Important Notice:
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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.
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To fully protect the legitimate interests of dissenting shareholders of China Merchants Property, the share swap 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, providing cash options to dissenting shareholders. The Company published the "Announcement on the Distribution and Implementation of Cash Options for the Absorption and Merger of 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 and Merger of China Merchants Property Development Co., Ltd." 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.
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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, exercise 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.
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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.
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After the cash option distribution is completed, China Merchants Property will enter the delisting process. Except for Shekou Holdings and its wholly-owned subsidiaries, 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.
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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 trading since December 11, 2015. After the suspension, the China Securities Depository and Clearing Corporation Limited will no longer register the Company's B shares, and investors will not see the Company's B shares or their market value in their securities accounts, nor will they be able to pledge, freeze, or transfer the Company's B shares through the China Securities Depository and Clearing Corporation Limited. The A shares of Shekou Holdings 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.
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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 branch of China Clearing to handle related matters. Any losses incurred due to failure to contact in a timely manner will be borne by the parties involved in the repurchase transactions, and the Shenzhen branch of China Clearing will not be liable.