000562SZSE

Notice on the Share Swap Absorption Merger of Hongyuan Securities Co., Ltd. by Shenwan Hongyuan Securities Co., Ltd.

Hongyuan Securities Co., Ltd.··7 pages

✨ AI Summary

This announcement informs shareholders of Hongyuan Securities about the approved share swap absorption merger with Shenwan Hongyuan Securities. The share swap ratio is set at 2.049 shares of Shenwan for each share of Hongyuan. Cash options will be available for dissenting shareholders, with a record date of December 9, 2014. Trading of Hongyuan shares will cease on December 10, 2014, leading to its delisting.

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Full Translation

AI Translation· azure_openai

Important Notice

  1. The China Securities Regulatory Commission has approved Shenwan Hongyuan Securities Co., Ltd. (hereinafter referred to as "Shenwan Hongyuan") to issue shares to absorb and merge Hongyuan Securities Co., Ltd. (hereinafter referred to as "Hongyuan Securities" or "the Company").

  2. To fully protect the legitimate interests of dissenting shareholders of Hongyuan Securities, cash options will be provided by Central Huijin Investment Ltd. (hereinafter referred to as "Central Huijin") to dissenting shareholders. The record date for cash options is December 9, 2014. After the cash options are distributed, the declaration process will commence, as detailed in the cash option distribution announcement published by the Company today. As of December 4, 2014, the closing price of Hongyuan Securities stock was 23.18 yuan/share, representing a premium of 185.47% over the cash option exercise price. Investors exercising the cash option may incur losses; please be aware of investment risks.

  3. The Company's stock (stock code: 000562) will be suspended from trading starting December 10, 2014. Following this, Hongyuan Securities stock will enter the cash option distribution, exercise declaration, and settlement phase, and will no longer be traded until it is converted into Shenwan Hongyuan stock for listing and trading on the Shenzhen Stock Exchange. December 9, 2014, will be the last trading day for the Company's stock; investors are advised to take note.

  4. 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 through a securities conversion method. "Securities conversion" refers to converting the shares held by investors in Hongyuan Securities into the corresponding number of shares of Shenwan Hongyuan according to the share swap ratio determined by the merger plan. After completing the securities conversion, Shenwan Hongyuan will handle the initial registration for listing with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "China Clearing Shenzhen").

  5. 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 shares of Shenwan Hongyuan according to the share swap ratio. On the share swap record date (specific time to be announced separately), if investors have submitted the Company's stock as collateral for margin trading, the shares of Hongyuan Securities used as collateral will be converted into shares of Shenwan Hongyuan.

  6. Investors engaged in repurchase agreements involving Hongyuan Securities should complete early repurchase procedures before the close of trading on the share swap record date. After the close of trading on the share swap record 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 agreements, and China Clearing Shenzhen will not be liable.

  7. For shares of Hongyuan Securities that have been pledged, have other third-party rights, or are subject to judicial freezing, such shares will be converted into the shares issued by Shenwan Hongyuan in this issuance after the securities conversion. The status of pledges, other third-party rights, or judicial freezes on the original Hongyuan Securities shares will continue to be effective on the corresponding shares of Shenwan Hongyuan obtained through the conversion.

  8. After the delisting of Hongyuan Securities, Shenwan Hongy

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