AAC Technologies Holdings Inc. — Capital/Financing Update 2019

Nov 21, 2019

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.

This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Neither this announcement nor anything herein forms the basis for any contract or commitment whatsoever. Neither this announcement nor any copy hereof may be taken into or distributed in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company and its management, as well as financial statements. No public offer of securities is to be made by the Company in the United States.

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 2018)

PROPOSED ISSUANCE OF U.S.$388,000,000 3.00 PER CENT. NOTES DUE 2024

INTRODUCTION

Reference is made to the announcement of the Company dated 15 November 2019 in respect of the Notes Issue. The Board is pleased to announce that on 20 November 2019, the Company entered into the Subscription Agreement with the Joint Lead Managers in connection with the issue and sale of the Notes.

THE SUBSCRIPTION AGREEMENT

Date: 20 November 2019

Parties:

(1) the Company; and (2) China International Capital Corporation Hong Kong Securities Limited and DBS Bank Ltd.

The Notes have not been, and will not be, registered under the U.S. Securities Act. The Notes will only be offered outside the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act.

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USE OF NET PROCEEDS

The net proceeds from the Notes Issue, after deducting commissions and other estimated expenses payable in connection with the Notes Issue, will be approximately U.S.$384,600,000. The Company intends to use such proceeds for refinancing and the development of the Group’s business.

PRINCIPAL TERMS OF THE NOTES

Issuer: The Company Offering Type: The Notes are being offered outside the United States in reliance on Regulation S under the U.S. Securities Act. Form and The Notes will be issued in registered form in the specified Denominations: denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Issue Price: 99.581 per cent. Interest: The Notes will bear interest from 27 November 2019 at the rate of 3.00 per cent. per annum, payable semi-annually in arrear on 27 May and 27 November in each year, commencing from 27 May 2020, subject as provided in the Conditions. Issue Date: 27 November 2019 Maturity Date: 27 November 2024 Status of the Notes: The Notes will constitute direct, general and unconditional obligations of the Company which will at all times rank pari passu among themselves and at least pari passu with all other present and future unsecured obligations of the Company, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application.

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Negative Pledge:

Redemption at the Option of the Company:

• So long as any Note remains outstanding, the Company shall not, and the Company shall procure that none of its Subsidiaries (as defined in the Conditions) will, create or permit to subsist any Security Interest (as defined in the Conditions) upon the whole or any part of its present or future undertaking, assets or revenues (including uncalled capital) to secure any Relevant Indebtedness (as defined in the Conditions) or guarantee or indemnity of Relevant Indebtedness without at the same time or prior thereto (i) securing the Notes equally and ratably therewith or (ii) providing such other security for the Notes as the Trustee may in its absolute discretion consider to be not materially less beneficial to the interests of the Noteholders or as shall be approved by an extraordinary resolution of the Noteholders.

At the option of the Company on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), the Company may:

• (a) at any time before 27 November 2022, redeem the Notes in whole, but not in part, at their Make Whole Amount (as defined in the Conditions), together with interest accrued to such date specified in the optional redemption notice;

• (b) on 27 November 2022, redeem the Notes in whole or in part at 101.50 per cent. of the principal amount of the Notes to be redeemed, together with interest accrued to such date specified in the optional redemption notice; and

• (c) on 27 November 2023, redeem the Notes in whole or in part at 100.75 per cent. of the principal amount of the Notes to be redeemed, together with interest accrued to such date specified in the optional redemption notice.

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Redemption for The Notes may be redeemed at the option of the Company in Tax Reasons: whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their principal amount together with interest accrued to the date fixed for redemption, at any time in the event of certain changes affecting taxation in Cayman Islands.

Redemption for

Redemption for At any time following the occurrence of a Change of Control (as a Change of Control: defined in the Conditions), a Noteholder will have the right, at such Noteholder’s option, to require the Company to redeem all but not some only of that Noteholder on the Put Settlement Date (as defined in the Conditions) at 101 per cent. of their principal amount, together with accrued interest to (but not including) such Put Settlement Date.

Events of Default: The events of default under the Notes include customary events of default provisions, including a cross default provision for other indebtedness of the Company and any of its subsidiaries in an amount, individually or in the aggregate, exceeding U.S.$30,000,000.

If any of the events of default as provided in the Conditions occurs, the Trustee at its discretion may, and if so requested by holders of at least one quarter of the aggregate principal amount of the outstanding Notes or if so directed by an extraordinary resolution of the holders of the relevant Notes shall, give written notice to the Company declaring that the Notes are, and they shall immediately become, due and payable at their principal amount together (if applicable) with accrued interest.

Listing:

The Company will seek a listing of the Notes on the Stock Exchange.

Ratings:

The Notes are expected to be rated “Baa1” by Moody’s Investors Service, Inc.

Governing Law and English Law. Exclusive jurisdiction of the Hong Kong courts.

Jurisdiction:

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GENERAL

As the conditions precedent to completion of the Subscription Agreement may or may not be satisfied and the Subscription Agreement may be terminated upon the occurrence of certain events, prospective investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

“Board”	the board of directors of the Company
“Company”	AAC Technologies Holdings Inc.瑞聲科技控股有限公司
“Conditions”	the terms and conditions of the Notes
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Joint Lead Managers”	China International Capital Corporation Hong Kong
	Securities Limited and DBS Bank Ltd.
“Noteholder(s)”	holder(s) of the Notes
“Notes”	the U.S.$388,000,000 3.00 per cent. notes due 2024 to be
	issued by the Company
“Notes Issue”	the proposed issue of the Notes by the Company

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“PRC” or “China” the People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan for the purpose of this announcement “Regulation S” Regulation S under the U.S. Securities Act “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscription Agreement” the subscription agreement dated 20 November 2019 entered into between the Company and the Joint Lead Managers “Trustee” DB Trustees (Hong Kong) Limited. “U.S. dollar” United States dollar; the lawful currency of the United States of America. “U.S. Securities Act” the United States Securities Act of 1933, as amended “United States” the United States of America, its territories and possessions and all areas subject to its jurisdiction

On behalf of the Board AAC Technologies Holdings Inc. Mok Joe Kuen Richard Executive Director

Hong Kong, 21 November 2019

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(Incorporated in the Cayman Islands with limited liability) (Stock code: 2018)

The directors of the Company as at the date of this announcement are:

Executive Directors:

Mr. Pan Benjamin Zhengmin Mr. Mok Joe Kuen Richard

Independent Non-executive Directors:

Mr. Koh Boon Hwee Mr. Au Siu Cheung Albert Mr. Zhang Hongjiang Mr. Poon Chung Yin Joseph Mr. Kwok Lam Kwong Larry Mr. Peng Zhiyuan

Non-executive Director:

Ms. Wu Ingrid Chun Yuan

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