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AAC Technologies Holdings Inc. — Capital/Financing Update 2021
May 21, 2021
50345_rns_2021-05-20_fce2ac22-20e8-447e-abc4-8f5910df26d9.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.
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. DOLLAR DENOMINATED NOTES
INTRODUCTION
The Company proposes to conduct an issuance of notes denominated in U.S. dollars which will be offered to professional investors only.
The Proposed Notes Issue will only be offered in offshore transactions outside the United States in compliance with Regulation S under the U.S. Securities Act. The Notes have not been and will not be registered under the U.S. Securities Act.
Completion of the Proposed Notes Issue is subject to, among other things, market conditions and investor interests. J.P. Morgan Securities plc, Citigroup Global Markets Limited and China International Capital Corporation Hong Kong Securities Limited are the Joint Global Coordinators for the Proposed Notes Issue. J.P. Morgan Securities plc, Citigroup Global Markets Limited, China International Capital Corporation Hong Kong Securities Limited, DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited are the Joint Bookrunners and Joint Lead Managers for the Proposed Notes Issue. The Notes, if issued, will be repayable at maturity, unless early redeemed or cancelled pursuant to their respective terms and conditions. It is intended that the Notes will constitute direct, general and unconditional obligations of the Company.
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As at the date of this announcement, the amount, terms and conditions of the Proposed Notes Issue have yet to be finalised. Upon finalisation of the terms and conditions of the Proposed Notes Issue, the Company and the Joint Lead Managers will enter into the Subscription Agreement.
USE OF PROCEEDS
The Company currently intends to use the net proceeds of the Proposed Notes Issue for refinancing and general corporate purposes.
LISTING
The Company will seek a listing of the Notes on the Hong Kong Stock Exchange. The listing of the Notes on the Hong Kong Stock Exchange and quotation of any Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.
GENERAL
As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. Investors and shareholders of the Company are urged to exercise caution when dealing in the securities of the Company. Further announcement(s) in respect of the Proposed Notes Issue will be made by the Company should it proceed with the Proposed Notes Issue.
DEFINITIONS
In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:
“Company” AAC Technologies Holdings Inc. 瑞聲科技控股有限公司 “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Joint Global J.P. Morgan Securities plc, Citigroup Global Markets Coordinators” Limited and China International Capital Corporation Hong Kong Securities Limited
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“Joint Bookrunners” and J.P. Morgan Securities plc, Citigroup Global Markets “Joint Lead Managers” Limited, China International Capital Corporation Hong Kong Securities Limited, DBS Bank Ltd. and The Hongkong and Shanghai Banking Corporation Limited “Notes” the U.S. dollar denominated notes to be issued by the Company subject to the terms and conditions of the Subscription Agreement “Proposed Notes Issue” the proposed issue of the Notes by the Company “Regulation S” Regulation S under the U.S. Securities Act “Hong Kong Stock The Stock Exchange of Hong Kong Limited Exchange” “Subscription Agreement” the subscription agreement to be entered into among the Company and the Joint Lead Managers “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. Ho Siu Tak Jonathan Company Secretary
Hong Kong, 21 May 2021
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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:
Non-executive Director:
Mr. Zhang Hongjiang Mr. Au Siu Cheung Albert Mr. Peng Zhiyuan Mr. Kwok Lam Kwong Larry Ms. Wu Ingrid Chun Yuan
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