Ascendent Capital Partners II, L.P. managed by Ascendent Capital Partners, along with Xuan Rui Guo, Chairman and an Executive Director of China Automation Group, offered to acquire remaining 78.98% stake in China Automation Group Ltd. (SEHK:569) from unknown seller for approximately HKD 970 million on April 11, 2016. Ascendent and Xuan Rui Guo will pay HKD 1.20 in cash for each share of China Automation. Xuan Rui Guo already holds 215.77 million shares, representing 21.02% stake in China Automation. Xuan Rui Guo, Chairman and an Executive Director of China Automation Group offered to acquire the remaining 55.28% stake in China Automation Group Ltd. (SEHK:569) for approximately HKD 680 million on June 24, 2016. 567.3 million shares will be acquired for HKD 1.2 per share in cash. Xuan Rui Guo already held 1 million shares of China Automation Group directly and acquired 44.62% stake in China Automation Group on June 24, 2016. The option offer will be made for the cancellation of all outstanding Options (excluding 11.86 million options held by the Concert Group) for HKD 0.01 per option in cash. The offer will be financed by a loan facility of $99 million (HKD 767.956 million) from Ascendent Automation (Cayman) Limited pursuant to an interest-free loan facility agreement.

The share offer is conditional on valid acceptances for not less than 90% in value of the shares for which the share offer is made. The option offer will only become unconditional if the share offer becomes or is being declared unconditional in all respects. Independent Board Committee has been established and comprises two independent non-executive Directors, namely Wang Tai Wen and Ng Wing Fai. If the offeror receives valid acceptances of the offer for not less than 90% in value of the shares for which the share offer is made within four months of the posting of this composite document, the offeror will consider to exercise the right under section 88 of the Cayman Islands Companies Law to compulsorily acquire those shares not acquired by the offeror under the share offer. On completion of the compulsory acquisition, if exercised, the offeror will hold in 100% interest in the company and an application will be made for the withdrawal of the listing of the Shares from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. The Board recommends the shareholders and option holders to accept the offers. The offer period is from April 12, 2016 to August 26, 2016. As of August 8, 2016, the offer will not become unconditional. As of August 9, 2016, the offer has become unconditional. The closing date of the offer was extended from August 26, 2016 to September 9, 2016.

Optima Capital acted as financial advisor to Independent Board Committee of China Automation Group. Somerley Capital Limited acted as financial advisor to the offeror. Nicholas Norris, Derek Poon, Hong Cheon Wong, David Yun, Joe Chau and David Irvine of Kirkland & Ellis acted as legal advisor to Ascendent Capital. Tricor Investor Services Limited acted as registrar to China Automation Group. Currency conversion has been done using www.oanda.com as on June 24, 2016.