Fanhua Announces Details of Distribution of CNFinance Shares
10 Juni 2022 - 10:15PM
Fanhua Inc. (the “Company” or “Fanhua”) (Nasdaq: FANH), a leading
independent financial services provider in China, today announced
the details of its previously announced distribution of shares of
CNFinance Holdings Limited (“CNFinance”), whose ADSs are currently
traded on the New York Stock Exchange (NYSE: CNF).
Based on 1,074,291,784 ordinary shares of Fanhua
outstanding as of June 9, 2022, or the Record Date, Fanhua will
distribute 252,995,600 ordinary shares of CNFinance to Fanhua
shareholders on a pro rata basis. Fanhua shareholders will receive
4.71 CNFinance ordinary shares for each 20 outstanding Fanhua
ordinary shares held as of the Record Date, or 0.2355 CNFinance
ADSs for each Fanhua ADS, held as of the close of business on the
record date set by the depositary for the Fanhua ADSs. The
CNFinance ordinary shares and the CNFinance ADSs (each CNFinance
ADS represents 20 CNFinance ordinary shares) are collectively
referred to as the CNFinance Shares. The distribution date is
anticipated to be on or about June 28, 2022 (the “Distribution
Date”). Following the distribution of the CNFinance Shares,
Fanhua’s equity stake in CNFinance will decrease from approximately
18.5% currently to approximately 0.01%.
The Company will not distribute any fractional
CNFinance Shares. The number of fractional CNFinance Shares that
would be distributable to each of the Fanhua shareholders in the
form of ordinary shares will be rounded down to the nearest whole
number and be further rounded down to the nearest integral multiple
of 20.
As the depositary for the Company’s ADSs is
considered one holder on the Company’s books, the number of
CNFinance ordinary shares distributed to the depositary will be
rounded down to the nearest whole number and be further rounded
down to the nearest integral multiple of 20, rather than rounding
occurring on a holder of ADS level. No fractional CNFinance ADSs
will be distributed. Any fractional CNFinance ADSs will be
aggregated and sold on behalf of those holders of Fanhua ADSs who
would otherwise be entitled to receive a fractional CNFinance ADS.
Following the distribution and such sale, it is anticipated that
each eligible holder of Fanhua ADSs will receive a cash payment in
an amount equal to their pro rata share of the total net proceeds
from the sale of fractional ADSs, if any, less any applicable fees
and expenses.
No action or payment is required by Fanhua
shareholders to receive CNFinance Shares. An Information Statement
containing details regarding the distribution of the CNFinance
Shares will be provided to Fanhua shareholders prior to the
Distribution Date. Investors are encouraged to consult with their
financial advisors regarding the specific implications of buying or
selling Fanhua ordinary shares after the ex-dividend date of June
8, 2022.
The gross amount of the distribution of
CNFinance Shares or cash in lieu thereof will be characterized as a
taxable dividend for U.S. federal income tax purposes to the extent
paid out of our current or accumulated earnings and profits, as
determined under U.S. federal income tax principles. Because we do
not intend to determine our earnings and profits on the basis of
U.S. federal income tax principles, any distribution paid will
generally be reported as a “dividend” for U.S. federal income tax
purposes. The amount of the dividend for such tax purposes will be
equal to the sum of (x) the fair market value of CNFinance Shares
received by a U.S. holder and (y) any cash payment in lieu of
fractional CNFinance ADSs paid to a U.S. holder. You should treat
the distribution date of June 28, 2022 as the date of the dividend.
Fanhua shareholders are urged to consult with their tax advisors
with respect to the U.S. federal, state, local and foreign tax
consequences of the distribution.
About Fanhua Inc.
Fanhua Inc. is a leading independent financial
services provider. Through our online platforms and offline sales
and service network, we offer a wide variety of financial products
and services to individuals, including life and property and
casualty insurance products. We also provide insurance claims
adjusting services, such as damage assessments, surveys,
authentications and loss estimations, as well as value-added
services, such as emergency vehicle roadside assistance.
Our online platforms include: (1) Lan Zhanggui,
an all-in-one platform which allows our agents to access and
purchase a wide variety of insurance products, including life
insurance, auto insurance, accident insurance, travel insurance and
standard health insurance products from multiple insurance
companies on their mobile devices; (2) Baowang (www.baoxian.com),
an online entry portal for comparing and purchasing short term
health, accident, travel and homeowner insurance products; and (3)
eHuzhu (www.ehuzhu.com), a non-profit online mutual aid platform
in China.
As of March 31, 2022, our distribution and
service network is consisted of 734 sales outlets covering 23
provinces, autonomous regions and centrally-administered
municipalities and 109 service outlets covering 31 provinces.
For more information about Fanhua Inc., please visit
http://ir.Fanhuaholdings.com/.
Forward-looking Statements
This press release contains statements of a
forward-looking nature. These statements, including the statements
relating to the Company’s future financial and operating results,
are made under the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. You can identify these
forward-looking statements by terminology such as “will,”
“expects,” “believes,” “anticipates,” “intends,” “estimates” and
similar statements. Among other things, management's quotations and
the Business Outlook section contain forward-looking statements.
These forward-looking statements involve known and unknown risks
and uncertainties and are based on current expectations,
assumptions, estimates and projections about Fanhua and the
industry. Potential risks and uncertainties include, but are not
limited to, those relating to its ability to attract and retain
productive agents, especially entrepreneurial agents, its ability
to maintain existing and develop new business relationships with
insurance companies, its ability to execute its growth strategy,
its ability to adapt to the evolving regulatory environment in the
Chinese insurance industry, its ability to compete effectively
against its competitors, quarterly variations in its operating
results caused by factors beyond its control and macroeconomic
conditions in China, future development of COVID-19 outbreak and
their potential impact on the sales of insurance products. All
information provided in this press release is as of the date
hereof, and Fanhua undertakes no obligation to update any
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although Fanhua believes that the expectations
expressed in these forward-looking statements are reasonable, it
cannot assure you that its expectations will turn out to be
correct, and investors are cautioned that actual results may differ
materially from the anticipated results. Further information
regarding risks and uncertainties faced by Fanhua is included in
Fanhua's filings with the U.S. Securities and Exchange Commission,
including its annual report on Form 20-F.
For more information, please contact:
Investor Relations
Tel: +86 (20) 8388-3191
Email: qiusr@Fanhuaholdings.com
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