AVIC IHL 0161

[winston]

not vested

Oct 2, 2019

AVIC IHL Controlling Shareholder Makes General Offer at $9/Shr; Trading To Resume Tmr

AVIC IHL (00161.HK) announced that the controlling shareholder AVIC International intended to make a voluntary conditional cash offer to acquire all of the issued H Shares at an offer price of $9 per share, a premium of 29.12% over the closing price as quoted on the Stock Exchange on the Last Trading Date, involving up to $2.999 billion.

The company applied for a trading resumption with effect from tomorrow (3 October).

Source: AAStocks Financial News

[winston]

not vested

JOINT ANNOUNCEMENT
(1) VOLUNTARY CONDITIONAL OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED ON BEHALF OF AVIC INTERNATIONAL TO ACQUIRE ALL OF THE ISSUED H SHARES IN THE COMPANY;
(2) PROPOSED VOLUNTARY WITHDRAWAL OF LISTING OF THE H SHARES OF THE COMPANY;
(3) PROPOSED MERGER BY ABSORPTION OF THE COMPANY BY AVIC INTERNATIONAL;
AND
(4) RESUMPTION OF TRADING IN THE H SHARES OF THE COMPANY

(i) approval is given by at least 75% of the votes attaching to the H Shares held by the Independent H Shareholders that are cast either in person or by proxy at the H Share Class Meeting;

(ii) the number of votes cast (by way of poll) against the resolutions is not more than 10% of the votes attaching to all of the H Shares held by the Independent H Shareholders;

https://www1.hkexnews.hk/listedco/listc ... 201606.pdf

[winston]

vested

<Result Ann>AVIC IHL (00161.HK) 1-3Q Net Profit RMB386M, Up Over 5x

AVIC IHL (00161.HK) announced that for the first three quarters ended 30 September 2019, net profit surged 500.9% yearly to RMB386 million.

Basic EPS equaled 31.87 fen.

Source: AAStocks Financial News

[winston]

vested

Privatisation at HK$9.00

As stated in the Delay in Despatch Announcement, as additional time is required to finalise certain information to be included in the Composite Document, including, among others, the valuation of the relevant properties of the Group, an application has been made to the Executive pursuant to Rule 8.2 of the Takeovers Code for its consent to extend the deadline for the despatch of the Composite Document, together with the Form of Acceptance, to a date falling on or before 15 January 2020.

The Executive has granted its consent for such extension.

https://www1.hkexnews.hk/listedco/listc ... 200797.pdf

[winston]

vested

AVIC International and the Company are pleased to inform its Shareholders that on 26
November 2019, AVIC International has received a letter dated 25 November 2019 (“Letter”)
from two wholly-owned subsidiaries of CK Hutchison Holdings Limited (“CK Hutchison”),
which currently own, in aggregate, 30,120,000 H Shares in the Company, representing
approximately 9.04% of the total issued H Shares of the Company (each a “Relevant
Shareholder” and together the “Relevant Shareholders”).

In the Letter, the Relevant Shareholders expressed that, without assuming any legal obligations on their part, it is their then current intention
(i) to cast at the H Share Class Meeting and the Extraordinary General Meeting all votes attaching to all H Shares then held by them in the Company in favour of relevant resolutions for the approval of the Delisting, the Merger Agreement and the Merger contemplated thereunder, and
(ii) to accept the H Share Offer in respect of all H Shares held by them at the relevant time.

Further, the Relevant Shareholders also indicated in the Letter that, without assuming any restriction on their part to dispose of any H Shares in the Company going forward, they do not at the time of the issue of the Letter have immediate plan to dispose of any shares in the Company.

https://www1.hkexnews.hk/listedco/listc ... 600776.pdf

[winston]

vested

As more than 75% of the votes attaching to the H Shares held by the Independent H
Shareholders present in person or by proxy at the H Share Class Meeting were cast in favour
of each of the HCM Resolutions, and not more than 10% of the votes were cast against each
of the HCM Resolutions, all of the HCM Resolutions were duly passed as special resolutions
in accordance with the requirements of Rule 6.12 of the Listing Rules and Rule 2.2 of the
Takeovers Code.

WITHDRAWAL OF LISTING

Upon the H Share Offer becoming unconditional, the Company will make an application for
the Delisting in accordance with Rule 6.12 of the Listing Rules.

On the assumption that the H Share Offer becomes unconditional on or before Friday, 6 March 2020, it is currently expected that the voluntary withdrawal of listing of the H Shares from the Stock Exchange would happen at 9:00 a.m. on Friday, 17 April 2020, subject to the satisfaction of any conditions for the Delisting from the Stock Exchange, and receipt of any regulatory approvals required for such Delisting. H Shareholders will be notified by way of an announcement of the dates of the last day for dealing in the H Shares and on which the Delisting will become effective.

Accordingly, the Independent H Shareholders are reminded that if they do not accept the
H Share Offer and the H Share Offer subsequently becomes unconditional in all respects
and the H Shares are delisted from the Stock Exchange, this will result in the then
Independent H Shareholders holding securities that are not listed on the Stock Exchange.

https://www1.hkexnews.hk/listedco/listc ... 400939.pdf

[winston]

vested

Latest time for acceptance of the H Share Offer on the First Closing Date (Note 3) ........................................... 4:00 p.m. on Friday, 6 March 2020

First Closing Date (Note 4) ........................................... Friday, 6 March 2020

Announcement of the results of the H Share Offer on the First Closing Date (Note 5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Friday, 6 March 2020

Latest time for the H Share Offer to become or be declared unconditional as to acceptances (if not already unconditional) (Note 6) ..................... 7:00 p.m. on Friday, 6 March 2020

Each of the Company and AVIC International notifies their respective creditors by way of notifications and announcements of the Merger, assuming the Merger is approved ..........Monday, 9 March 2020

Last day of trading in the H Shares on the Stock Exchange, assuming the Delisting is approved ................Wednesday, 11 March 2020

Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances received at or before the latest time for acceptance of the H Share Offer on
Friday, 6 March 2020, being the First Closing Date (assuming the H Share Offer becomes or is declared unconditional in all respects on the First Closing Date) (Note 7) .......................Tuesday, 17 March 2020

Latest time and date for the H Share Offer remaining open for acceptance (assuming the H Share Offer becomes or is declared unconditional in all respects on Friday, 6 March 2020, being the First Closing Date) and closing of the H Share Offer (Note 8) .......... 4:00 p.m. on Friday,
3 April 2020

Final Closing Date .................................................. Friday, 3 April 2020

Announcement of the results of the H Share Offer as at the Final Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 7:00 p.m. on Friday, 3 April 2020

Latest date for posting of remittances for the amounts due under the H Share Offer in respect of valid acceptances received at or before the latest time for acceptance of the H Share Offer
on Friday, 3 April 2020 (being the latest date which the H Share Offer remains open for acceptance assuming the H Share Offer becomes or is declared unconditional in all respects on the First Closing Date) (Note 7) .... Thursday, 16 April 2020

Latest time for lodging transfers of the H Shares in order to qualify for the Merger Price (Note 10) ............................... 4:30 p.m. on Thursday, 16 April 2020

Closure of Registers for the determination of entitlements of the H Shareholders to receive the Merger Price ........................... from Friday, 17 April 2020 onwards

Voluntary withdrawal of the listing of the H Shares from the Stock Exchange (Note 9) ............................ 9:00 a.m. on Friday, 17 April 2020

End of the period during which creditors may request the Company and AVIC International to pay off their respective indebtedness ................ Thursday, 23 April 2020

Expected date for all Merger Conditions to be fulfilled (or waived, as applicable) and the Merger Effective Date (Note 10) . . . . . . . . . . . . . on or before Tuesday, 1 September 2020

Latest date for posting of remittances for the amounts due under the Merger Agreement to the existing H Shareholders as at the Merger Effective Date ..............................within seven Business Days of the Merger Effective Date

https://www1.hkexnews.hk/listedco/listc ... 701478.pdf