M&A - Guotai Junan Securities Co., Ltd.
Form Type: CB/A
Filing Date: 2025-03-17
Corporate Action: Merger
Type: Update
Accession Number: 000110465925024139
Filing Summary: On March 17, 2025, Guotai Junan Securities Co., Ltd. filed an amendment to its tender offer/rights offering notification concerning its proposed merger and share exchange with Haitong Securities. The document outlines the ongoing developments related to the merger, including the issuance of A shares and H shares as part of the transaction, various joint announcements, and the procedures involved. It also includes relevant information regarding the joint circular, notices for the extraordinary general meetings, and updates on the implications of the merger. The filing signifies a further step in the regulatory processes tied to the merger and highlights the timeline for key activities related to the share exchange.
Additional details:
Item: home_jurisdiction_documents
Exhibit Number: 99.1
Description: Joint announcement regarding proposed merger and share exchange of Guotai Junan Securities and Haitong Securities including necessary approvals.
Exhibit Number: 99.2
Description: Announcement published on the Shanghai Stock Exchange regarding the proposed merger and share exchange.
Exhibit Number: 99.8
Description: Announcement of the proposed merger and share exchange published on the Shanghai Stock Exchange.
Form Type: CB/A
Filing Date: 2025-03-14
Corporate Action: Merger
Type: Update
Accession Number: 000110465925023679
Filing Summary: This document is an amendment notification for a tender offer relating to a proposed merger and share exchange between Guotai Junan Securities Co., Ltd. and Haitong Securities. The document indicates that Guotai Junan is issuing A shares and H shares as part of this major transaction. It includes multiple exhibits such as joint announcements, related documents, and a detailed timeline for the merger process and procedures for exercising associated put options. The most recent updates and announcements related to this action are also discussed, providing clarity on the merger's progress and specific mandates for share issuance.
Additional details:
Subject Company: Haitong Securities Co., Ltd.
Home Jurisdiction: People's Republic of China
Share Classes: Ordinary Shares
Contact Tel: +86 21 63411000
Contact Email: [email protected]
Company Address: No. 888 South Zhongshan Road, Shanghai, China Zip Code: 200011
Exhibits: 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15, 99.16, 99.17, 99.18
Form Type: CB/A
Filing Date: 2025-03-03
Corporate Action: Merger
Type: Update
Accession Number: 000110465925019525
Filing Summary: Guotai Junan Securities Co., Ltd. has filed an amendment to its Tender Offer/Rights Offering Notification Form to provide updates on the proposed merger and share exchange with Haitong Securities. This amendment includes important announcements related to the aforementioned merger, such as mandates for the issuance of A shares and H shares by Guotai Junan for the merger process, along with other connected transactions. Notably, the document outlines the timeline for the exercise of Guotai Junan put options and procedures regarding the share exchange. The filing aims to inform stakeholders of the current status and requisite actions regarding the merger and associated transactions. It references multiple exhibits detailing the announcements and updates surrounding the merger process as well as the relevant general meeting details for stakeholders.
Additional details:
Title Of Class Of Subject Securities: Ordinary Shares
Exhibit Description 99 1: Joint announcement regarding proposed merger and share exchange between Guotai Junan Securities and Haitong Securities.
Exhibit Description 99 2: Announcement of proposed merger published on the Shanghai Stock Exchange.
Exhibit Description 99 4: Joint circular containing details about the proposed merger, major transactions, and directives for issuance of shares.
Notice Of General Meeting: Notice of the 2024 Third Extraordinary General Meeting.
Date Of Meeting: 2024-12-13
Action Taken: Joint announcement on the implementation of the share exchange and revised timeline.
Form Type: CB/A
Filing Date: 2025-02-26
Corporate Action: Merger
Type: Update
Accession Number: 000110465925017121
Filing Summary: Guotai Junan Securities Co., Ltd. has filed an amendment concerning a proposed merger and share exchange with Haitong Securities. The document details various related transactions including specific mandates for Guotai Junan to issue A shares and H shares for the merger. It discusses the major transactions involved, connected transactions, and outlines a timeline for the exercise of put options. Notices regarding extraordinary general meetings and updates on the merger's progress are also included, along with joint announcements that highlight the implications for the shareholders.
Additional details:
Title Of Class: Ordinary Shares
Jurisdiction Of Subject Company: The People’s Republic of China
Legal Name: GUOTAI JUNAN SECURITIES CO., LTD.
Contact Email: [email protected]
Contact Phone: +86 21 63411000
Company Address: No. 888 South Zhongshan Road, Shanghai, China
Zip Code: 200011
Form Type: CB/A
Filing Date: 2025-01-22
Corporate Action: Merger
Type: Update
Accession Number: 000110465925005233
Filing Summary: This filing is an amendment related to the proposed merger and share exchange between Guotai Junan Securities Co., Ltd. and Haitong Securities. It includes details on a major transaction and specific mandates for Guotai Junan to issue A shares and H shares in connection with the merger. The filing references several exhibits that provide a joint announcement regarding the merger, updates on progress, and a notice for the 2024 Third Extraordinary General Meeting. Additionally, it indicates the necessary procedural steps for the execution of the merger and share exchange.
Additional details:
Home Jurisdiction Documents: Joint announcement regarding proposed merger and share exchange with Haitong Securities
Exhibit Numbers: 99.1, 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9, 99.10, 99.11, 99.12, 99.13, 99.14, 99.15
Major Transaction: Specific mandate for Guotai Junan to issue A shares and H shares for the proposed merger
Meeting Notice: Notice of the Guotai Junan EGM and the Haitong EGM
Date Of Signature: 2025-01-22
Signatory Name: ZHU Jian
Signatory Title: Chairman of the Board
Form Type: CB/A
Filing Date: 2025-01-21
Corporate Action: Merger
Type: Update
Accession Number: 000110465925004670
Filing Summary: This document serves as an amendment notification regarding a tender offer and provides critical information on the proposed merger and share exchange between Guotai Junan Securities Co., Ltd. and Haitong Securities. It outlines the ordinary shares involved and includes several exhibits detailing the merger proposal, major transactions, connected transactions, and mandates related to the issuance of A shares and H shares. The document also notes the scheduling of extraordinary general meetings relevant to the merger and provides updates on the progress of these plans, emphasizing the strategic importance of this merger for both companies. A list of previous filings is also included, highlighting updates shared on various dates leading up to this notification.
Additional details:
Exhibit No: 99.1
Description: Joint announcement of proposed merger and share exchange, major transactions, and issuance of A shares and H shares.
Exhibit No: 99.2
Description: Announcement published on the Shanghai Stock Exchange regarding the proposed merger.
Exhibit No: 99.8
Description: Further details on the merger published on the Shanghai Stock Exchange.
Exhibit No: 99.10
Description: Update on the progress of proposed merger and related transactions.
Exhibit No: 99.12
Description: Update regarding the issuance of A shares for the proposed merger.
Form Type: CB/A
Filing Date: 2025-01-10
Corporate Action: Merger
Type: Update
Accession Number: 000110465925002186
Filing Summary: Guotai Junan Securities Co., Ltd. has filed an amendment to their tender offer notification regarding the proposed merger and share exchange with Haitong Securities. This filing includes multiple exhibits detailing the merger proposal, including various announcements, a major transaction mandate, and a timetable for related shareholder meetings. The document outlines the context and specifics of the proposed merger, emphasizing the issuance of A shares and H shares as part of this transaction. There are references to past filings as well, indicating ongoing updates on the merger's status and procedural developments since the initial filing in October 2024. The filing also reaffirms that important informational legends comply with securities regulations.
Additional details:
Title Of Class Of Subject Securities: Ordinary Shares
Jurisdiction Of Subject Company: The People’s Republic of China
Name Of Person Furnishing Form: Guotai Junan Securities Co., Ltd.
Contact Phone: Tel: +86 21 63411000
Contact Email: [email protected]
Company Address: No. 888 South Zhongshan Road, Shanghai, China Zip Code: 200011
Number Of Exhibits: 12
Form Type: CB/A
Filing Date: 2024-12-23
Corporate Action: Merger
Type: Update
Accession Number: 000110465924131271
Filing Summary: This document serves as Amendment No. 4 to the Tender Offer/Rights Offering Notification Form related to a proposed merger and share exchange between Guotai Junan Securities Co., Ltd. and Haitong Securities. The announcement highlights various aspects including mandates for Guotai Junan to issue A shares and H shares as part of the merger transaction, updates on connected transactions, as well as key documents related to the merger, EGM notices, and trading resumption. A series of attachments and joint announcements provide insights on progress and details regarding the merger, indicating active engagement with stakeholders and compliance with relevant securities regulations.
Additional details:
Item 1 Title: Home Jurisdiction Documents
Item 1 Exhibit 99 1: Joint announcement proposed merger and share exchange of Guotai Junan Securities and Haitong Securities
Item 1 Exhibit 99 2: Proposed merger and share exchange announcement published on the Shanghai Stock Exchange
Item 1 Exhibit 99 3: Joint announcement delay in despatch of the joint circular and monthly update
Item 1 Exhibit 99 4: Joint circular regarding proposed merger and share exchange of Guotai Junan Securities and Haitong Securities
Item 1 Exhibit 99 5: Notice of the 2024 Third Extraordinary General Meeting
Item 1 Exhibit 99 6: Form of Proxy of Holders of H Shares for use at the 2024 third extraordinary general meeting
Item 1 Exhibit 99 7: Joint announcement despatch of the joint circular in relation to proposed merger and share exchange
Item 1 Exhibit 99 8: Proposed merger and share exchange announcement published on the Shanghai Stock Exchange
Item 1 Exhibit 99 9: Proposed Merger and Share Exchange Poll Results of the 2024 Third Extraordinary General Meeting
Item 1 Exhibit 99 10: Joint announcement update on progress relating to proposed merger and share exchange
Item 1 Exhibit 99 11: Joint announcement update on progress relating to proposed merger and share exchange
Item 1 Exhibit 99 12: Joint announcement update on progress relating to proposed merger and share exchange
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