EVOC Hi-Tech. Holding Group Co., Ltd entered into a voluntary takeover offer to acquire an additional 25% stake in EVOC Intelligent Technology Company Limited (SEHK:2308) for approximately HKD 460 million on June 22, 2020. Under the terms of the transaction, EVOC Hi-Tech. will acquire approximately 310 million H shares for HKD 1.5 per share in cash. EVOC Hi-Tech. will not increase the offer price. Prior to the transaction, EVOC Hi-Tech and Shenzhen Haoxuntong together holds 75% stake in EVOC Intelligent Technology with EVOC Hi -Tech holding approximately 880 million shares and Shenzhen Haoxuntong holding 46.2 million shares. The transaction will be funded from a combination of cash available in Hong Kong from the Offeror's internal resources and a term loan facility provided to the Offeror by ICBC International Securities Limited. EVOC Hi-Tech also has internal resources and cash available in the PRC and may also seek to obtain and draw down debt facility from ICBC Shenzhen in the PRC. Subject to receiving the relevant regulatory approval from the SAFE, the EVOC Hi-Tech may consider remitting the Alternative PRC Funds into Hong Kong for partial payment of acceptance of the H Share Offer. Upon completion, EVOC Intelligent Technology will continue with the existing business and there will not be any material changes to the current business operations. EVOC Hi-Tech has no rights under the laws of the PRC and the Articles of Association of the Company to compulsorily acquire the H Shares that are not tendered for acceptance pursuant to the H Share Offer.

The management and employees of EVOC Intelligent Technology will be retained following completion. The transaction is subject to the passing of a resolution by the Independent H Shareholders approving the Delisting at the H Share Class Meeting to be convened for this purpose, minimum valid acceptances of the H Share Offer being received amounting to at least 90% of the H Shares held by the Independent H Shareholders and all necessary authorizations, consents and approvals of any governmental or regulatory body, including the necessary filing and approval of Development and Reform Commission of Shenzhen Municipality and State Administration of Foreign Exchange Shenzhen Branch in relation to the H Share Offer having been obtained and remaining in full force and effect pursuant to the provision of any laws or regulations in Hong Kong, the PRC and other relevant jurisdictions. An Independent Board Committee comprises all of the independent non-executive Directors, namely, Mr. Michael Yu Tat Chi, Mr. Dong Li Xin, Mr. Wen Bing and Mr. Zhang Da Ming, each of whom has no direct or indirect interest in the H Share Offer and the Delisting was created to evaluate the transaction. The offer will will initially open for acceptances for at least 21 days from the date of the Composite Document. On September 15, 2020, the transaction is approved by Board of Directors of EVOC Hi-Tech. Holding Group Co., Ltd. in an extraordinary general meeting and the first and second introductory meeting will be held on September 23, 2020 and September 25, 2020. As per the update on September 18, 2020, it is recommended that the acceptance procedures should be completed as soon as possible by the end of September 2020. On October 19, 2020, EVOC Hi-Tech had received valid acceptances under the H Share Offer in respect of 220.828199 million H Shares, representing approximately 71.6% of the total issued H Shares as at the date of this joint announcement. The offer period is extended to November 9, 2020 or the date when the acceptance Condition is fulfilled, whichever is earlier.

Sorrento Capital Limited acted as a financial adviser to EVOC Intelligent Technology and Industrial and Commercial Bank of China Limited (SEHK:1398) acted as financial adviser to EVOC Hi-Tech.

EVOC Hi-Tech. Holding Group Co., Ltd cancelled the acquisition of an additional 25% stake in EVOC Intelligent Technology Company Limited (SEHK:2308) on November 9, 2020. As of November 9, 2020, total tendered shares were representing 88.83% stake and so minimum tender condition could not be fulfilled and hence tender offer lapsed.