CMC Holdings' delisting failure: Whether it can resume trading depends on minority shareholders

The second and third proposals both received over 98% approval votes. This means that CMC will issue up to 473,190,969 bonus shares to all shareholders on a one-to-one basis, and shareholders can choose to receive either ordinary bonus shares or Class C shares.

Zheng Jianxing stated in an interview afterward that the failure to delist was the result he wanted, and whether CMC can resume trading depends on other minority shareholders.

The first proposal was to accept the cash delisting offer of SGD 30.15 per share proposed by Oversea-Chinese Banking Corporation. The proposal received 63.49% approval votes, failing to meet the minimum threshold of 75%, and thus was not passed, rendering Oversea-Chinese's offer invalid. Immediately after the voting result was announced, some shareholders applauded.

The Huang Kuangxin family, which played a crucial role in the overall outcome, told Lianhe Zaobao: "The voting result is a victory for minority shareholders against large enterprises." However, the Huang Kuangxin family also revealed that they have not yet decided on the next steps.

A spokesperson for Oversea-Chinese pointed out to the media that the group made a voluntary full acquisition offer of SGD 25.6 per share to CMC last May, aiming to increase its stake in CMC. By the end of the offer, Oversea-Chinese's shareholding had increased from 88.44% to 93.72%.

Key minority shareholder Huang Kuangxin family has not decided on the next steps

"Oversea-Chinese previously stated that regardless of the outcome, we are satisfied with this ratio. Class C shares are entitled to dividends and other distributions, which helps enhance Oversea-Chinese's profits."

Sun Zequn responded, "I like this optimistic attitude... As some shareholders pointed out, CMC has been suspended for a year, which is why we proposed the above plan. If CMC cannot resume trading, we indeed need to think of other solutions, but the outcome is still uncertain."

She pointed out that the family is aware of the pros and cons of the two options and is still discussing what to do next. Huang Kuangxin and his brother hold about 1% of CMC shares. Li Tucheng and two companies controlled by his family hold about 2%, and they are also family members of the founders of Oversea-Chinese.

Extended Reading

As a major shareholder, Oversea-Chinese will choose Class C shares. If all minority shareholders choose ordinary bonus shares, Oversea-Chinese's voting rights in CMC will decrease to 88.19%, allowing CMC to resume trading.

CMC held a special shareholders' meeting on Tuesday (July 8) afternoon to vote on three resolutions.

Minority shareholders voted against the delisting proposal of CMC Holdings, preventing CMC from being successfully delisted. Whether CMC's stock can resume trading also depends on whether minority shareholders accept the bonus shares it issues.

Small shareholders do not need to take any action if they choose ordinary bonus shares

In response to Sun Zequn's reminder, small shareholder Zheng Jianxing expressed opposition. He said, "I disagree with the statement that it is better for small shareholders to accept ordinary bonus shares. If we have enough people choosing Class C shares, the board must reconsider the next steps, perhaps proposing a better price than SGD 30.15?" Among the minority shareholders, Huang Kuangxin and his brother, as well as Li Tucheng and family representatives, are the two key figures. Huang Kuangxin and his brother both attended the extraordinary general meeting on Tuesday. His wife, Huang Chenjiayan, said in an interview afterwards: "The voting result is a victory for minority shareholders against large enterprises."

The chairman of CMC, Sun Zequn, reminded that while C shares can receive dividends, they do not have voting rights and are not traded on the market. The board recommends that minority shareholders choose ordinary red shares. CMC will notify shareholders separately about the timetable for the distribution of red shares. Shareholders who wish to receive ordinary shares do not need to take any action.

CMC's stock has been suspended since July last year. In June this year, at CMC's request, the Overseas Chinese offered a conditional delisting proposal to the remaining 6.28% minority shareholders at a price of HKD 30.15 per share. Both proposals were deemed insufficiently priced by minority shareholders