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Advised Xiezhong International Holdings Limited on its proposed privatisation

Advised Xiezhong International Holdings Limited (“Xiezhong International”) on its proposed privatisation by way of a scheme of arrangement, and assisted Xiezhong International in drafting relevant sections of the scheme document and responding to queries raised by the regulatory authorities. The scheme document for the privatisation was despatched to shareholders on 24 May 2021, and completion of the privatisation is subject to, amongst others, the following approvals at general meetings:

(1) At the court meeting, (a) 75% of the disinterested shareholders (based on voting rights held by disinterested shareholders who attend and vote) voted for the relevant resolutions; (b) not more than 10% of all the disinterested shareholders voted against the relevant resolutions; and (c) more than 50% of the attending shareholders voted for the relevant resolutions (based on number of attending shareholders); and

(2) At the extraordinary general meeting, the relevant special resolutions are approved by 75% of the shareholders (based on voting rights held by shareholders who attend and vote).

Xiezhong International through its subsidiaries is principally engaged in the development, production and sales of automotive HVAC systems and a range of automotive HVAC components, the provision of technical testing and related services and the operation of 4S dealership stores in the PRC.

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