300186SZSE

Notice on the Share Swap Absorption Merger of Guangdong Wens Food Group Co., Ltd.

Dahua Agricultural Co., Ltd.··6 pages

✨ AI Summary

This announcement informs shareholders of Guangdong Dahuanong Animal Health Products Co., Ltd. about its absorption merger with Guangdong Wens Food Group Co., Ltd. The merger will involve a share swap ratio of 0.8070, with Dahuanong shares converting into Wens shares. Dahuanong's stock will be suspended from trading starting October 19, 2015, and will enter delisting procedures.

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Full Translation

AI Translation· azure_openai

Important Notice

  1. 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 Dahuanong Animal Health Products Co., Ltd. (hereinafter referred to as "Dahuanong" or "the Company").

  2. There are no dissenting shareholders in this merger, and no cash option will be distributed.

  3. The Company's stock (stock code: 300186) will be suspended from trading starting October 19, 2015, until it is converted into Wens Group shares and listed on the Shenzhen Stock Exchange's Growth Enterprise Market. The last trading day for Dahuanong's stock will be October 16, 2015; investors are advised to take note.

  4. Wens Group, as the merging party and the party implementing the share swap, will convert Dahuanong shares held by investors into Wens Group shares according to the swap ratio determined by the merger plan. "Securities conversion" refers to the conversion of Dahuanong shares held by investors into the corresponding number of Wens Group shares based on the swap ratio. After the conversion, Wens Group 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 Branch").

  5. After the suspension of Dahuanong's stock, it will directly enter the delisting process, and the Dahuanong shares held by original shareholders will be converted into Wens Group shares according to the swap ratio. On the share swap registration date (specific time to be announced), if investors have submitted Dahuanong shares as collateral for margin trading, the Dahuanong shares will be converted into Wens Group shares as collateral after the conversion. The Company and all members of the Board guarantee that the content of the information disclosure is true, accurate, and complete, with no false records, misleading statements, or significant omissions.

  6. Dahuanong 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 for Dahuanong shares, 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.

  7. For Dahuanong shares 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 Wens Group in this merger, and the original conditions of pledge, other third-party rights, or judicial freezing will continue to be valid on the corresponding Wens Group shares.

  8. After Dahuanong's stock is delisted, Wens Group will be responsible for distributing any cash dividends that original Dahuanong investors have not yet received prior to delisting.

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