416.HK Cash offer

Bank of Jinzhou Co., Ltd (416.HK) VOLUNTARY CONDITIONAL GENERAL CASH OFFERS - ON BEHALF OF THE OFFEROR TO ACQUIRE ALL OF THE ISSUED H SHARES IN THE BANK

Purchase price: HKD 1.38 in cash per share.

CONDITION OF THE OFFERS:

(a) the passing of a resolution by the Independent H Shareholders approving the Delisting at the H Share Class Meeting to be convened for this purpose, provided that:
(i) approval is given by at least 75% of the votes (by way of poll) attaching to the H Shares held by the Independent H Shareholders present that are cast either in person or by proxy; and
(ii) the number of votes cast (by way of poll) against the resolution is not more than 10% of the votes attaching to all the H Shares held by the Independent H Shareholders;
(b) the passing of a special resolution by not less than two-thirds of the votes cast by way of poll by the Shareholders present and voting in person or by proxy at the Extraordinary General Meeting approving the Delisting;
(c) valid acceptances of the H Share Offer having been received (and not, where permitted, withdrawn) by 4:00 p.m. on or prior to the Offer Closing Date in respect of such number of H Shares which is not less than 90% of the issued H Shares held by the Independent H Shareholders;
(d) the granting of the waiver by the Executive from the requirements under Rule 2.2(c) of the Takeovers Code;
(e) no event having occurred or existing (including any law, order, action, proceeding, suit or investigation instituted or taken by the Relevant Authorities) which would make the H Share Offer void, unenforceable, illegal, impracticable or would prohibit implementation of the H Share Offer or impose any material and adverse conditions or obligations with respect to the H Share Offer;
(f) there having been no material adverse change in the business, assets, financial or trading positions or prospects or conditions of the Group since the date of the Announcement; and
(g) the granting of the waiver, if applied for, by the Executive from the requirements under Rule 20.1(a) of the Takeovers Code in respect of the Domestic Share Offer.

Conditions (e), (f) and (g) to the H Share Offer may be waived, either in whole or in part, either generally or in respect of any particular matter, at the sole discretion of the Offeror. Conditions (a) to (d) to the H Share Offer may not be waived in any event. If any of the Conditions is not satisfied or waived (as applicable) on or before the Completion Long Stop Date, the H Share Offer will lapse, and Shareholders will be notified by a further announcement as soon as practicable thereafter.
Pursuant to Note 2 to Rule 30.1 of the Takeovers Code, the Offeror may only invoke any of the Conditions, other than Conditions (a) to (d) to the H Share Offer above, as a basis for not proceeding with the H Share Offer if the circumstances which give rise to the right to invoke any of the Conditions are of material significance to the Offeror in the context of the
H Share Offer.
If you accept the corporate action, please fill in the following information before 4 pm on 13/03/2024, and forward it to cs@futuhk.com by registered email to submit your application.

1. FutuBull ID:
2. Name: (Name in Chinese or English)
3. Stock code: 416.HK
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]

Corporate action application fee:
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 11/03/2024 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 13/03/2024 @16:00 (HONG KONG TIME GMT+8).

Note:
1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver
4. If you fill in the wrong application information, you need to resend the email to submit the application
5. Listed and sold stocks cannot apply for corporate action
6. Once a corporate action is applied, it cannot be withdrawn
7. In case of any changes, the announcement of the listed company shall prevail

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