Core Viewpoint - Jilin Jiutai Rural Commercial Bank announced a proposal for delisting after a four-month suspension, with Jilin Financial Holding Group planning to acquire all issued H shares and domestic shares, aiming for complete state-owned control of the bank [1][11]. Group 1: Acquisition Details - Jilin Financial Holding Group intends to invest approximately 3.2 billion RMB for the acquisition [2]. - The offer price for H shares is set at 0.70 HKD per share, while the domestic shares are priced at 0.63 RMB per share [3]. - The offer represents a premium over the last trading price and average prices over various periods, with premiums of approximately 70.73%, 60.86%, 42.93%, and 8.82% compared to the last trading day and preceding averages [5][4]. Group 2: Financial Implications - If the offer is fully accepted, the total cash consideration for the H shares will be about 677 million HKD (approximately 618 million RMB), and for domestic shares, it will be around 2.588 billion RMB, totaling approximately 3.206 billion RMB for the entire acquisition [6]. - As of September 2024, Jiutai Rural Commercial Bank's total assets were 262.078 billion RMB, with issued share capital of 5.074 billion shares, including about 967 million H shares [1]. Group 3: Delisting Rationale - The bank stated that the delisting would help save compliance costs and allow for business adjustments, reallocating resources to operational needs [11]. - Post-delisting, the bank plans to focus on localized operations and maintain its existing business structure [12][13]. Group 4: Financial Performance - Jiutai Rural Commercial Bank issued a profit warning, expecting a net loss between 1.7 billion and 1.9 billion RMB for 2024, primarily due to measures taken to support the real economy and external economic pressures [14]. - The bank aims to leverage opportunities from the macroeconomic recovery to improve its operational efficiency and quality [15].

Core Viewpoint - Jilin Jiutai Rural Commercial Bank plans to delist from the Hong Kong Stock Exchange following a takeover offer from Jilin Financial Holding Group, which aims to acquire all issued H-shares and domestic shares of the bank, transitioning it to a fully state-controlled entity [1][2][6]. Summary by Sections Acquisition Details - Jilin Financial Holding Group intends to make a voluntary conditional cash offer for all issued H-shares at HKD 0.70 per share and for domestic shares at RMB 0.63 per share [2]. - The offer price for H-shares represents a premium of approximately 70.73% over the last trading price of HKD 0.41 per share [3]. - If the offer is fully accepted, the total cash consideration for the acquisition will be approximately RMB 32.06 billion, including about RMB 6.18 billion for H-shares and RMB 25.88 billion for domestic shares [3]. Financial Performance and Market Position - As of September 2024, Jiutai Rural Commercial Bank has total assets of RMB 262.08 billion and an issued share capital of 5.074 billion shares, with H-shares accounting for approximately 967 million shares [1]. - The bank is currently facing financial challenges, with a projected net loss of between RMB 1.7 billion and RMB 1.9 billion for 2024, attributed to reduced interest income and increased provisions for credit risk [7][8]. Strategic Rationale for Delisting - The bank's management believes that delisting will reduce compliance costs and allow for strategic adjustments in operations, focusing on local market needs [6][7]. - Post-acquisition, Jilin Financial Holding Group has no plans to list the bank's shares on other markets, emphasizing a commitment to regional operations and maintaining existing business structures [7]. Shareholder Approval Process - A shareholder meeting will be convened to approve the delisting proposal, with a requirement that if more than 10% of H-share shareholders oppose the offer, it will not proceed [4].

Core Viewpoint - Jilin Financial Holding Group Co., Ltd. (Jilin Jin Kong) and Jiutai Rural Commercial Bank announced a voluntary conditional cash offer for all issued H shares at HKD 0.70 per share, representing a premium of approximately 70.73% over the last trading price of HKD 0.41 per share [1] Group 1: Offer Details - The total cash consideration for the H share offer is approximately HKD 677 million, while for the domestic shares, it amounts to RMB 2.588 billion [1] - The offer will be unconditional upon approval from shareholders at a special general meeting and independent H shareholders at a class meeting [1] Group 2: Reasons for the Offer - Jiutai Rural Commercial Bank's H shares have been trading between HKD 0.33 and HKD 0.50 for the 46 trading days prior to the suspension, while the Hang Seng Index rose by 21.19% and the Hang Seng Mainland Banks Index increased by 14.59% during the same period [2] - The bank's stock price has declined by 6.82% during the same timeframe, with an average daily trading volume of only 0.13% of the total issued H shares, indicating a loss of investor confidence [2] - The low trading volume of H shares, averaging about 0.08%, 0.04%, and 0.02% over the last 90, 180, and 360 days respectively, limits the bank's ability to raise capital effectively [2] Group 3: Future Operations - After the offer, Jilin Jin Kong has no intention to list the shares on other markets, focusing instead on local operations as a regional rural commercial bank [3] - The bank anticipates a net loss of RMB 1.7 billion to RMB 1.9 billion for the year ending December 31, 2024, primarily due to policy-driven fee reductions and external economic pressures [3] - The bank is implementing stricter asset risk classifications and increasing provisions to enhance risk resistance capabilities [3]