Notice of Result of EGM and Collection of Merger Consideration

Notice of Result of EGM and Collection of Merger Consideration

Date: December 5, 2018
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

Dear Sir or Madam,

Following our notice of extraordinary general meeting on November 12, 2018 (the “Meeting”), the Meeting was duly held with sufficient number of members present to satisfy the quorum requirements for a General Meeting as prescribed by the Articles of Association of the Company. As a result of the Meeting:

1. APPROVAL OF PLAN OF MERGER
The merger between the Company and Bayrich Limited (including the Agreement and Plan of Merger, the "Merger Agreement") was duly approved by Special Resolution of the Company (the "Merger") on November 12, 2018. The Plan of Merger will be registered by the Registrar of Corporate Affairs of the Cayman Islands immediately after the Meeting.

Immediately after Effective Time (which will be the date when the Plan of Merger is registered by the Registrar of Corporate Affairs of the Cayman Islands) of the Merger, your shares in the Company will be cancelled and automatically converted into the right to receive 30 pence in cash per ordinary share (the "Merger Consideration") without interest.

2. COLLECTION OF MERGER CONSIDERATION

2.1 The Parent (HiTech Chemical Investment Ltd., a business company incorporated with limited liability in the British Virgin Islands) has designated TMF Hong Kong Limited (“TMF”) as your contact point in respect of provision of documents to support your entitlement for the Merger Consideration during the Initial Collection Period (as defined below).

2.2 You should contact TMF in the manner as set out in section 2.3 below within six (6) months (the “Initial Collection Period”) from the Effective Time (inclusive) to provide documents to support your entitlement to the Merger Consideration. Below is the contact information of TMF:

Attention: Regulatory Compliance Solutions
Email Address: KYC.HK@tmf-group.com
Address: 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong

For the avoidance of doubt, the Effective Time has not occurred yet at the date hereof. Should you have any questions, you may contact the Company pursuant to section 2.5 and the Company will promptly notify you of next step by email once the Effective Date has been confirmed.

2.3 To claim for the Merger Consideration, you shall complete and sign the letter of transmittal as attached in annex II and deliver the original to TMF by post together with the documents as set out in annex I to annex III. The Merger Consideration (net of the bank charge and any withholding or deduction taxes, if any) will only be remitted to your bank account by the Company after providing these documents to the satisfaction of TMF in accordance with the attached annexes I to III. TMF may require you to provide further documents for purpose of anti-money laundering and verification of your identity and shareholding. No payment to any third-party bank account not in your name will be permitted. TMF will only have the capacity of reviewing necessary KYC and corresponding documents to support your entitlement to the Merger Consideration. All payments of Merger Consideration will be handled by the Company or its paying agent directly.

2.4 You will be provided a letter of transmittal with detailed written instructions for use in effecting the surrender of any issued share certificates to the satisfaction of the Company.

You are required to provide the documents mentioned in the letter of transmittal in effecting the surrender of your shares of the Company and/or any other document(s) to the satisfaction of the Company and TMF in accordance with the attached annexes I to III including the document referred to in Annex I “For Individual”, paragraph 4(b) or “For Corporate”, paragraph 4(b). In case the share certificate, statement of holdings, evidence of entitlement, or any equivalent document you hold was lost, stolen or destroyed, you shall make an indemnity in the standard format provided by the Company in Annex II against any claim that may be made against it with respect to such shares.

2.5 The Company will instruct paying agent to arrange payment of the Merger Consideration each two-month period before expiry of the Initial Collection Period.

2.6 After expiry of the Initial Collection Period, if your Merger Consideration remains unclaimed, you may contact the contact person below representing the Company:

Attention: Mr. Dong Yi
Email Address: dongyi@haikegroup.com
Address Room 804, Haike Tower, 726 Beiyi Road, Dongying City, Shandong Province, China

2.7 Please note that the Company has limited capacity to deal with requests for the Merger Consideration after expiry of the Initial Collection Period. Therefore, if you request for payment of the Merger Consideration after the Initial Collection Period, the verification of identification documents and payment of the Merger Consideration may be substantially delayed.

The capitalized terms not defined shall be interpreted in accordance with the Merger Agreement.

If you are in any doubt as to any aspect of this notice or as to the action you should take, you should consult a legal counsel or other professional adviser. Recipients of this notice should seek their own independent legal advice in relation to or in connection with their holding of shares in the Company and accordingly neither the Company, nor its legal advisors accepts any responsibility for the legal consequences of how he or she will respond to this notice (including silence).

Best regards,
HaiKe Chemical Group Ltd.

AttachmentSize
Notice of Result of EGM and Collection of Merger Consideration169.18 KB
Letter of Transmittal - Haike Chemical Group Ltd.255.74 KB
Notice of EGM - Haike Chemical Group Ltd.115.52 KB
Merger Agreement - HaiKe Chemical Group Ltd.415.87 KB
M&A - HaiKe Chemical Group Ltd.467.22 KB