MAXNERVA TECHNOLOGY SERVICES LIMITED LETTER FROM THE INDEPENDENT BOARD COMMITTEE
Prepared for the purpose of inclusion in this Composite Document, the following is the text of the letter of recommendation from the Independent Board Committee to the Share Offer Shareholders in respect of the whether the Share Offer is fair and reasonable tor acceptance or not.
DAl\fADAIWA ASSOCIATE HOLDINGS LIMITED
i:l' ifij 1[ i i} .
(Incorporated In Bermuda with //mlted I/ability)
(Stock code: 1037)
2 November 2015
To the Share Offer Shareholders
Dear Sir or Madam,
We refer to this Composite Document dated 2 November 2015, of which this letter forms part. Unless specified otherwise, capitalised terms used herein shall have the same meanings as those defined in this Composite Document. We have been appointed to advise the Share Offer Shareholders on whether the Share Offer is fair and reasonable for acceptance or not.
Messis Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee to make recommendation to the Share Offer Shareholders in this regard. Details of their independent advice, together with the principal factors and reasons they have taken into consideration, are set out in the section headed 'letter from the Independent Financial Adviser' in this Composite Document.
We wish to draw your attention to the sections headed 'letter from the Board', 'letter from Huatai' and the additional information set out In the appendices lo this Composite Document for the terms and details of the Share Offer.
Having considered (i) the terms of the Share Offer; and (ii) the advice from Messis Capital and the principal factors taken into account in arriving at its recommendations in respect of the Share Offer, we are of the opinion that the Share Offer is fair and reasonable so far as the Share Of fer Shareholders are concerned. Accordingly, we recommend the Share Offer Shareholders to accept the Share Offer.
In view of the recent surge in the price of the Shares, Share Offer Shareholders who wish to realise their investment in the Group are reminded that they should carefully and closely monitor the market price of the Shares during the Offer Period and consider selling their Shares in the open market during the Offer Period, rather than accepting the Share Offer, if the net proceeds from the sales of such Shares in the open market would exceed the net amount receivable under the Share Offer. In any event, Share Offer Shareholders should note that there is no certainty that the current trading volume and/or current trading price level of the Shares will be sustainable during or after the Offer period of the Share Offer.
Yours faithfully, Independent Board Committee
_JDr. Barry John Buttifant, Mr. Choi Yuk Fan and Dr. Liu Ngai Wing
Independent non-executive Directors
For Identification purpose only
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
Prepared for the purpose of inclusion in this Composite Document, the following is the text of the letter of recommendation from the Independent Board Committee to the Share Offer Shareholders in respect of the whether the Share Oller is fair and reasonable for acceptance or not.
DAl\fADAIWA ASSOCIATE HOLDINGS LIMITED
iti:i JN PN 11 '(Incorporated in Bermuda with limited liability)
(Stock code: 1037)
2 November 2015
To the Share Offer Shareholders
Dear Sir or Madam,
We refer to this Composite Document dated 2 November 2015, of which this letter forms part. Unless specified otherwise, capitalised terms used herein shall have the same meanings as those defined in this Composite Document. We have been appointed to advise the Share Offer Shareholders on whether the Share Offer is fair and reasonable for accep tance or not.
Messis Capit al h as been appointed as the Independent Financial A dviser to advise the Independent Board Committee to make recommendation to the Share Offer Shareholders in this regard. Details of their independent advice, together with the principal f ac tors and reasons they have taken into consideration, are set out in the section headed 'Letter from the Independent Financial Adviser' in this Composite Document.
We wish to draw your attention to the sections headed 'Letter from the Board'. 'Letter from Huatai' and the additional information set out in the appendices to this Composite Document for the terms and details of the Share Offer.
Having considered (i) the terms of the Share Offer; and (ii) the advice from Messis Capital and the principal factors taken into account in arriving at its recommendations in respec t of the Share Of fer. we are of the opinion that the Share Of fer is fair and reasonable so far as the Share Of fer Shareholder s are concerned. Accor dingly, we recommend the Share Offer Shareholders to accept the Share Offer.
In view of the recent surge in the price of the Shares, Share Offer Shareholders who wish to realise their investment in the Group are reminded that they should carefully and closely monitor the market price of the Shares during the Of fer Period and consider selling their Shares in the open market during the Offer Period, rather than accepting the Share Offer, if the net proceeds from the sales of such Shares in the open market would exceed the net amount receivable under the Share Offer. In any event, Share Of fer Shareholders should note that there is no certainty that the current trading volume and/or current trading price level of the Shares will be sustainable during or af ter the Offer period of the Share Offer.
Yours Independent
Dr. Barry John Buttifant, Mr. Ch i Yuk Fan and Dr. Liu Ngai Wing
Independent non-executive Directors
'' For 1dentif1cation purpose only
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