The company and all members of the board guarantee that the content disclosed in this announcement is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
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The plan for Shenwan Hongyuan Securities Co., Ltd. to absorb and merge Hongyuan Securities Co., Ltd. through share exchange has been approved at the first extraordinary general meeting of shareholders held on August 11, 2014, and has received approval from the China Securities Regulatory Commission (CSRC) under document [2014]1279.
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The company's stock (stock code: 000562) has been continuously suspended from trading since December 10, 2014. Subsequently, 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 and listed on the Shenzhen Stock Exchange.
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The company plans to distribute cash options to dissenting shareholders of Hongyuan Securities on the cash option distribution date of December 11, 2014. Dissenting shareholders are those who voted against the merger proposal at the extraordinary general meeting on August 11, 2014, and have continuously held shares representing their dissenting rights until the cash option registration date (December 9, 2014). These dissenting shareholders must also successfully complete the declaration procedures during the cash option declaration period to exercise their cash options.
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As of the cash option registration date, if dissenting shareholders have submitted the company's stock as collateral for margin trading, the corresponding cash options will be distributed to the investor's ordinary securities account on the cash option distribution date.
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Dissenting shareholders who have engaged in repurchase agreements must complete the early repurchase procedures before the close of trading on the cash option registration date; otherwise, they will not receive cash options.
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After the cash option distribution is completed, the declaration process will begin. Shareholders who receive cash options can declare to exercise their options between December 12 and December 18, 2014, during the hours of 9:30-11:30 AM and 1:00-3:00 PM, at a price of 8.12 CNY per share, transferring their shares to the cash option provider, Central Huijin Investment Ltd.
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The reference stock price for the cash options is 23.18 CNY, which is a 185.47% premium over the exercise price, exceeding 50%. According to the "Guidelines for Cash Option Business of Listed Companies on the Shenzhen Stock Exchange (2011 Revision)," the company will implement cash options through manual declaration.
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According to the merger plan, the exercise price is based on the closing price of 8.22 CNY per share on the trading day before the board resolution announcement, adjusted to 8.12 CNY per share after deducting the profit distribution completed on July 17, 2014. As of December 9, 2014, the closing price of Hongyuan Securities was 30.50 CNY per share, representing a 275.62% premium over the cash option exercise price. Exercising cash options may lead to certain losses; investors are advised to be aware of investment risks.