Proposed Voluntary Delisting Of Hengxin Technology Ltd. From The ...

information prior to this Announcement), the Singapore Shareholders were holding
105,166,813 Shares, representing approximately 27.1% of the existing issued share
capital of the Company.
Hong Kong Shareholders
Hong Kong Shareholders may choose to accept the Exit Offer in respect of all or part
of their holdings of the Offer Shares. The consideration for each Offer Share is
HK$1.04 (equivalent to approximately S$0.17 based on the exchange rate of S$1 to
HK$6.12 as at the Announcement Date as quoted from Bloomberg, which is intended
to be fixed at such rate as stated) in cash. As at 2 August 2013, the Hong Kong
Shareholders were holding 282,833,187 Shares (including those held by the Offeror
and the Concert Parties), representing approximately 72.9% of the existing issued
share capital of the Company.
The Offeror does not intend to increase the Exit Offer Price.
The Offer Shares are to be acquired fully-paid and free from all liens, equities,
charges, encumbrances, rights of pre-emption and any other third party rights or
interests of any nature whatsoever (the ‘‘Encumbrances’’), and together with all rights,
benefits and entitlements attached thereto as at the closing date of the Exit Offer or
on the date if the Exit Offer is declared unconditional in all respects prior to the
closing date of the Exit Offer (as the case may be) and thereafter attaching thereto,
including the right to receive and retain all dividends, rights and other distributions
(if any) which may be declared, paid or made by the Company, on or after the closing
date of the Exit Offer or the date if the Exit Offer is declared unconditional in all
respects prior to the closing date of the Exit Offer (as the case may be). As at the
Announcement Date, there are no dividends which have been declared but remain
unpaid.
4.2 Conditions of the Exit Offer
The Exit Offer will be conditional upon: (a) the Requisite SGX Approval being
obtained; (b) the Requisite Shareholder Approval being obtained; and (c) a minimum
number of acceptances being received by the Offeror pursuant to Rule 15.1 of the
Singapore Code and Rule 30.2 of the Hong Kong Code, i.e., the Exit Offer will lapse
in the event the Offeror does not receive acceptances in respect of the Offer Shares
which, together with Shares acquired or agreed to be acquired before or during the
Exit Offer, will result in the Offeror and the Concert Parties holding more than 50%
of the voting rights of the Company.
If the Offeror does not receive the minimum number of acceptance pursuant to Rule
15.1 of the Singapore Code and Rule 30.2 of the Hong Kong Code, the Exit Offer
shall lapse and thus the Delisting will not proceed.
The last date of fulfillment of the above conditions to the Exit Offer is 31 December
2013.
4.3 Overseas Shareholders
This Announcement does not constitute an offer to sell or the solicitation of an offer
to subscribe for or buy any security, nor is it a solicitation of any vote or approval in
any jurisdiction, nor shall there be any sale, issuance or transfer of the securities
–5–