THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Notice or as to the action to be taken, you should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in AMVIG Holdings Limited, you should at once hand this Notice to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Golden Vision Buyout Fund SPC

(Incorporated in the Cayman Islands with limited liability)

acting for and on behalf of

Golden Vision Buyout Fund I SP

Notice of compulsory acquisition of the shares of

AMVIG HOLDINGS LIMITED

Incorporated in the Cayman Islands with limited liability (Stock Code: 2300)

(Section 88(1) of the Companies Act (Cap. 22 (Law 3 of 1961) as consolidated and amended) of the

Cayman Islands (the "Companies Act"))

FOLLOWING

THE UNCONDITIONAL MANDATORY CASH OFFERS

BY CCB INTERNATIONAL CAPITAL LIMITED

FOR AND ON BEHALF OF

GOLDEN VISION BUYOUT FUND SPC ACTING FOR AND ON BEHALF OF

GOLDEN VISION BUYOUT FUND I SP (THE "OFFEROR")

TO ACQUIRE ALL THE ISSUED SHARES OF

AMVIG HOLDINGS LIMITED ("AMVIG")

(OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE

ACQUIRED BY THE OFFEROR AND

THE PARTIES ACTING IN CONCERT WITH IT) AND

FOR THE CANCELLATION OF ALL THE OUTSTANDING OPTIONS OF

AMVIG HOLDINGS LIMITED

To: The Offer Shareholders holding the Remaining Offer Shares (as defined hereunder) (the "Remaining Offer Shareholders")

INTRODUCTION

References are made to (i) the composite offer document jointly issued by the Offeror and AMVIG dated 18 November 2020 (the "Composite Document"); and (ii) the announcement jointly issued by the Offeror and AMVIG dated 23 December 2020 in relation to, among other things, the close of the Offers at 4:00 p.m. on Wednesday, 23 December 2020 (the "Closing Announcement").

At 4:00 p.m. on 23 December 2020, being the latest time for acceptance of the Offers, the Offeror had received, in response to the Share Offer, valid acceptances thereof equating to 475,219,502 Offer Shares, being approximately 97.68% of the Offer Shares. As disclosed in the Closing Announcement, the Offeror will privatise AMVIG by exercising its rights, pursuant to section 88 of the Companies Act, to compulsorily acquire (the "Compulsory Acquisition") those Offer Shares not acquired by the Offeror under the Share Offer (the "Remaining Offer

Shares").

Capitalised terms used herein shall have the same meanings as those defined in the Composite Document and/or the Closing Announcement, unless the context requires otherwise.

NOTICE OF COMPULSORY ACQUISITION

Pursuant to section 88(1) of the Companies Act, the Offeror, having received valid acceptances of the Share Offer in respect of not less than ninety per cent of the Offer Shares, hereby gives you notice that:

  • (a) the Offeror will acquire all of the Remaining Offer Shares registered in your name on the Record Date (as defined below); and

  • (b) unless an application to object to the Compulsory Acquisition is made to the Grand Court of the Cayman Islands (the "Cayman Court") by you (or another Remaining Offer Shareholder) within one month from the date of this Notice and such objection is ultimately upheld by the Cayman Court, the Offeror will be entitled and bound to acquire your Remaining Offer Shares at HK$2.12 per Remaining Offer Share (the "Compulsory Acquisition Consideration") in cash in accordance with the terms of the Share Offer and as set out below.

The Remaining Offer Shares will be acquired by the Offeror at the date of completion of the Compulsory Acquisition (the "Completion Date") free from all rights of pre-emption, options, liens, claims, equities, charges, encumbrances and any other third party rights of any nature and together with all rights attached to them, including the right to receive in full all dividends and other distributions, if any, declared, made or paid on or after 23 December 2020, being the Final Closing Date.

Section 88 of the Companies Act is set out in the Appendix I to this Notice.

The prescribed form of Notice to Dissenting Shareholders (pursuant to section 88(1) of the Companies Act (2021 Revision)) is set out in the Appendix II to this Notice.

If you are in doubt as to your rights and obligations under the Companies Act in respect of the Compulsory Acquisition, you should consult a solicitor or other professional adviser qualified to advise on matters of Cayman Islands law.

PROCEDURES FOR TRANSFER AND SETTLEMENT

To facilitate the despatch of the Compulsory Acquisition Consideration (less seller's ad valorem stamp duty) to the Remaining Offer Shareholders, the register of members of AMVIG will be closed from Wednesday, 14 April 2021 to Monday, 19 April 2021 (both dates inclusive). Remaining Offer Shareholders whose names appear on the register of members of AMVIG on Monday, 19 April 2021 (the "Record Date") will be entitled to receive the Compulsory Acquisition Consideration (less seller's ad valorem stamp duty).

On 19 April 2021, the Offeror will pay to AMVIG the aggregate consideration (less seller's ad valorem stamp duty) due to the Remaining Offer Shareholders. AMVIG will hold such sum in a separate bank account on trust for these Remaining Offer Shareholders until the earlier of (i) the Remaining Offer Shareholders are paid HK$2.12 per Remaining Offer Share (less seller's ad valorem stamp duty) in accordance with the terms of the Share Offer; or (ii) AMVIG obtains an order from a court of the Cayman Islands with directions as to how the sum (or its remainder) should be dealt with.

If your name appears on the register of members of AMVIG on the Record Date, AMVIG will on 19 April 2021 execute, as your agent, a consolidated transfer form and a sold note in respect of all the Remaining Offer Shares (which will include the Remaining Offer Shares registered in your name on the Record Date) for the purposes of stamping and payment of stamp duty. Following the execution and stamping of the transfer documentation, on the day immediately after the Completion Date, which is expected to be 20 April 2021, the register of members of AMVIG will be updated to record the Offeror as the registered holder of all the Remaining Offer Shares (which will include the Remaining Offer Shares registered in your name on the Record Date), thereby transferring those shares to the Offeror. The share certificates for the Remaining Offer Shares registered in your name will be deemed cancelled and will no longer be the evidence of title to the shares of AMVIG with effect from the Completion Date. Thereafter, as soon as practicable and in any event not later than end of May 2021, a cheque will be despatched to you, by ordinary post and at your own risk, consisting of the Compulsory Acquisition Consideration (less seller's ad valorem stamp duty) payable to you in respect of the Remaining Offer Shares registered in your name on the Record Date.

By Order of the board of

Golden Vision Buyout Fund SPC acting for and on behalf of Golden Vision Buyout Fund I SP Wang Hui

Director

Dated: 19 March 2021

Appendix I

Section 88 of the Companies Act (2021 Revision)

of the Cayman Islands

Power to acquire shares of dissentient shareholders

88. (1) Where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as "the transferor company") to another company, whether a company within the meaning of this Law or not (in this section referred to as "the transferee company") has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than ninety per cent in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company.

  • (2) Where a notice has been given by the transferee company under this section and the Court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an application to the Court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares.

  • (3) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held by that company on trust for the several persons entitled to the shares in respect of which the said sum or other consideration were respectively received.

  • (4) In this section - "dissenting shareholder" includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company, in accordance with the scheme or contract.

Note: "Court" is defined to mean the Grand Court of the Cayman Islands by section 2(1) of the Companies Act.

Appendix II

Companies Act (2021 Revision)

NOTICE TO DISSENTING SHAREHOLDERS (pursuant to section 88(1) of the Companies Act (2021 Revision))

In the matter of AMVIG HOLDINGS LIMITED (Stock Code: 2300) (hereinafter called the "transferor company")

Notice by Golden Vision Buyout Fund SPC acting for and on behalf of Golden Vision Buyout Fund I SP (hereinafter called the "transferee company")

To: (name and address of dissenting shareholder)

WHEREAS on 18 November 2020, the transferee company made an offer to all the holders of ordinary shares in the transferor company AND WHEREAS up to 23 December 2020, being a date within four months after the making thereof, such offer was approved by the holders of not less than ninety per cent in value of the said ordinary shares.

NOW THEREFORE the transferee company in pursuance of section 88(1) of the Companies Act (2021 Revision), hereby give you notice that it desires to acquire the ordinary shares held by you in the transferor company AND further take notice that, unless on an application made by you within one month from the date on which this notice is given, the Court thinks fit to order otherwise, the transferee company will be entitled and bound to acquire the ordinary shares held by you in the transferor company on the terms on which under the scheme or contract of the approving shareholders are to be transferred to the transferee company.

Wang Hui Director

For and on behalf of Golden Vision Buyout Fund SPC acting for and on behalf of Golden Vision Buyout Fund I SP

Date: 19 March 2021

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AMVIG Holdings Limited published this content on 19 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2021 12:40:03 UTC.