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杭州汽轮动力集团股份有限公司关于杭州海联讯科技股份有限公司换股吸收合并本公司现金选择权派发公告
Shang Hai Zheng Quan Bao· 2025-11-12 18:19
Core Points - The announcement details the cash option distribution for dissenting shareholders of Hangzhou Steam Turbine Power Group Co., Ltd. (杭汽轮) in relation to its merger with Hangzhou Hailianxun Technology Co., Ltd. [2][6][27] - The cash option allows dissenting shareholders to choose cash compensation instead of shares in the merged entity, with a specified exercise price of 7.54 HKD per share [4][15][26] - The stock of Hangzhou Steam Turbine will be suspended from trading starting November 5, 2025, and will enter the cash option distribution and exercise phase [2][5][26] Summary by Sections Merger Approval and Cash Option - The merger plan was approved at the second extraordinary general meeting of shareholders on June 6, 2025, and received regulatory approval on September 2025 [2][3] - Dissenting shareholders will be provided with a cash option to protect their interests, with Hangzhou Capital acting as the cash option provider [2][3][26] Cash Option Eligibility and Conditions - Eligible dissenting shareholders must have voted against the merger and held their shares continuously until the cash option implementation date [3][8] - The cash option will be distributed based on the number of shares held, with a total of 33,079,662 cash options to be issued [12][26] Cash Option Exercise Details - The cash option can be exercised between November 19 and November 25, 2025, during specified trading hours [4][17] - The closing price of Hangzhou Steam Turbine's stock on November 4, 2025, was 13.30 HKD, representing a 76.39% premium over the cash option exercise price [5][6] Cash Option Processing and Settlement - The cash option exercise will be conducted manually, and shareholders must submit the required documentation during the exercise period [19][20] - After successful exercise, the cash option provider will pay the cash compensation within 10 working days [23][26] Company and Financial Stability - Hangzhou Capital, the cash option provider, is a state-owned investment platform with a registered capital of 10 billion CNY, indicating strong financial capability [26][27]
杭州汽轮动力集团股份有限公司关于杭州海联讯科技股份有限公司换股吸收合并本公司现金选择权派发及实施的提示性公告
Shang Hai Zheng Quan Bao· 2025-11-02 18:31
Core Viewpoint - The announcement details the cash option distribution and implementation related to the merger of Hangzhou Qilun Power Group Co., Ltd. with Hangzhou Hailianxun Technology Co., Ltd. The cash option is provided to dissenting shareholders to protect their interests during the merger process [1][31][35]. Summary by Sections Merger and Cash Option Details - The merger plan was approved at the second extraordinary general meeting of shareholders on June 6, 2025, and received regulatory approval on September 9, 2025 [2][31]. - Dissenting shareholders will be offered a cash option, with Hangzhou Capital acting as the provider [2][35]. - The last trading day for Hangzhou Qilun's stock will be November 4, 2025, after which the stock will be suspended from trading [2][31]. Cash Option Implementation - The cash option will be distributed to dissenting shareholders who hold shares as of the cash option registration date [2][12]. - The cash option exercise price is set at 7.54 HKD per share, equivalent to 6.90 CNY, based on the exchange rate prior to the suspension [4][17]. - The cash option will be available for exercise from 9:30 AM to 11:30 AM and 1:00 PM to 3:00 PM on specified days [18][40]. Shareholder Rights and Conditions - Shareholders must meet specific conditions to exercise the cash option, including voting against the merger proposal [8][12]. - Shares with legal restrictions, such as pledges or judicial freezes, are not eligible for the cash option [5][10]. - The maximum number of cash options to be distributed is capped at 37,033,996, subject to final verification [13][35]. Financial and Tax Implications - The cash option provider, Hangzhou Capital, is a state-owned enterprise with a registered capital of 10 billion CNY, indicating strong financial capability [27]. - Tax implications for shareholders exercising the cash option will follow existing regulations regarding capital gains and dividends [33]. Future Steps - Following the cash option exercise period, the merger will proceed with the conversion of shares from Hangzhou Qilun to Hangzhou Hailianxun at a 1:1 ratio [36][42]. - The merger will result in Hangzhou Qilun ceasing to exist as a listed entity, with all assets and liabilities transferred to Hangzhou Hailianxun [34][42].
杭州汽轮动力集团股份有限公司关于公司股票连续停牌直至终止上市、实施换股吸收合并的提示性公告
Shang Hai Zheng Quan Bao· 2025-10-29 21:12
Core Viewpoint - Hangzhou Steam Turbine Power Group Co., Ltd. (referred to as "the Company" or "Hangzhou Steam Turbine") will undergo a stock suspension and a share exchange merger with Hangzhou Hailian Technology Co., Ltd. (referred to as "Hailian Technology") starting from November 5, 2025, with the last trading day being November 4, 2025 [1][6][16]. Summary by Sections Cash Option Distribution and Implementation - The cash option record date is set for November 4, 2025, after which the distribution will proceed, allowing shareholders to exercise their rights at a price of 7.54 HKD per share, equivalent to 6.90 CNY per share [2][10][25]. - Shareholders can exercise their cash options during specified hours on the declaration day, and the company warns that exercising these options may lead to losses due to the current trading price being higher than the exercise price [2][10][19]. Share Exchange Merger - Following the completion of the cash option exercise and settlement, the Company will announce the share exchange record date, allowing shareholders to convert their shares into Hailian Technology shares at a 1:1 ratio [3][11][12]. - Hailian Technology will inherit all assets, liabilities, and rights of Hangzhou Steam Turbine upon completion of the merger, which will result in the termination of Hangzhou Steam Turbine's listing and legal status [9][11][16]. Important Dates and Procedures - The last trading day for Hangzhou Steam Turbine shares is November 4, 2025, with a continuous suspension starting November 5, 2025 [1][6][16]. - Shareholders must ensure their shares are not pledged or frozen to exercise their cash options, and any unexercised options will be canceled after the declaration period [24][34]. Contact Information - For inquiries, shareholders can contact the designated representatives at Hangzhou Steam Turbine, with provided contact details for further assistance [13][14][37].
杭州汽轮动力集团股份有限公司关于公司股票可能终止上市的风险提示公告
Shang Hai Zheng Quan Bao· 2025-10-27 23:53
Group 1 - The core point of the announcement is that Hangzhou Qilun Power Group Co., Ltd. (referred to as "the company") is undergoing a share swap merger with Hangzhou Hailianxun Technology Co., Ltd., which will lead to the company's delisting and cancellation of its independent legal status [1][13][24] - The merger has received approval from the China Securities Regulatory Commission, allowing the company to proceed with the necessary arrangements for the transaction [1][24] - The company's stock will be suspended from trading starting November 5, 2025, and the last trading day will be November 4, 2025 [8][14][24] Group 2 - The cash option for shareholders will be available on the record date of November 4, 2025, allowing dissenting shareholders to exercise their rights [18][24] - The cash option exercise price is set at 7.54 HKD per share, which represents a premium of 73.61% over the closing price of 13.09 HKD per share as of October 27, 2025 [8][18][28] - The exchange ratio for the share swap is 1:1, meaning each share of Hangzhou Qilun will be exchanged for one share of Hangzhou Hailianxun [19][24]
*ST天茂主动退市,现金选择权行权申报中
Xin Lang Cai Jing· 2025-09-15 10:10
Group 1 - The company Tianmao Industrial Group Co., Ltd. (ST Tianmao, 000627) has voluntarily terminated its stock listing through a shareholder resolution, completing the cash option distribution [1] - As of August 13, the closing price was 1.58 CNY per share, while the cash option exercise price is set at 1.60 CNY per share [1] - The declaration period for eligible A-share shareholders to apply for the cash option is from September 15 to September 19, during specific trading hours [1] Group 2 - The provider of the cash option is Jingmen Weituo Hongcheng Management Partnership, which has the capability to fulfill its obligations [1] - Shareholders who do not apply or fail to apply effectively will not be able to receive the cash compensation, and the announcement advises investors to be aware of the risks [1]
天茂实业集团股份有限公司 关于以股东会决议方式主动终止公司股票上市现金选择权行权暨实施的 提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-14 22:44
Core Points - Tianmao Industrial Group Co., Ltd. has decided to voluntarily terminate the listing of its shares through a shareholder meeting resolution, which has been approved in the first extraordinary general meeting of 2025 [2][29] - The company's stock has been suspended from trading since August 14, 2025, and will not resume trading as it enters the exercise declaration and settlement phase for cash options [2][29] - Eligible A-share shareholders will receive one cash option for each share held, with the exercise price set at 1.60 yuan per share [2][10][14] Summary by Sections Termination of Listing - The decision to terminate the listing was made during the board meeting on August 8, 2025, and was subsequently approved by the shareholders [28][29] - The company has submitted its application for termination of listing to the Shenzhen Stock Exchange on September 4, 2025, which has been accepted [29] Cash Option Details - Cash options have been distributed to eligible shareholders, totaling 1,579,130,703 options [10] - The cash option exercise period is set from September 15 to September 19, 2025, during specific trading hours [8][17] - Shareholders must declare their intention to exercise the cash options within the specified period to receive the corresponding cash compensation [3][26] Shareholder Eligibility - Eligible shareholders include all A-share shareholders registered on the cash option registration date, excluding certain parties [5] - Shareholders must ensure that their shares are not subject to restrictions such as pledges or freezes when exercising their cash options [6][20] Cash Option Execution - The cash option will not be traded on the market, and the exercise will be conducted through the Shenzhen Stock Exchange's trading system [11][16] - The value of the cash options is calculated at 0.15 yuan, with a Delta value of -0.4759, indicating a slight premium over the current stock price [15]
天茂实业集团股份有限公司关于以股东会决议方式主动终止公司股票上市现金选择权派发的公告
Shang Hai Zheng Quan Bao· 2025-09-02 19:41
Core Points - Tianmao Industrial Group Co., Ltd. has decided to voluntarily terminate the listing of its A-shares on the Shenzhen Stock Exchange due to significant uncertainties related to business restructuring [2][3] - The company will initiate a cash option distribution for eligible shareholders, allowing them to exchange their shares for cash at a price of 1.60 yuan per share [3][12] - The cash option exercise period is set from September 15 to September 19, 2025, during which eligible shareholders can submit their exercise requests [5][13] Company Announcement - The decision to terminate the listing has been approved by the company's first extraordinary general meeting of 2025 [2] - The company will submit the application for voluntary delisting to the Shenzhen Stock Exchange within fifteen trading days after the general meeting's resolution [2] - The stock has been suspended from trading since August 14, 2025 [2] Cash Option Details - Each eligible A-share shareholder will receive one cash option for every share held, excluding shares held by certain major shareholders [10][19] - The total number of cash options to be distributed is expected to be up to 1,629,376,288 shares, pending final verification on the registration date [10][19] - The cash options will not be listed for trading [10] Eligibility and Process - Eligible shareholders must not have shares that are subject to restrictions such as being frozen or pledged to exercise the cash option [7][8] - Shareholders holding shares in margin accounts must transfer their shares to regular accounts before the registration date to be eligible for the cash option [4][8] - The cash option exercise must be submitted through the Shenzhen Stock Exchange trading system, and manual submissions will not be accepted [12][14] Important Dates - The cash option registration date is set for September 2, 2025 [9] - The cash option exercise period is from September 15 to September 19, 2025 [5][13] - Any unexercised cash options will be canceled after the exercise period ends [18]
天茂实业集团股份有限公司 关于以股东会决议方式主动终止 公司股票上市现金选择权派发的 提示性公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-01 06:51
Core Viewpoint - Tianmao Industrial Group Co., Ltd. is voluntarily terminating the listing of its A-shares on the Shenzhen Stock Exchange due to significant uncertainties related to business restructuring, and will initiate a cash option distribution for shareholders [2][36]. Group 1: Termination of Listing - The company plans to withdraw its A-shares from trading on the Shenzhen Stock Exchange and will apply for transfer to the National Equities Exchange and Quotations after the termination [2][36]. - The decision to terminate the listing has been approved by the company's first extraordinary general meeting of 2025 [2][36]. Group 2: Cash Option Distribution - Eligible A-share shareholders will receive one cash option for each share held, with a cash option exercise price set at 1.60 yuan per share [3][16]. - The total number of cash options to be distributed is expected to be up to 1,629,376,288 shares, excluding shares held by certain major shareholders [13][27]. - The cash options will not be traded on the market [14]. Group 3: Shareholder Rights and Responsibilities - Shareholders must ensure that the shares they wish to exercise cash options on are not subject to restrictions such as pledges or freezes [8][22]. - Shareholders holding shares in margin accounts must transfer them to regular accounts before the cash option registration date to be eligible for the cash options [4][23]. - The cash option exercise period will be announced separately, and shareholders must submit their exercise requests during specified trading hours [18][20]. Group 4: Financial Reporting and Compliance - The company was unable to disclose its 2025 semi-annual report on time due to incomplete preparation of previous reports, leading to continued suspension of its stock [34][35]. - The company has faced regulatory scrutiny and has been under risk warning since July 8, 2025, due to failure to disclose required reports [36][37].
又一例!000627,申请主动退市
Zhong Guo Jing Ying Bao· 2025-08-27 06:21
Core Viewpoint - *ST Tianmao has successfully passed the proposal for voluntary delisting at its first extraordinary general meeting of shareholders in 2025, with 90% of the participating small investors voting in favor, marking another case of voluntary delisting in the A-share market [1][4]. Group 1: Delisting Decision - The extraordinary general meeting held on August 25 saw 6901 shareholders present, representing 86.93% of the total share capital, with 98.06% voting in favor of the delisting proposal [4]. - The company plans to submit the application for voluntary delisting to the Shenzhen Stock Exchange within 15 trading days following the shareholders' resolution [4]. - The reason for the delisting is attributed to the need for business restructuring, which poses significant uncertainties for operations [4]. Group 2: Cash Option for Shareholders - *ST Tianmao has proposed a cash option for dissenting shareholders, with an exercise price of 1.60 CNY per share, which represents a premium of approximately 10% over the last trading day price before suspension [3][9]. - The total estimated cost for this cash option is not expected to exceed 2.606 billion CNY [10]. - The cash option is designed to protect the interests of minority shareholders, with the company emphasizing the importance of this mechanism [9][12]. Group 3: Market Context and Reactions - The A-share market experienced a record trading volume exceeding 3 trillion CNY on the day of the shareholders' meeting, highlighting the contrasting situation faced by *ST Tianmao's small shareholders [3]. - Some shareholders expressed a desire to accept the cash option to recover funds quickly, while others opposed the price, advocating for a buyback at net asset value [3][4]. - The stock price of *ST Tianmao has been under pressure, dropping significantly since the announcement of the investigation by the China Securities Regulatory Commission (CSRC) [6][12]. Group 4: Regulatory and Market Implications - The company has been under investigation by the CSRC for failing to disclose its 2024 annual report on time, which could lead to forced delisting if not resolved by September 8 [3][7]. - The trend of voluntary delisting is expected to increase in 2025 due to new regulations encouraging market-driven exits, particularly for companies facing financial difficulties [5].
*ST天茂主动退市议案获通过 10%溢价现金选择权背后需警惕三大风险
Zhong Guo Jing Ying Bao· 2025-08-26 14:17
Core Viewpoint - *ST Tianmao's proposal for voluntary delisting was approved at the shareholder meeting, with 90% of participating small investors voting in favor, marking another case of voluntary delisting in the A-share market [1][3]. Group 1: Delisting Proposal and Shareholder Meeting - The shareholder meeting held on August 25 saw 6901 participants, representing 86.93% of the total shares, with 6898 small investors voting, accounting for 20.16% of the voting shares [3]. - The proposal for voluntary delisting received 98.06% approval from the valid votes, with small shareholders showing a 91.62% approval rate [3]. - The company plans to submit the delisting application to the Shenzhen Stock Exchange within 15 trading days following the shareholder meeting [3]. Group 2: Reasons for Delisting and Financial Status - The delisting is attributed to the company's need for business restructuring due to significant uncertainties affecting operations [3]. - *ST Tianmao has been under investigation by the China Securities Regulatory Commission (CSRC) for failing to disclose the 2024 annual report on time, leading to a 50% drop in stock price and over half of its market value lost [5][6]. - The company projected a net loss of 500 million to 750 million yuan for 2024, primarily due to increased reserve provisions from its subsidiary, Guohua Life [6]. Group 3: Cash Option for Shareholders - The company has set a cash option for dissenting shareholders at a price of 1.60 yuan per share, which represents a premium of approximately 10% over the last trading day's closing price of 1.45 yuan [7][9]. - The total estimated cost for this cash option is not expected to exceed 2.606 billion yuan, covering up to 1.629 billion shares [8]. - The cash option is designed to protect minority investors, but concerns about the reliability of funds and post-delisting liquidity have been raised [2][9]. Group 4: Market Context and Expert Opinions - The A-share market experienced a record trading volume exceeding 3 trillion yuan on the same day as the shareholder meeting, highlighting the challenging environment for *ST Tianmao's investors [2]. - Experts suggest that the design of the cash option aims to garner support from small shareholders, but caution is advised regarding the risks associated with the company's financial reliability and potential regulatory repercussions [2][9]. - The increasing number of voluntary delistings in 2025 is seen as a response to stricter regulations and market-driven reforms [4].