Date of announcement 2015/11/23
Time of announcement 19:22:49
Date of events 2015/11/23
Date of events 2015/11/23
To which item it meets paragraph 11
Statement
Statement
1.Kind of merger/acquisition (e.g.merger, consolidation, spin-off
,acquisition, or receiving assignment of shares):Merger.
2.Date of occurrence of the event:2015/11/23
3.Names of companies participating in the merger (e.g.name of the
other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company
whose shares are taken assignment of):
CDIB Global Markets II Limited (“GM II”) is the
surviving company (the name of GM II will be changed to
CDIB Global Markets Limited after the merger), while CDIB
Global Markets I Limited (“GM I”) and CDIB Global Markets
III Limited (“GM III”) are the dissolved companies.
4.Counterparty (e.g.name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of shares):
GM I, GM II and GM III.
5.Relationship between the counterparty and the Company (investee
company in which the Company has re-invested and has shareholding
of XX%), and explanation of the reasons for the decision to acquire,
or take assignment of the shares of, an affiliated enterprise or
related person, and whether it will affect shareholders' equity:
GM I, GM II and GM III are all 100% owned subsidiaries
of China Development Industrial Bank (“CDIB”) and the
merger of GM I, GM II and GM III will not impact on the
shareholder's equity of CDIB.
6.Purpose/objective of the merger/acquisitionation:
For the purpose of consolidation of group resources and
the improvement of efficiency and capital allocation.
7.Anticipated benefits of the merger/acquisition:
From the investment management and subsidiaries
governance perspectives, the merger can achieve cost
saving and efficiency of resource consolidation in
the group.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
GM I, GM II and GM III are all 100% owned subsidiaries
of CDIB and therefore, the merger will not impact on
the net worth per share and earnings per share of CDIB.
9.Share exchange ratio and basis of its calculation:
(1) Share exchange ratio: 1 ordinary share of
GM I exchanges for 0.001112 ordinary share of
GM II;1 ordinary share of GM III exchanges
for 0.00072407 ordinary share of GM II.
(2) Basis of its calculation: NAV based on
2015/9/30 valuation and taking into
consideration of capital reduction on 2015/10/26.
10.Scheduled timetable for consummation:2015/12/31
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::
GM II, as a surviving company, will
assume the rights and obligations of GM I and
GM III.
12.Basic information of companies participating in the merger:
The business scopes of GM I, GM II and GM III are
venture capital funds investment and co-investment
with 3rd party funds.
13.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumesof the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any,
in capital of the split company) (note: not applicable other
than where there is announcementof a spin-off):
Not applicable.
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None.
15.Other important stipulations:None.
16.Do the directors have any objection to the present transaction?:No.
,acquisition, or receiving assignment of shares):Merger.
2.Date of occurrence of the event:2015/11/23
3.Names of companies participating in the merger (e.g.name of the
other company participating in the merger or consolidation, newly
established company in a spin-off, acquired company, or company
whose shares are taken assignment of):
CDIB Global Markets II Limited (“GM II”) is the
surviving company (the name of GM II will be changed to
CDIB Global Markets Limited after the merger), while CDIB
Global Markets I Limited (“GM I”) and CDIB Global Markets
III Limited (“GM III”) are the dissolved companies.
4.Counterparty (e.g.name of the other company participating in
the merger or consolidation, company taking assignment of the
spin-off, or counterparty to the acquisition or assignment of shares):
GM I, GM II and GM III.
5.Relationship between the counterparty and the Company (investee
company in which the Company has re-invested and has shareholding
of XX%), and explanation of the reasons for the decision to acquire,
or take assignment of the shares of, an affiliated enterprise or
related person, and whether it will affect shareholders' equity:
GM I, GM II and GM III are all 100% owned subsidiaries
of China Development Industrial Bank (“CDIB”) and the
merger of GM I, GM II and GM III will not impact on the
shareholder's equity of CDIB.
6.Purpose/objective of the merger/acquisitionation:
For the purpose of consolidation of group resources and
the improvement of efficiency and capital allocation.
7.Anticipated benefits of the merger/acquisition:
From the investment management and subsidiaries
governance perspectives, the merger can achieve cost
saving and efficiency of resource consolidation in
the group.
8.Effect of the merger or consolidation on net worth per share and
earnings per share:
GM I, GM II and GM III are all 100% owned subsidiaries
of CDIB and therefore, the merger will not impact on
the net worth per share and earnings per share of CDIB.
9.Share exchange ratio and basis of its calculation:
(1) Share exchange ratio: 1 ordinary share of
GM I exchanges for 0.001112 ordinary share of
GM II;1 ordinary share of GM III exchanges
for 0.00072407 ordinary share of GM II.
(2) Basis of its calculation: NAV based on
2015/9/30 valuation and taking into
consideration of capital reduction on 2015/10/26.
10.Scheduled timetable for consummation:2015/12/31
11.Matters related to assumption by the existing company or new
company of rights and obligations of the extinguished (or spun-off)
company::
GM II, as a surviving company, will
assume the rights and obligations of GM I and
GM III.
12.Basic information of companies participating in the merger:
The business scopes of GM I, GM II and GM III are
venture capital funds investment and co-investment
with 3rd party funds.
13.Matters related to the spin-off (including estimated value of
the business and assets planned to be assigned to the existing
company or new company; the total number and the types and
volumesof the shares to be acquired by the split company or
its shareholders; matters related to the reduction, if any,
in capital of the split company) (note: not applicable other
than where there is announcementof a spin-off):
Not applicable.
14.Conditions and restrictions on future transfers of shares
resulting from the merger or acquisition:None.
15.Other important stipulations:None.
16.Do the directors have any objection to the present transaction?:No.