Operational Guidelines for Account
Conversion Investors Related to the
Stock-for-stock Merger of China Merchants
Property Development Co., Ltd. by China
Merchants Shekou Industrial Zone Holdings
Co., Ltd. and the Listing of A and B-share
Securities in SZSE
December, 2015
Contents
Part I: Business Notice .................................................................................................................... 3
I. Classification of B-share Investors ............................................................................. 3
II. Classification of Investors of Operational Guidelines............................................. 3
III. Comparison Table of Main Differences between B-shares and A-shares ........... 4
Part II Operational Guidelines for Investors ............................................................................... 7
Chapter I Domestic Individual Investor ............................................................................... 7
Section I Business-related Organizations ...................................................................... 9
Section II Establish Association Relationship between Subaccount of A-shares and
Subaccount of B-shares................................................................................................. 10
Section III Determine the Custody Unit of CMSIZH A-shares ................................ 12
Section IV Transfer Registration Restricted Account ............................................... 13
Section V Trading Cost................................................................................................. 17
Section VI Inquiry Business ......................................................................................... 18
Section VII Change of Account Information .............................................................. 19
Section VIII General Meeting of Shareholders .......................................................... 20
Section IX Allotment of Shares .................................................................................... 21
Section X Cancellation of Transfer Registration Restricted Account ...................... 22
Section XI Pledge, Freezing and Non-trading Transfer of Account ......................... 23
Chapter II Foreign Investors for Domestic Transaction ................................................... 24
Section I Business-related Organizations .................................................................... 26
Section II Determine the Custody Unit of CMSIZH A-shares .................................. 27
Section III Transfer Registration Restricted Account ............................................... 28
Section IV Trading Cost ............................................................................................... 33
Section V Inquiry Business ........................................................................................... 35
Section VI Change of Account Information ............................................................... 36
Section VII General Meeting of Shareholders ............................................................ 37
Section VIII Allotment of Shares ................................................................................. 38
Section IX Cancellation of Transfer Registration Restricted Account .................... 39
Section X Pledge, Freezing and Non-trading Transfer of Account .......................... 40
Chapter III Foreign Investor for Non-domestic Transaction ........................................... 41
Section I Business-related Organizations .................................................................... 43
Section II Determine the Custody Unit of CMSIZH A-shares .................................. 44
Section III Transfer Registration Restricted Account ............................................... 45
Section IV Trading Cost ............................................................................................... 50
Section V Inquiry Business ........................................................................................... 52
Section VI Change of Account Information ............................................................... 53
Section VII General Meeting of Shareholders ............................................................ 54
Section VIII Allotment of Shares ................................................................................. 55
Section IX Cancellation of Transfer Registration Restricted Account .................... 56
Section X Pledge, Freezing and Non-trading Transfer of Account .......................... 57
Special notes
The scheme on stock-for-stock merger of China Merchants Property
Development Co., Ltd. by China Merchants Shekou Industrial Zone Holdings Co.,
Ltd. and listing in SZSE has been reviewed and approved by the General Meeting of
Shareholders of CMSIZH and CMPD respectively on October 9, 2015. On November
27, 2015, China Securities Regulatory Commission issued the Official Reply on
Approval of Stock-for-stock Merger of China Merchants Property Development Co.,
Ltd. by China Merchants Shekou Industrial Zone Holdings Co., Ltd. and Raising of
Supporting Funds (Z.J.X.K [2015] No. 2766).
In order to ensure smooth implementation of this stock-for-stock merger and to
guide the investors to complete the operation businesses of account conversion related
to the transfer from the ZSJB shares to the CMSIZH A-shares, the Operational
Guidelines has been prepared based on communications and discussions among all
related parties.
Part of basic procedures concerning this account conversion, such as the
withdrawal registration of B-shares and initial registration of A-shares, will be further
defined by relevant regulatory organizations or executive organizations by issuing
documents or notices. This Operational Guidelines just serve as general description
and the specific operational procedures shall be subject to the documents or notices
issued by relevant regulatory organizations or executive organizations.
This Operational Guidelines are prepared in both Chinese and English. In case of
any discrepancy, the Chinese version shall prevail.
Part I: Business Notice
As many types of investors are involved in this stock-for-stock merger of CMPD
by CMSIZH and the business operations relating to the account conversion of
different investors vary, in order to guarantee that all types of investors can conduct
transactions smoothly after ZSJB shares are converted into CMSIZH A-shares, we
hope that investors can carefully read the following instructions on the type of
investors, confirm which one you fall into and read corresponding part in Part II
“Operational Guidelines for Investors” herein to complete account conversion and
subsequent business operations.
I. Classification of B-share Investors
Investor is classified into domestic investor, foreign investor for domestic
transaction and foreign investor for non-domestic transaction in accordance with the
identity type of the investor and declaration ways for future transactions.
Type of Investor Standard of Classification
Domestic individual The domestic individual investor who opens a B-share securities
investor account in domestic securities company and conducts transaction
through the transaction system of domestic securities company
Foreign investor for The foreign investor who opens a B-share securities account in
domestic transaction domestic securities company and conducts transaction through
the transaction system of domestic securities company
Foreign investor for The foreign investor who opens an independent B-share
non-domestic transaction securities account in foreign broker and conducts transaction
through the foreign broker.
II. Classification of Investors of Operational Guidelines
Account conversion procedures and subsequent operations involved in this
stock-for-stock merger of CMPD by CMSIZH are classified and operated in
accordance with the types of investor shown below After confirming the type of
B-share securities account, investor can understand his/her own type in accordance
with the following standards of classification and accordingly read corresponding
contents of this Guidelines to operate this account conversion business:
Type of Investor Standard of Classification Corresponding Contents of
Operational Guidelines
Domestic individual The domestic individual investor Part II “Chapter I Domestic
investor who opens a B-share securities Individual Investor”
account in domestic securities
company and conducts transaction
through the transaction system of
domestic securities company
Foreign investor for The foreign investor who opens a Part II “Chapter II Foreign
domestic transaction B-share securities account in Investor for Domestic
domestic securities company and Transaction”
conducts transaction through the
transaction system of domestic
securities company
Foreign investor for The foreign investor who opens an Part II “Chapter III Foreign
non-domestic independent B-share securities Investor for Non-domestic
transaction account in foreign broker and Transaction”
conducts transaction through the
foreign broker.
III. Comparison Table of Main Differences between B-shares and A-shares
Contents of Comparison B-shares A-shares
Monday to Friday, trading Monday to Friday, trading
Trading date suspended on Saturday, suspended on Saturday,
Sunday and national holidays Sunday and national holidays
Market order: The quotation Market order: The quotation
is made at the market price is made at the market price
and the declaration can only and the declaration can only
Way of order quotation be made during continuous be made during continuous
trading hours trading hours
Limit order: The quotation is Limit order: The quotation is
made at a specified price made at a specified price
9:15 to 9:20: Accept the trade 9:15 to 9:20: Accept the trade
declaration and the declaration and the
cancellation cancellation
9:20 to 9:25: Accept the trade 9:20 to 9:25: Accept the trade
The trade declaration is
declaration, but do not accept declaration, but do not accept
processed by the system of
the declaration of cancellation the declaration of cancellation
exchange before opening
9:25 to 9:30: Accept the trade 9:25 to 9:30: Accept the trade
declaration and the declaration and the
declaration of cancellation, declaration of cancellation,
but do not process it but do not process it
9:30 to 11:30 and 13:00 to 9:30 to 11:30 and 13:00 to
Continuous trading hours
14:57 14:57
Stage of closing call auction 14:57 to 15:00 14:57 to 15:00
Minimum declared quantity
of buying for single 100 shares 100 shares
transaction
Quantity sold less than the
Zero share, one-off sale Zero share, one-off sale
minimum declared quantity
declared declared
for single transaction
Minimum fluctuating price HKD 0.01 RMB 0.01
Limit of change 10% 10%
Rotary trading day T + 1 day T + 1 day
Shares are delivered on the T
Settlement system T + 3 day + 0 day, while the fund is
delivered on the T + 1 day
Margin trading None Yes
The above differences are concluded only by making comparison between the
B-shares and A-shares, which are not applicable to the all the investors after ZSJB
shares are converted into CMSIZH A-shares. Different business operations apply to
different types of investors; for details, please refer to corresponding contents in the
Part II herein.
Part II Operational Guidelines for Investors
Chapter I Domestic Individual Investor
In order to guarantee that investors can conduct transactions smoothly after ZSJB
shares are converted into CMSIZH A-shares, the domestic individual investors, to
which this Chapter is applicable, shall fully understand and confirm the matters
shown below:
1. With respect to the investor who holds the CMSIZH A-shares as the shares are
not sold at the last trading day of ZSJB shares and fails to validly declare the cash
option, sale of shares in future will be liquidated by RMB and settled by RMB finally.
2. Investor needs to contact the securities company where transactions of B-share
securities account are made, which will apply to the CSDC to establish association
relationship between the subaccount of A-shares and subaccount of B-shares under
the one password account instead. For detailed operation definitions and procedures,
please refer to relevant contents specified in “Section II Establish Association
Relationship between Subaccount of A-shares and Subaccount of B-shares” of this
Chapter;
3. With respect to the investor who has no A-share securities account under the
one password account or has not confirmed the association relationship despite having
an A-share securities account (hereinafter referred to as “Lack of Corresponding
A-share Securities Account” as at December 7, 2015, CMSIZH will apply to the
CSDC to allocate one transfer registration restricted account which only can make the
sell order declaration. Investors shall fully understand the restrictions on trading;
4. It is required that the investor who is allocated the transfer registration
restricted account shall handle formalities relating to sale in the securities company in
accordance with the requirements of the securities company prior to sale;
5. Investor shall confirm that he/she is the investor, to which this Chapter is
applied, otherwise, potentially, relevant contents of this Operational Guidelines are
not complete applicable;
6. Investors shall fully understand the differences of trading rules and expenses
between B-shares and A-shares;
7. Stock code of trade declaration of CMSIZH A-shares is [ ] and name of
securities is “[ ]”;
8. Investors shall continuously pay attention to relevant announcements issued
by CMPD and CMSIZH and learn the progress of this stock-for-stock merger;
9. Investors may inquire of the securities company where transactions of B-share
securities account are made about the specific ways of business operation relating to
the account conversion.
10. Any investor who is involved in the agreed repurchase shall handle the earlier
repurchase formalities no later than the trading day prior to the registration date of
stock-for-stock merger; with respect to the investor involved in the repurchase by
stock pledge, the pledge originally set up will remain effective on the new code.
Section I Business-related Organizations
Full name of Abbreviation in this
Main relevant matters
organization Guidelines
China Merchants
Shekou Industrial
CMSIZH Information disclosure
Zone Holdings Co.,
Ltd.
China Merchants
Property
CMPD, ZSJB shares Information disclosure
Development Co.,
Ltd.
China Securities
Depository and Allocation of transfer registration restricted
CSDC
Clearing account
Corporation Limited
Shenzhen Stock Restrictions on buy order declaration of
SZSE
Exchange transfer registration restricted account
Handle all business applications of investors
and consultation, communication and notice;
assist investors in opening A-share securities
Domestic securities Domestic securities
account, confirm the association relationship
companies companies
between the A-share account and B-share
account and handling relevant formalities
required by sale of shares
Section II Establish Association Relationship between Subaccount of
A-shares and Subaccount of B-shares
After the unified account platform of CSDC goes online, the one password
account will be set up for investor on the basis of the original A-share securities
account B-share securities account in SSE (Shanghai Stock Exchange) and SZSE
which will be used to summarize and record the holding and changes of securities
under each subaccount of investor, and the original sec
