longer register the Company's B shares, and investors' accounts will no longer reflect the Company's B shares and their market value, nor can they handle pledges, freezes, transfers, etc., through the China Securities Depository and Clearing Corporation Limited. The A shares obtained by B shareholders will be applied for listing on the Shenzhen Stock Exchange after the initial registration is completed at the Shenzhen branch of the China Securities Depository and Clearing Corporation Limited, and the original market value of the B shares will be reflected in the form of Shekou Holdings' A shares.
- Shareholders of China Merchants Property participating in the agreed repurchase must complete the early repurchase procedures no later than the trading day before the share swap registration date. If there are still outstanding repurchase transactions, the relevant securities companies must promptly contact the Shenzhen