On June 14th, Caesars Tongsheng Development Co., Ltd. issued the “Announcement on the Suspension of Planning for Major Asset Restructuring”. The announcement stated that Caesars Tourism and Zhongxin Tourism Group are planning and issued by Caesars Tourism to all shareholders of Zhongxin Tourism. In the form of A-share stocks, the shares are exchanged to absorb and merge Uxin Travel, and A-shares are issued to raise matching funds.
Because the merger is still in the planning stage and there are uncertainties, in order to ensure fair information disclosure, safeguard the interests of investors, and avoid abnormal fluctuations in the company’s stock price, upon application to the Shenzhen Stock Exchange, the company’s stocks and corporate bonds are “17 Caesar 03” Trading will be suspended from the opening of the market on June 15, 2021 (Tuesday), and it is expected that the suspension will not exceed 5 trading days.
During the trading suspension period, the company will perform its information disclosure obligations in a timely manner based on the progress of the merger. The company will follow the “Administrative Measures for the Major Asset Restructuring of Listed Companies”, the “Guidelines for the Content and Format of Information Disclosure of Companies Publicly Issuing Securities No. 26-Major Asset Restructuring of Listed Companies (Revised in 2018)”, and “Listed Companies Planning for Major Events to Suspension and Resumption of Trading The Guidelines require disclosure of the reorganization plan approved by the board of directors, and an application for resumption of trading.
On June 11, 2021, Caesars Travel and Zhongxin Travel signed the “Cooperation Intent Agreement” on this merger. The main contents are as follows:
1. The company plans to issue A shares to all shareholders of Zhongxin Tourism to absorb and merge Zhongxin Tourism through share swap;
2. After the signing of this agreement, the two parties will negotiate the specific transaction plan, share conversion price, creditor’s rights and debt processing, employee placement, and dissenting shareholder protection mechanisms for the merger; both parties shall actively provide the other party with necessary cooperation and make every effort Promote this merger and complete the signing of the formal transaction agreement;
3. This agreement is only the preliminary agreement of intent between the two parties, and the specific rights and obligations of the two parties in this merger and various arrangements are subject to the formal transaction agreement finally signed by the two parties;
4. The merger and the officially signed transaction agreement need to be submitted to the respective board of directors and shareholders meeting of both parties for deliberation, and must be approved by the competent regulatory authority before it can be formally implemented.
5. Both parties agree to terminate this agreement in writing.