Fanhua Announces Details of Distribution of CNFinance Shares
Fanhua Inc. (Nasdaq: FANH) announced a distribution of shares from CNFinance Holdings Limited to its shareholders. As of June 9, 2022, Fanhua will distribute 252,995,600 ordinary shares of CNFinance on a pro rata basis, equating to 4.71 shares for every 20 Fanhua shares held. The distribution date is set for June 28, 2022. Post-distribution, Fanhua’s stake in CNFinance drops from 18.5% to approximately 0.01%. This transaction may be considered a taxable event for U.S. federal income tax purposes and shareholders are advised to consult tax advisors.
- Distribution of 252,995,600 shares of CNFinance enhances shareholder value.
- Pro rata distribution allows shareholders to retain a stake in CNFinance.
- Fanhua's stake in CNFinance will diminish significantly from 18.5% to 0.01%, potentially reducing influence over CNFinance.
GUANGZHOU, China, June 10, 2022 (GLOBE NEWSWIRE) -- 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
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.
FAQ
What is the share distribution date for Fanhua Inc. regarding CNFinance?
How many CNFinance shares will Fanhua shareholders receive?
What happens to fractional CNFinance shares from Fanhua's distribution?
Is the distribution of CNFinance shares taxable for U.S. shareholders?
What will Fanhua's percentage ownership in CNFinance be after the distribution?
