Important Notice
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Guangzhou Pharmaceutical Holdings Limited (hereinafter referred to as "Guangzhou Pharmaceutical") has received approval from the China Securities Regulatory Commission (CSRC) for its application to absorb and merge Guangzhou Baiyunshan Pharmaceutical Holdings Limited (hereinafter referred to as "Baiyunshan") through a share swap and to issue A shares to acquire assets from Guangzhou Pharmaceutical Group Co., Ltd.
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The declaration date for dissenting shareholders' acquisition rights is March 18, 2013 (Monday) from 9:30 AM to 11:30 AM and 1:00 PM to 4:30 PM. For details, please refer to the implementation announcement published by Guangzhou Pharmaceutical on March 7, 2013. The cash option registration date for Baiyunshan shareholders is March 13, 2013 (Wednesday). After the cash option distribution is completed, the declaration process will commence. For details, please refer to the announcement published by Baiyunshan on March 7, 2013.
As of March 6, 2013, the closing price of Guangzhou Pharmaceutical A shares was 29.21 yuan/share, representing a premium of 141.40% over the acquisition rights exercise price; the closing price of Baiyunshan shares was 26.71 yuan/share, representing a premium of 132.26% over the cash option exercise price. Exercising dissenting shareholders' acquisition rights or cash options may result in certain losses; investors are advised to pay attention to investment risks.
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Trading of Guangzhou Pharmaceutical shares will be suspended for one day on March 18, 2013, the declaration date for dissenting shareholders' acquisition rights. Baiyunshan shares will be suspended from trading starting March 14, 2013, and will enter the cash option distribution, exercise declaration, and settlement phase, ceasing trading until the share swap is implemented and converted into Guangzhou Pharmaceutical A shares listed on the Shanghai Stock Exchange. March 13, 2013, will be the last trading day for Baiyunshan shares; investors are advised to take note.
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Guangzhou Pharmaceutical, as the absorbing party in this merger, will handle the share swap for investors holding Baiyunshan shares in two parts: "Securities Conversion" and "Cross-Market Transfer Registration." "Securities Conversion" refers to the conversion of Baiyunshan shares held by investors into the corresponding number of Guangzhou Pharmaceutical A shares based on the swap ratio determined in the merger plan. "Cross-Market Transfer Registration" refers to the process where Baiyunshan shares exit registration from the Shenzhen branch of China Securities Depository and Clearing Corporation Limited (CSDC) and Guangzhou Pharmaceutical applies for the initial registration of investors' Guangzhou Pharmaceutical A shares with the Shanghai branch of CSDC based on the aforementioned delisting holder roster and the corresponding relationship of investors' A-share accounts.