Important Notice
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The China Securities Regulatory Commission has approved Shenwan Hongyuan Securities Co., Ltd. ("Shenwan Hongyuan") to issue shares to absorb and merge Hongyuan Securities Co., Ltd. ("Hongyuan Securities" or "the Company").
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To fully protect the legitimate interests of dissenting shareholders of Hongyuan Securities, cash options will be provided by Central Huijin Investment Ltd. ("Central Huijin") to dissenting shareholders. The registration date for cash options is December 9, 2014. After the cash options are distributed, the declaration process will begin, as detailed in the cash option distribution announcement published today. As of December 3, 2014, the closing price of Hongyuan Securities shares was 21.07 yuan/share, representing a premium of 159.48% over the cash option exercise price. Investors exercising the cash option may incur losses; please be aware of investment risks.
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Trading of Hongyuan Securities shares (stock code: 000562) will be suspended from December 10, 2014. Following this, Hongyuan Securities shares will enter the cash option distribution, exercise declaration, and settlement phase, and will no longer be traded until they are converted into Shenwan Hongyuan shares listed on the Shenzhen Stock Exchange. December 9, 2014, will be the last trading day for the Company's shares; investors are advised to take note.
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Shenwan Hongyuan, as the absorbing party and the party implementing the share swap, will convert the shares held by investors in Hongyuan Securities into shares of Shenwan Hongyuan based on the share swap ratio determined by the merger plan. "Share conversion" refers to the conversion of shares held by investors in Hongyuan Securities into the corresponding number of shares of Shenwan Hongyuan according to the share swap ratio. After the share conversion is completed, Shenwan Hongyuan will handle the initial listing registration with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited ("China Clearing Shenzhen").
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After the cash option plan is implemented, Hongyuan Securities will enter the delisting process, and the shares held by original Hongyuan Securities shareholders will be converted into Shenwan Hongyuan shares according to the share swap ratio. On the share swap registration date (specific time to be announced), if investors have submitted the Company's shares as collateral for margin trading, the shares of Hongyuan Securities used as collateral will be converted into Shenwan Hongyuan shares.
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Investors engaged in repurchase agreements involving Hongyuan Securities should complete early repurchase procedures before the close of trading on the share swap registration date. After the close of trading on the share swap registration date, if there are still outstanding repurchase agreements for Hongyuan Securities, the relevant securities companies must promptly contact China Clearing Shenzhen to handle related matters. Any losses incurred due to failure to contact China Clearing Shenzhen in a timely manner will be borne by the parties involved in the repurchase agreement; China Clearing Shenzhen will not be liable.
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For shares of Hongyuan Securities that have been pledged, subject to third-party rights, or judicially frozen, such shares will be converted into the shares issued by Shenwan Hongyuan in this issuance after the share conversion, and the original pledges, third-party rights, or judicial freezes will continue to be effective on the corresponding Shenwan Hongyuan shares.
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After the delisting of Hongyuan Securities, Shenwan Hongyuan will be responsible for distributing any cash dividends that original Hongyuan Securities investors have not received prior to delisting.
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According to the Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission's notice on the implementation of differentiated personal income tax policies for dividends from listed companies, individuals holding shares for less than one month will have their dividend income fully included in