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AAC Technologies Holdings Inc. — Capital/Financing Update 2012
Sep 5, 2012
50345_rns_2012-09-05_4ab41918-bece-42da-8864-e03f530ceedb.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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AAC TECHNOLOGIES HOLDINGS INC. 瑞聲科技控股有限公司
(Incorporated in the Cayman Islands with limited liability) (Stock code: 02018)
VOLUNTARY ANNOUNCEMENT
PLACING OF EXISTING SHARES BY SUBSTANTIAL SHAREHOLDER
The Board announces that it had been informed that Ms Wu (as vendor) had entered into the Placing Deed with the Placing Agent pursuant to which Ms Wu agreed to sell 33,000,000 Shares (representing approximately 2.7% of the issued share capital of the Company as at the date of the Placing Deed) and the Placing Agent agreed to, on a best effort basis, procure purchasers to acquire such Shares. Ms Wu is a substantial shareholder and a non-executive director of the Company.
The Board was also informed that Ms Wu has undertaken to the Placing Agent that (except for the sale of the Shares pursuant to the Placing Deed) for a period of three months from the date of completion of the Placing, she will not, and will procure that none of her nominees, companies controlled by her and trusts associated with her (whether individually or together and whether directly or indirectly) and affiliates will, and Ms Wu will procure that Mr Benjamin Zhengmin Pan will not, (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests therein beneficially owned or held by her or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of the Placing Agent (which consent shall not be unreasonably withheld or delayed).
Completion of the Placing is expected to take place on 7 September 2012. As at the date of the
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Placing Deed, Ms Wu holds approximately 24.1% of the issued share capital of the Company. Immediately after completion of the Placing and assuming that there is no change in the number of issued Shares and a total of 33,000,000 Shares have been placed, Ms Wu will hold approximately 21.4% of the issued share capital of the Company.
The Board does not expect the Placing to have any material impact on the business and operations of the Company and its subsidiaries.
DEFINITIONS
In this announcement, the following expressions have the following meanings unless the context requires otherwise:-
“Board” the board of directors of the Company “Company” AAC Technologies Holdings Inc., a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited “Ms Wu” Ms Ingrid Chunyuan Wu “Placing” the placing of 33,000,000 Shares pursuant to the Placing Deed “Placing Agent” J.P. Morgan Securities (Asia Pacific) Limited “Placing Deed” the share placement deed dated 4 September 2012 entered into by Ms Wu as vendor and the Placing Agent as placing agent in relation to the Placing “Shares” shares of US$0.01 in the Company
By Order of the Board AAC Technologies Holdings Inc. Mok Joe Kuen Richard Executive Director
Hong Kong, 5 September 2012
As at the date of this announcement, the Board comprises two executive directors, namely Mr Benjamin Zhengmin Pan and Mr Mok Joe Kuen Richard; a non-executive director, namely Ms Ingrid Chunyuan Wu; and four independent non-executive directors, namely Mr Koh Boon Hwee, Mr Poon Chung Yin Joseph, Dato’ Tan Bian Ee and Ms Chang Carmen I-Hua.
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