Guotai Junan International Holdings Limited (Guotai Junan International or “the Company”) and Guotai Haitong Financial Holdings Limited (“the Offeror”) have jointly despatched the composite scheme document and option offer letter for the proposed privatisation of the Company by way of a scheme of arrangement under Section 673 of the Hong Kong Companies Ordinance.
Key Developments • Document Despatch: The scheme circular, court and EGM notices, proxy forms and the option offer letter were mailed to shareholders and option holders on 6 Nov 2026. • Independent Opinions: – An Independent Board Committee comprising all non-executive and independent non-executive directors with no interest in the transaction recommends that disinterested shareholders vote in favour of the scheme and that share-option holders accept the related option offer. – Altus Capital, as Independent Financial Adviser, has concluded that the proposal is fair and reasonable to disinterested shareholders and option holders.
Principal Timetable (Hong Kong Time) • 24 Nov 2026 – Deadline for lodging share transfers and exercising options to vote. • 25–30 Nov 2026 – Register closed for voting entitlement. • 30 Nov 2026 – Court Meeting (10:00 a.m.) and EGM (10:30 a.m.) at Conrad Hotel, Hong Kong. • 5 Jan 2027 – Expected last trading day of Company shares. • 8 Jan 2027 – Record date for option offer; final deadline for option exercise and acceptance. • 21 Jan 2027 – High Court hearing to sanction the scheme; results announcement expected the same day. • 29 Jan 2027 – Targeted effective date of the scheme; option offer becomes unconditional. • 1 Feb 2027 – Anticipated withdrawal of Guotai Junan International shares from the Hong Kong Stock Exchange at 4:00 p.m. • 11 Feb 2027 (or earlier) – Latest date for despatch of cash consideration to scheme shareholders and option holders.
Conditions Precedent Implementation of the proposal remains subject to: 1. Approval of the scheme by at least 75% of votes cast by disinterested shareholders at the Court Meeting and not opposed by more than 10% of disinterested voting rights. 2. Passing of the requisite special resolution at the EGM. 3. High Court sanction of the scheme and subsequent registration of the order with the Companies Registry. 4. Fulfilment or waiver of all other conditions outlined in the Scheme Document by the long-stop date.
Cautionary Note The privatisation will lapse if any condition is not satisfied or waived by the long-stop date. Shareholders, option holders and investors are advised to exercise caution when dealing in the Company’s securities.