Securities Code: 000527
Securities Abbreviation: Midea Electric
Announcement Number: 2013-050
This is a notice from the Board of Directors of Midea Electric Appliances Co., Ltd. regarding the implementation of cash options related to the share swap absorption merger with Midea Group Co., Ltd. The Board and all directors guarantee that the content of this announcement does not contain false records, misleading statements, or significant omissions, and they bear individual and joint responsibility for the authenticity, accuracy, and completeness of its content.
The company has published the "Announcement on the Distribution and Implementation of Cash Options for the Share Swap Absorption Merger by Midea Group Co., Ltd." on August 16, 2013, on the Shenzhen Stock Exchange website (www.szse.cn) and the Giant Tide Information website (www.cninfo.com.cn). This notice only explains matters related to the implementation of cash options and does not constitute advice for investors to declare the exercise of cash options.
Special Reminders
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The company's stock (stock code: 000527) has been suspended from trading since August 15, 2013. Following this, Midea Electric's stock has entered the cash option distribution, declaration, and settlement phase, and will no longer be traded. After the completion of the cash option implementation, the company will apply to the Shenzhen Stock Exchange for the removal of its stock listing. The shares held by the company's shareholders will be converted into shares of Midea Group listed and traded on the Shenzhen Stock Exchange after the share swap.
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On August 16, 2013, the company distributed cash options to dissenting shareholders of Midea Electric who were registered after the market close on the cash option registration date (August 14, 2013). A total of 560,138 cash options were actually distributed.
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Shareholders who receive cash options can declare the exercise of cash options for all or part of their shares during the declaration period (from August 19, 2013, to August 23, 2013, on trading days from 9:30 AM to 11:30 AM and from 1:00 PM to 3:00 PM). Successfully declared shares will be transferred to Midea Holdings at a price of 9.99 CNY per share.
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The Delta value of the rights contained in this cash option is 0.00, with an absolute value of less than 5%. According to the "Guidelines for Cash Option Business of Listed Companies on the Shenzhen Stock Exchange (Revised 2011)," the company will implement the cash option using a manual declaration method. The declaration and settlement of cash options will be completed manually.
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According to the share swap absorption merger plan, the exercise price is based on the average trading price of 9.46 CNY per share over the twenty trading days prior to the announcement of the board resolution for the share swap absorption merger, with a certain premium. After adjustment for ex-rights and ex-dividends, it is determined to be 9.99 CNY per share. On August 14, 2013 (the last trading day of the company's stock), the closing price was 14.02 CNY per share, representing a premium of 40.34% over the exercise price. Shareholders declaring the exercise of cash options will sell to Midea Holdings at 9.99 CNY per share, and the cash consideration received by such shareholders will be subject to relevant taxes and fees. If investors exercise cash options, it may result in certain losses; therefore, investors are advised to carefully assess the risks of exercising cash options.
For detailed information regarding this share swap absorption merger plan, please refer to the full report titled "Report on the Share Swap Absorption Merger of Guangdong Midea Electric Appliances Co., Ltd. by Midea Group Co., Ltd." published on July 31, 2013, on the Shenzhen Stock Exchange website (www.szse.cn) and the Giant Tide Information website (www.cninfo.com.cn), and pay attention to related announcements issued by the company in a timely manner.