Announcement on the Share Swap Absorption Merger of China Merchants Shekou Industrial Zone Holdings Co., Ltd. with the Company

Important Notice

1. Approved by the China Securities Regulatory Commission (CSRC) document [2015] 2766, China Merchants Shekou Industrial Zone Holdings Co., Ltd. (hereinafter referred to as "China Merchants 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.
2. The Company's stocks (stock code: 000024, 200024) have been suspended since December 8, 2015. The Company's B shares were delisted from the Shenzhen Stock Exchange on December 11, 2015, and the A shares will be delisted on December 30, 2015. After the close of trading on the share swap registration date (December 29, 2015), except for the shares held by China Merchants Shekou Holdings and its wholly-owned subsidiaries, the Company's shares will be converted into A shares of China Merchants Shekou Holdings and will be listed and traded on the Shenzhen Stock Exchange on December 30, 2015.
3. As the merging party and share swap implementer, China Merchants Shekou Holdings will convert the shares held by investors in China Merchants Property through a securities conversion method. "Securities conversion" refers to the conversion of shares held by investors in China Merchants Property into the corresponding number of shares of China Merchants Shekou Holdings according to the share swap ratio determined in the merger plan.
4. Except for China Merchants Shekou Holdings and its wholly-owned subsidiaries, the original shareholders of China Merchants Property will have their shares converted into shares of China Merchants Shekou Holdings according to the share swap ratio. After the close of trading on the share swap registration date (December 29, 2015), if investors have submitted the Company's stocks as collateral for margin trading, the shares used as collateral will be converted into shares of China Merchants Shekou Holdings.
5. 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. After the close of trading on the share swap registration date, if there are still outstanding repurchase transactions, the relevant securities companies must promptly contact the China Securities Depository and Clearing Corporation Limited Shenzhen Branch 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 China Securities Depository and Clearing Corporation Limited Shenzhen Branch will not be liable.
6. For shares of China Merchants Property that have been pledged, subject to other third-party rights, or judicially frozen, these shares will be converted into shares issued by China Merchants Shekou Holdings, and the original pledges, third-party rights, or judicial freezes will continue to be effective on the corresponding shares of China Merchants Shekou Holdings.
7. After the delisting of China Merchants Property, any cash dividends declared but not yet received by original investors will be distributed by China Merchants Shekou Holdings.
8. According to the notice issued by the Ministry of Finance, State Administration of Taxation, and CSRC regarding the implementation of differentiated personal income tax policies for dividends, individuals holding shares for less than one month will have their dividend income fully included in taxable income; those holding for more than one month but less than one year will have 50% included; and those holding for over one year will have 25% included. A uniform tax rate of 20% applies. This includes shares converted from the merged company.
9. Relevant fund managers should pay attention to ETF-related matters during the merger process, including but not limited to PCF lists, subscription and redemption settlement, and coordination with investors and related parties to ensure smooth ETF operations. The holding period for shares of China Merchants Shekou Holdings obtained through the share swap will start from the date of registration in the Shenzhen A-share account.