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What is cash offer

 

An offer made by an offeror to all shareholders of a company at a specific time to acquire shares in a company at a uniform price, often with the aim of acquiring a controlling interest in the company and/or privatizing it.

 

1. Classification of cash offers

 

According to whether the offer is based on the will of the bidder, tender offer can be divided into mandatory tender offer and voluntary tender offer.

 

1.1 Voluntary tender offer

 

The offeror voluntarily makes an acquisition decision, determines the proportion of shares to be acquired based on the total share capital of the target company, and issues an acquisition offer to all shareholders of the target company within the scope of the proportion.

 

1.2 Mandatory tender offer

 

When the offeror holds a certain percentage of the issued shares of the target company, so as to gain control over the target company, the law compels it to issue an offer to all shareholders of the target company to acquire all the shares it holds.

 

Mandatory offer can be divided into: conditional mandatory offer and unconditional mandatory offer, the difference is whether the accepted voting rights exceed 50%.

 

The definition of the takeover code is as follows: when the acquisition by an investor or a person acting in concert triggers the obligation of a mandatory tender offer, but the proportion of voting rights held by the investor or person acting in concert is less than 50%, the investor or person acting in concert can choose to Additional conditions permitted in Rule 26.2.

 

The only condition that rule 26.2 of the Code on Takeovers and Mergers allows to attach to a mandatory offer is that, when the offeror receives an acceptance of the relevant voting rights, such voting voting rights would result in the Offeror and any person acting in concert with it holding more than 50% of the voting rights. If the conditions are met, the offer is valid and the offer becomes unconditional; otherwise, if the conditions are not met within the specified period, the offer made is invalid.

 

Example:

 

If the number of shares accepted by the shareholders who hold the offer plus the shareholding of the offeror exceeds 50%. Then the conditional offer will become an unconditional offer, and the offeror can acquire the shares of all shareholders who accept the offer.

 

If the number of shares accepted by the shareholders who hold the offer plus the shareholding of the offeror does not exceed 50%, then the offer will not become an unconditional cash offer, and the cash offer will become invalid. The shares of shareholders who accept the offer will not be traded, and shareholders who hold positions will continue to hold them.

 

2. Customer operations

 

2.1 If you want to accept the offer, please provide the customer’s name, Huaying Securities account number, stock code, holding quantity, and the number of stocks to participate in before the deadline, and send an email to cs@solomonjfz.com using the mailbox registered in Solomon.

 

2.2 If you do not receive an email reply before the deadline, you will automatically be deemed to have waived the offer, and you will continue to hold the relevant stocks until the listed company makes a further notice.

 

协议及声明

What is cash offer

 

Except for public holidays and the market closure due to bad weather, the Hong Kong stock market generally trades from Monday to Friday. The trading hours are as follows:
 

1. Pre-open Period

Time period

Trading Rules

Enter order 9:00-9:15

Submit, modify, and cancel auction market orders and auction limit orders

Non-cancellable 9:15-9:20

Only at-auction market orders and at-auction limit orders can be submitted, and orders cannot be withdrawn or modified

Random match period 9:20-9:22 (match will start randomly at 9:20-9:22 at the final reference equilibrium price)

Conduct matchmaking during auction period

Pause period, from random match period ends to 9:30

At-auction order: Incomplete order will be cancelled by the system; At-auction limit order: If the input price range of an incomplete order does not deviate from the nominal price by nine times or more, it will be converted to a limit order and automatically transferred to the continuous trading session

 

2. Continuous Trading Hours

Time period

Beijing Time

Morning market

9:30-12:00

Closed at noon

12:00-13:00

Afternoon market

13:00-16:00

Note: Order modification is not allowed during the closed at noon, and cancellation is allowed during 12:30 - 13:00.

 

3. Closing Auction Trading Session

Time period

Trading Rules

Closing auction period 16:00-16:01      

Calculate and publish reference price; orders cannot be submitted

Enter order 16:01-16:06

You can submit, modify, and cancel at-auction market orders and auction limit orders. The price limit of auction limit orders shall not exceed ±5% of the reference price

Non-cancellable 16:06-16:08

At-auction market orders and at-auction limit orders can be submitted, and cannot be cancelled or changed; the input price of at-auction limit orders must be between the lowest selling price and the highest bidding price

Random closing 16:08-16:10

At random closing time, at-auction market orders and at-auction limit orders can still be submitted, and cannot be cancelled or changed; the input price of auction limit orders must be between the lowest selling price and the highest bidding price