RESULTS 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)

RESULTS OF ADJOURNED SCHEME MEETINGS

Reference is made to the notice dated 29 April 2024 (the “Scheme Notice”) 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 “Explanatory Statement”), the notice dated 14 May 2024 (the “Adjournment Notice”), the supplemental notice dated 17 May 2024 (the “Supplemental Notice”), and the further supplemental notice dated 5 June 2024 (the “Further Supplemental Notice”) in relation to, among others, the adjournment of the Scheme Meetings (the “Adjourned Scheme Meetings”), the notice of the Adjourned Scheme Meetings dated 27 June 2024 (the “Notice of Adjourned Scheme Meetings”) and the supplement notice dated 12 July 2024 (the “Supplemental Notice of 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, the Notice of Adjourned Scheme Meetings, the Supplemental Notice of Adjourned Scheme Meetings and the Explanatory Statement.

RESULTS OF ADJOURNED SCHEME MEETINGS

The Company would like to announce that, pursuant to the Convening Order, the Adjourned Scheme Meeting for the Class A Scheme Creditors and the Adjourned Scheme Meeting for the Class B Scheme Creditors were duly convened and held at the offices of Sidley Austin at 39/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong at 11:00 a.m. (Hong Kong time) and 1:00 p.m. (Hong Kong Time) respectively on 19 July 2024.

Adjourned Scheme Meeting for the Class A Scheme Creditors

A total of 9 Class A Scheme Creditors holding Voting Scheme Claims (as defined in the Explanatory Statement) in the aggregate principal amount together with accrued and unpaid interest of US$ 337,577,918.68 (representing approximately 100% of the total value of outstanding Voting Scheme Claims) attended and voted, in person (including by authorised representative if a corporation) or by proxy, at the Adjourned Scheme Meeting.  During the Adjourned Scheme Meeting, a total of 8 Class A Scheme Creditors holding Voting Scheme Claims in the aggregate principal amount together with accrued and unpaid interest of US$ 335,077,418.68 (representing approximately 99.26% of the total value of outstanding Voting Scheme Claims voting at the meeting) voted in favour of the Scheme.  The Scheme was approved by the requisite majorities of the Class A Scheme Creditors.  

Adjourned Scheme Meeting for the Class B Scheme Creditors

A total of 21 Class B Scheme Creditors holding Voting Scheme Claims (as defined in the Explanatory Statement) in the aggregate principal amount together with accrued and unpaid interest of US$ 424,840,236.86 (representing approximately 99.57% of the total value of outstanding Voting Scheme Claims) attended and voted, in person (including by authorised representative if a corporation) or by proxy, at the Adjourned Scheme Meeting.  During the Adjourned Scheme Meeting, a total of 20 Class B Scheme Creditors holding Voting Scheme Claims in the aggregate principal amount together with accrued and unpaid interest of US$ 368,888,297.97 (representing approximately 86.83% of the total value of outstanding Voting Scheme Claims voting at the meeting) voted in favour of the Scheme.  The Scheme was approved by the requisite majorities of the Class B Scheme Creditors.  

As such, the requisite majorities of the Class A Scheme Creditors and Class B Scheme Creditors have respectively approved the Scheme in each Scheme Meeting.

The Company will now proceed to seek the approval and sanction of the Court in respect of the Scheme.  The petition seeking sanction of the Scheme will be heard 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.

Dated this 22nd day of July 2024

Helenbergh China Holdings Limited

(海倫堡中國控股有限公司)