DFZQ Delays Circular on Potential 100% Purchase of Shanghai Securities, Seeks Whitewash Waiver Extension

Bulletin Express
05/27

DFZQ (officially 東方證券股份有限公司) announced a postponement in issuing its shareholder circular for the planned acquisition of 100% equity in Shanghai Securities through a mix of new A-share issuance under a specific mandate and cash consideration.

The Hong Kong Listing Rules and Rule 8.2 of the Takeovers Code required the circular to be dispatched by 27 May 2026 (15 business days and 21 calendar days, respectively, after the 6 May 2026 announcement). Owing to ongoing work on the Asset Valuation Report, total consideration and final transaction agreements, DFZQ has applied to the Securities and Futures Commission’s Executive for consent to extend the deadline to no later than 31 July 2026. The Executive has indicated it is “minded to grant” the extension.

Key conditions and shareholder approvals: • Execution of a definitive agreement between DFZQ and the vendors of Shanghai Securities remains outstanding. • Completion of the transaction will require multiple regulatory approvals, registration with relevant authorities and a Whitewash Waiver from the Executive. • Granting of the Whitewash Waiver is contingent upon approval by at least 75% of votes cast by Takeovers Code independent shareholders, while the transaction itself needs more than 50% of such votes at the extraordinary general meeting.

DFZQ cautions investors that the transaction may or may not proceed, depending on the completion of documentation and satisfaction of the above conditions. Further announcements will confirm the revised circular dispatch date.

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