China Zenix Auto International Limited, one of the largest commercial vehicle wheel manufacturers in China in both the aftermarket and OEM market by sales volume, announced the completion of its merger (the “Merger”) with Newrace Mergersub Limited (“Merger Sub”), a wholly-owned subsidiary of Newrace Limited (“Parent”), pursuant to the previously announced agreement and plan of merger (the “Merger Agreement”) dated as of October 19, 2021 by and between the Company and Parent, which was joined by Merger Sub on October 20, 2021. Parent is a company incorporated in the British Virgin Islands and controlled by Mr. Jianhui Lai, Chairman and Chief Executive Officer of the Company (the “Chairman”). As a result of the Merger, the Company ceased to be a publicly traded company and became a wholly-owned subsidiary of Parent.
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Under the terms of the Merger Agreement, which was approved by the Company’s shareholders at a general meeting held on January 21, 2022, each of the Company’s ordinary shares (each a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the effective time of the Merger, has been cancelled in exchange for the right to receive $0.27 in cash per Share without interest, and each of the Company’s American depositary shares, each representing four Shares (each an “ADS” and collectively, the “ADSs”) issued and outstanding immediately prior to the effective time of the Merger, has been cancelled and ceased to exist in exchange for the right to receive US$1.08 in cash per ADS without interest.
Each registered shareholder as of the Effective Time who is entitled to the merger consideration will receive a letter of transmittal and instructions from the paying agent on how to surrender their share certificates (or affidavits and indemnities of loss in lieu of the share certificates) or non-certificated shares represented by book entry in exchange for the merger consideration. Registered shareholders should wait to receive the letters of transmittal before surrendering their share certificates. Each Dissenting Shareholder as of the Effective Time will receive a letter of transmittal and instruction at relevant time promptly after such shareholder has effectively withdrawn or lost his, her, or its appraisal rights under the BVI Companies Act. Each registered shareholder will receive in exchange of the shares surrendered a check in an amount equal to the merger consideration to which such holder is entitled. Merger consideration is not payable to untraceable shareholders unless such shareholders properly notify the paying agent or the depositary of their current contact details prior to the Effective Time. As to ADS holders entitled to the merger consideration, payment of the merger consideration will be made to ADS holders as soon as practicable after BNYM, the Company’s ADS depositary, receives the merger consideration.
The Company also announced today that BNYM, on behalf of the Company, will request the Financial Industry Regulatory Authority (“FINRA”) that listing for quotation of its ADSs on OTC Pink tier of the OTC Markets be suspended as of January 28, 2022 (New York time). The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission (the “SEC”). The Company’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes