Jianhui Lai, Chairman of the board of directors and Chief Executive Officer of China Zenix Auto International Limited offered a non-binding preliminary proposal letter to acquire remaining 30.47% stake in China Zenix Auto International Limited (OTCPK:ZXAI.Y) for $14.6 million on August 9, 2021. Jianhui Lai entered into a definitive agreement to acquire remaining 30.47% stake in China Zenix Auto International Limited for $16.9 million on October 19, 2021. Under the terms, Jianhui Lai will pay $0.9 per ADS. Jianhui intend to finance this transaction through a combination of debt, rollover equity and cash. As of November 5, 2021, The consideration will be funded through cash contribution by Parent and its affiliates. As per agreement, each ordinary share of the China Zenix Auto issued and outstanding immediately prior to the effective time of the Merger will be cancelled and cease to exist, in exchange for the right to receive $0.27 in cash per Share or $1.08 in cash per ADS without interest, other than (a)(i) Shares held by Parent, Merger Sub and their affiliates; (ii) Shares held by the depositary and reserved for issuance, settlement and allocation pursuant to any incentive plan, and (iii) Shares beneficially owned by China Zenix Auto or any of its subsidiaries or held in the treasury ((i), (ii) and (iii) collectively, the “Excluded Shares”) which will be canceled and cease to exist without payment of any consideration, (b) Shares held by holders who have validly exercised and not withdrawn or lost their rights to dissent. $0.84 shall be paid to Parent or its designees by China Zenix Auto in case of termination at its discretion and $1.67 to China Zenix Auto by Parent at its discretion.

This Proposal is subject to execution of the Definitive Agreements and is subject to customary closing conditions, including the approval of the shareholders representing a majority of the voting power of the outstanding Shares. Parent has agreed to vote and cause to be voted all Shares beneficially owned by it and its affiliates, which represent approximately 69.53% of the voting rights attached to the outstanding Shares as of October 18, 2021. The transaction is approved by the board of China Zenix Auto International Limited. The Board has established a special committee comprised of independent and disinterested directors to evaluate this proposal. The special committee unanimously recommended the Board to approve the transaction. As on January 21, 2022, the transaction is approved by the shareholders of China Zenix Auto. The committee will retain independent advisors, including independent financial and legal advisors, to assist it in this process. The transaction is expected to close during the first quarter of 2022.

Kevin Theiss of Awaken Advisors acted as advisor for China Zenix. Duff & Phelps, A Kroll Business operating as Kroll, LLC is serving as the financial advisor and fairness opinion provider to the Special Committee. Duff & Phelps was paid $0.27 million as engagement fee and will receive a fee of $0.27 million for its fairness opinion services. Fang Xue and Qi Yue of Gibson, Dunn & Crutcher LLP is serving as U.S. legal counsel to the Special Committee. Zhong Lun Law Firm is serving as legal counsel to the Buyer Group. Campbells LLP is serving as British Virgin Islands legal counsel to the Buyer Group. Yudong Zhao of Zhong Lun Law Firm and Virginia Tam of K&L Gates LLP acted as legal advisors for China Zenix Auto.