China Merchants Industry Investment Limited made an offer to acquire AVIC International Maritime Holdings Limited (Catalist:O2I) from AVIC International Holdings Limited (SEHK:161) and other shareholders for SGD 42.8 million on August 27, 2019. China Merchants Industry will acquire each share at SGD 0.15 each in cash. China Merchants Industry and AVIC International Maritime have entered into a conditional implementation agreement pursuant to which they have agreed certain steps to be taken to implement the offer. AVIC International Maritime Holdings provided an irrevocable undertaking to China Merchants Industry to accept the offer. The irrevocable undertaking will lapse upon the earlier of the announcement not being released by China Merchants Industry by August 29, 2019, pre-condition not being fulfilled, formal offer announcement not being released within two business days of the satisfaction of the pre-condition or the offer, if and when made, being withdrawn or lapsing for whatever reason. If China Merchants Industry receives valid acceptances not less than 90% of the total number of shares in issue, China Merchants Industry would be entitled to exercise the right to compulsorily acquire all the offer shares of shareholders who have not accepted the offer on the same terms as those offered under the offer. China Merchants Industry has no intention to maintain the listing status of AVIC International Maritime Holdings and intends to exercise its rights of compulsory acquisition.

The formal offer will only be made if the pre-condition has been satisfied on or before December 26, 2019, or such other later date as the Securities Industry Council of Singapore (“SIC”). The pre-condition is shareholders of AVIC International Maritime having passed all necessary resolutions to approve the sale by AVIC International Maritime of the relevant shares. In the event that the Pre-Condition is not satisfied, the offer will not be made. The offer will be conditional upon China Merchants Industry receiving valid acceptances of more than 50%. The SIC has confirmed that it has no objections to the pre-condition. AVIC International Holdings Limited Directors, including the independent non-executive Directors, recommend the Shareholders to vote in favour of the transaction. Shareholders meeting of AVIC International Holdings Limited will be held on November 11, 2019 to approve the transaction. As of November 11, 2019, the transaction has been approved by the shareholders of AVIC International Holdings Limited. As of November 11, 2019, the pre-condition is satisfied. As of November 25, 2019, China Merchants Industry Investment Limited offers SGD 0.015 in cash to acquire all the shares of AVIC International Maritime Holdings Limited. The offer will be conditional upon China Merchants Industry Investment Limited receiving valid acceptance in respect of number of offer shares, when taken together with the shares owned, controlled or agreed to be acquired by China Merchants Industry Investment Limited and parties acting in concert with it would result in China Merchants Industry Investment Limited holding such number of Shares carrying more than 50 per cent of the voting rights attributable to the issued Shares. The offer became unconditional on November 26, 2019. The offer will close on December 23, 2019. As of November 26, 2019, closing date has been extended to January 6, 2020. As of December 4, 2019, AVIC International Holdings sold all its holding representing 73.87% shares in AVIC International Maritime Holdings to China Merchants Industry Investment. As of January 3, 2020, China Merchants Industry Investment Limited owned 90.86% stake in AVIC International Maritime Holdings Limited. As of January 5, 2020, the offer remain open for the shareholders till January 6, 2020 to accept to the offer.

PricewaterhouseCoopers Hong Kong and Deloitte Touche Tohmatsu Hong Kong SAR acted as accountants for AVIC International Holdings Limited in the transaction. RHB Securities Singapore Pte. Ltd. acted as financial advisor to the Board of AVIC International Holdings. United Overseas Bank Limited (SGX:U11) acted as financial advisor to China Merchants Industry Investment Limited. Boardroom Corporate & Advisory Services Pte. Ltd. acted as registrar for AVIC International Holdings.

China Merchants Industry Investment Limited completed the acquisition of AVIC International Maritime Holdings Limited (Catalist:O2I) from AVIC International Holdings Limited (SEHK:161) and other shareholders on January 6, 2020. China Merchants Industry Investment Limited acquired 259.65 million shares representing 90.92% stake of AVIC International Maritime Holdings Limited during the offer period and will go for compulsory acquisition for remaining stake. As of February 20, 2020, United Overseas Bank Limited has exercised the right its right of compulsory acquisition to compulsorily acquire all the shares of the dissenting shareholders at the offer price of SGD 0.15 per share and on the same terms and conditions of the offer on behalf of China Merchants Industry Investment Limited. AVIC International Maritime Holdings Limited will be delisted from the SGX-ST upon the completion of the Compulsory Acquisition Exercise.