854.HK Cash Offer

WILLAS-ARRAY ELECTRONICS (HOLDINGS) LIMITED (854.HK) VOLUNTARY CONDITIONAL CASH OFFERS

Purchase price: HKD 3.3 in cash per share.

As disclosed in the Joint Announcement, the making of the Offers constitutes material assets reorganisations (重大資產重組) of Shanghai YCT under the requirements of CSRC and SSE. Accordingly, the making of the Offers was subject to the fulfillment of the following pre-conditions on or before the Long Stop Date:

Pre-conditions

(a) approvals from the PRC Anti-trust Regulatory Authorities:

(i) the PRC Anti-trust Regulatory Authorities (including the PRC’s State Administration for Market Regulation and its authorised relevant market regulators) having completed their anti-trust or concentration of business operators review on the Offers, and having granted their approval for the making of the Offers, whether conditionally or unconditionally, and the terms of such approval are satisfactory to the Offeror; or
(ii) after the expiry of the relevant statutory period for approval (being 30 to 180 days after the case is accepted for processing), the PRC Anti-trust Regulatory Authorities (including the PRC’s State Administration for Market Regulation and its authorised relevant market regulators) is deemed to have approved the making of the Offers in accordance with the relevant PRC laws and regulations on anti-trust; or
(iii) the PRC Anti-trust Regulatory Authorities (including the PRC’s State Administration for Market Regulation and its authorised relevant market regulators) having issued a written decision that the making of the Offers shall not be subject to any review of anti-trust or concentration of undertakings;

(b) no objection has been raised by the CSRC, the SFC, the Stock Exchange, the SIC, the SGXST and the SSE in respect of the Offers (or the making of the Offers thereof) and the relevant announcements issued (or to be issued) by the Offeror, the Company and/or Shanghai YCT (including the Joint Announcement and the announcement published (or to be published) by Shanghai YCT in relation to the making of the Offers as at the date of the Joint Announcement);

(c) the necessary licences, approvals, filings and registrations with any of the PRC Foreign Investment Authority (including Kunshan Development and Reform Commission, Kunshan Bureau of Commerce, State Administration of Foreign Exchange Kunshan Sub-branch, and any greater supervisory autonomy or authorised agency of the above authorities) in respect of the making of the Offers having been completed and the relevant authorities have not made a statement, notification or implication that any of the licence, approval, filing or registration is revoked or not renewed; and

(d) approvals and authorisations of the making of the Offers have been completed by the decision-making authorities of the Offeror and Shanghai YCT (including general meetings of shareholders, board of directors, boards of supervisors and other special meetings convened by the Offeror to implement the Offers).

If you accept the corporate action, please fill in the following information before 4 pm on 27/08/2024, and forward it to cs@futuhk.com by registered email to submit your application.

1. FutuBull ID:
2. Name: (Name in Chinese or English)
3. Stock code: 854.HK
4. Accepted corporate action shares: (fill in the number of shares applying for corporate action) [This corporate action does not accept additional applications]

Corporate action application fee:
Corporate action handling fee: HKD 0.80 per board lot
Handling fee: HKD 1.00 per board lot (Minimum HKD 30)
Stamp duty fee: 0.1% per transaction amount

Transaction Settlement Date: After the market close on 23/08/2024 (Stocks purchased after this date will not be accepted for corporate action applications)

Deadline for corporate action on 27/08/2024 @16:00 (HONG KONG TIME GMT+8).

Note:
1. If you do not receive an email reply before the deadline, you will automatically be deemed to have given up this corporate action.
2. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
3. Please reserve enough funds to pay the handling fee, otherwise, it will be deemed as a waiver.
4. If you fill in the wrong application information, you need to resend the email to submit the application.
5. Listed and sold stocks cannot apply for corporate action.
6. Once a corporate action is applied, it cannot be withdrawn.
7. In case of any changes, the announcement of the listed company shall prevail.

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