Important Notice
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Approved by the China Securities Regulatory Commission (CSRC) under document [2015] 2217, Guangdong Wens Food Group Co., Ltd. (hereinafter referred to as "Wens Group") will issue shares to absorb and merge Guangdong Dahua Agricultural Animal Health Products Co., Ltd. (hereinafter referred to as "Dahua" or "the Company").
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There are no dissenting shareholders in this merger, and no cash option will be distributed.
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Dahua's stock (stock code: 300186) will be suspended from trading continuously starting October 19, 2015, until it is converted into Wens Group shares and listed on the Shenzhen Stock Exchange's Growth Enterprise Market. October 16, 2015, will be the last trading day for Dahua's stock; investors are advised to take note.
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Wens Group, as the merging party and share swap implementer, will convert Dahua shares held by investors into Wens Group shares based on the swap ratio determined in the merger plan. "Securities conversion" refers to the conversion of Dahua shares held by investors into the corresponding number of Wens Group shares according to the established swap ratio. After the conversion, Wens Group will handle the initial listing registration with the Shenzhen branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "China Clearing Shenzhen Branch").
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After the suspension of Dahua's stock, it will directly enter the delisting process. Dahua shareholders' shares will be converted into Wens Group shares based on the swap ratio. On the share swap registration date (specific time to be announced), if investors have submitted Dahua shares as collateral for margin trading, the Dahua shares will be converted into Wens Group shares after the securities conversion. The Company and all members of the Board guarantee that the information disclosed is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
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Dahua investors who have engaged in repurchase agreements should complete the 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, the relevant securities companies must promptly contact China Clearing Shenzhen Branch to handle related matters. Any losses incurred due to failure to contact China Clearing Shenzhen Branch in a timely manner will be borne by the parties involved in the repurchase agreements, and China Clearing Shenzhen Branch will not be liable.
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For Dahua shares that have been pledged, subject to third-party rights, or judicially frozen, such shares will be converted into Wens Group shares issued in this merger. The original pledges, third-party rights, or judicial freezes on Dahua shares will continue to be effective on the corresponding Wens Group shares after conversion.
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After Dahua's delisting, Wens Group will be responsible for distributing any cash dividends that original Dahua investors have not received prior to delisting.