Notice of Adjourned Scheme Meetings

IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE

HCMP 353 OF 2024

IN THE MATTER OF HELENBERGH CHINA HOLDINGS LIMITED

(海倫堡中國控股有限公司)

AND

IN THE MATTER OF SECTIONS 670, 673 AND 674 OF THE COMPANIES ORDINANCE

(CAP. 622 OF THE LAWS OF HONG KONG)

NOTICE OF ADJOURNED SCHEME MEETINGS

Reference is made to the notice (the “Scheme Notice”) dated 29 April 2024 in relation to the proposed Scheme between the Company and the Scheme Creditors under Sections 670, 673 and 674 of the Companies Ordinance (Cap. 622), the Explanatory Statement dated 29 April 2024 (and revised on 27 June 2024), the notice dated 14 May 2024 (the “Adjournment Notice”), the supplemental notice dated 17 May 2024 (the “Supplemental Notice”), and the further supplemental notice of adjournment of the Scheme Meetings dated 5 June 2024 (the “Further Supplemental Notice”) in relation to, among others, the adjournment of the Scheme Meetings (the “Adjourned Scheme Meetings”).  Capitalised terms used in this notice that are not otherwise defined shall have the same meanings given to them in the Scheme Notice, the Adjournment Notice, the Supplemental Notice, the Further Supplemental Notice and the Explanatory Statement.

Copies of the Scheme, the Explanatory Statement and the Solicitation Packet (including the documentation to be completed by or on behalf of the Scheme Creditors in order to vote and/or receive Restructuring Consideration) are available for download from the Transaction Website (https://www.dfkingltd.com/Helenbergh).

Venue, time and video conference availability for the Adjourned Scheme Meetings

NOTICE IS HEREBY GIVEN that the Adjourned Scheme Meetings, for each class of the Scheme Creditors, will be held on 19 July 2024 (Friday) at the offices of Sidley Austin at 39/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong, as follows:

The Class A Hong Kong Adjourned Scheme Meeting

1.The Adjourned Scheme Meeting for the Scheme Creditors of the Class A Existing Notes will be held at 11 a.m. (Hong Kong Time); and

The Class B Hong Kong Adjourned Scheme Meeting

2.The Adjourned Scheme Meeting for the Scheme Creditors of the Class B Existing Notes will be held at 12 p.m. (Hong Kong Time),

with any adjournment as may be necessary or appropriate, and any changes in arrangements relating to the Adjourned Scheme Meetings shall be communicated to the Scheme Creditors in advance of the Adjourned Scheme Meetings on the Transaction Website and the Company’s website.

Scheme Creditors will be able to attend the relevant Adjourned Scheme Meeting and vote in person or (if a corporation) by an authorized representative or by proxy.  Scheme Creditors will also be able to attend the relevant Adjourned Scheme Meeting by video conference using conferencing details and passcode that can be obtained on request from the Information Agent (if you are a Scheme Creditor who is not a Sanctions-Affected Scheme Creditor) or the Blocked Scheme Creditor Tabulation Agent (if you are a Blocked Scheme Creditor).

Extension of deadlines for submitting voting forms

For Scheme Creditors who have not already submitted their Custody Instructions and/or their Account Holder Letter, please be reminded that the Custody Instruction Deadline has been extended to 11:00 p.m. (Hong Kong Time) on 15 July 2024 (Monday), and the Record Time (i.e. the deadline for the submission of the Account Holder Letter) has been extended to 11:00 p.m. (Hong Kong time) on 17 July 2024 (Wednesday).  The Consent Fee Deadline has also been extended to 5:00 p.m. (Hong Kong Time) on 15 July 2024 (Monday).  If you are a Blocked Scheme Creditor, please refer to the Explanatory Statement for the arrangements that apply to you in order to participate and vote in the Adjourned Scheme Meetings.

Registration prior to the Adjourned Scheme Meetings

Each Scheme Creditor (or, if a corporation, its duly authorised representative) or its proxy intending to vote in person at the relevant Adjourned Scheme Meeting will be required to register its attendance at the registration desk no later than one hour prior to the scheduled start time of such Adjourned Scheme Meeting.

On registration at the relevant Adjourned Scheme Meeting, a Scheme Creditor or its proxy (other than the Chairperson) attending the Adjourned Scheme Meeting in person shall produce:

· a copy of the applicable Scheme Creditor Form validly completed and submitted on behalf of that Scheme Creditor;

· evidence of personal identity (being a valid original passport or other original government-issued photographic identification); and

· in the case of a corporation, evidence of corporate authority (for example, a valid power of attorney and/or board resolutions).

If appropriate personal identification or evidence of authority is not produced, that person shall only be permitted to attend and vote at the relevant Adjourned Scheme Meeting at the discretion of the Chairperson.

Chairperson

Pursuant to the Convening Order, the Court appointed Mr. Li Chee Chung Jonathan, or failing him, Ms. Poon Tsun Yee, both of Perun Consultants Limited, to act as the Chairperson of the Adjourned Scheme Meetings and directed the Chairperson in his/her capacity as such to report the results of the adjourned Scheme Meetings to the Court. The results of the Adjourned Scheme Meetings will also be made available on the Transaction Website.

Sanction Hearing and Scheme Conditions

The Scheme, if approved at the Scheme Meetings, will be subject to the subsequent approval and sanction of the Court, and the satisfaction or waiver (as applicable) of the conditions set out in Clause 15 of the Scheme.  The Scheme Sanction Hearing has been re-scheduled to take place at 10 a.m. (Hong Kong Time) on 6 August 2024 at the Court.  Any Scheme Creditor is entitled (but not obliged) to attend the Scheme Sanction Hearing, through legal counsel, to support or oppose the sanction of the Scheme, and should notify the Company, its advisors and/or the Information Agent in advance if it intends to do so.  Any evidence and/or submissions to support or oppose the sanction of the Scheme should be filed and served at least seven (7) business days before the Scheme Sanction Hearing.  

Contact details of the Information Agent and the Blocked Scheme Creditor Tabulation Agent:

Information Agent

D.F. King Ltd

Telephone:in Hong Kong: +852 5803 0915; in London: +44 20 4578 1578

Email:Helenbergh@dfkingltd.com

Transaction Website:https://www.dfkingltd.com/Helenbergh

Blocked Scheme Creditor Tabulation Agent

Serica Agency Limited

Address:Unit 2407, 308 Central Des Voeux, 308-320 Des Voeux Road Central, Hong Kong

Telephone:+852 3795 6303

Email:agent@sericatrust.com

Attention:Louise Coffey / Robert Sandes

Dated this 27th day of June 2024

Helenbergh China Holdings Limited

(海倫堡中國控股有限公司)