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DFZQ — Capital/Financing Update 2017
May 15, 2017
50931_rns_2017-05-15_32e1ec86-bb71-4c3b-b8a1-8f7df572f14e.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A joint stock company incorporated in the People’s Republic of China with limited liability under the Chinese corporate name “ 東方證券股份有限公司 ” and carrying on business in Hong Kong as “ 東方證券 ” (in Chinese) and “DFZQ” (in English))
(Stock Code: 03958)
ANNOUNCEMENT PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND PROPOSED SUBSCRIPTION OF A SHARES BY EXISTING SHAREHOLDERS
References are made to (i) the announcement of 東方證券股份有限公司 (the “ Company ”) dated February 28, 2017 in relation to, among other things, (1) the Proposed Non-public Issuance of A Shares, (2) connected transaction – proposed subscription of A Shares by substantial shareholder, and (3) the proposed subscription of A Shares by existing shareholders, (ii) the circular of the Extraordinary General Meeting and the H Shares Class Meeting (the “ Circular ”) dated March 30, 2017 of the Company, and (iii) the announcement of the Company dated April 14, 2017 in relation to the poll results of the Extraordinary General Meeting, the A Shares Class Meeting and the H Shares Class Meeting held on April 14, 2017. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.
After SUMG’s comprehensive consideration of its own operating needs and other factors, and following friendly consultation between the Company and SUMG, SUMG will no longer participate in the subscription under the Proposed Non-public Issuance of A Shares. As such, pursuant to the authorization to the Board granted on the Extraordinary General Meeting, A Shares Class Meeting and H Shares Class Meeting held on April 14, 2017, the Board passed relevant resolutions on May 15, 2017 and approved that the Company and SUMG shall terminate the SUMG Subscription Agreement and SUMG will not be a subscriber in the Proposed Non-public Issuance of A Shares. The Company also adjusted the issue plan of the Proposed Nonpublic Issuance of A Shares to remove the provisions involving SUMG. Such adjustment does not affect other provisions including the number of A Shares to be issued and the proceeds to be raised under the Proposed Non-public Issuance of A Shares. The final issue plan of the Proposed Non-public Issuance of A Shares shall be the one as approved by CSRC.
By order of the Board of Directors PAN Xinjun Chairman
Shanghai, PRC May 15, 2017
As at the date of this announcement, the Board of Directors comprises Mr. PAN Xinjun and Mr. JIN Wenzhong as executive Directors; Mr. WU Jianxiong, Mr. ZHANG Qian, Mr. WU Junhao, Mr. CHEN Bin, Mr. LI Xiang, Mr. XU Jianguo, Ms. HUANG Laifang and Mr. ZHOU Yao as non-executive Directors; and Mr. LI Zhiqiang, Mr. XU Guoxiang, Mr. TAO Xiuming, Mr. WEI Anning, Mr. PAN Fei and Mr. XU Zhiming as independent non-executive Directors.