Polytec Asset : JOINT ANNOUNCEMENT (1) PROPOSED PRIVATIZATION OF POLYTEC ASSET HOLDINGS LIMITED BY INTELLINSIGHT HOLDINGS LIMITED BY WAY OF A SCHEME OF ARRANGEMENT UNDER SECTION 86 OF THE COMPANIES ACT; AND (2) PROPOSED WITHDRAWAL OF LISTING RESULTS OF COURT MEETING AND EGM AND CLOSURE OF REGISTER OF MEMBERS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Offeror or the Company nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities of the Company in any jurisdiction in contravention of applicable law.

INTELLINSIGHT HOLDINGS LIMITED	POLYTEC ASSET HOLDINGS LIMITED
(Incorporated in the British Virgin Islands	保利達資產控股有限公司*
with limited liability)	(Incorporated in the Cayman Islands with limited liability)
	(Stock Code: 208)

JOINT ANNOUNCEMENT

1. PROPOSED PRIVATIZATION OF POLYTEC ASSET HOLDINGS LIMITED

BY INTELLINSIGHT HOLDINGS LIMITED

BY WAY OF A SCHEME OF ARRANGEMENT

UNDER SECTION 86 OF THE COMPANIES ACT; AND

1. PROPOSED WITHDRAWAL OF LISTING RESULTS OF COURT MEETING AND EGM

AND

CLOSURE OF REGISTER OF MEMBERS

Joint Financial Advisers to Intellinsight Holdings Limited

SOMERLEY CAPITAL LIMITED

Independent Financial Adviser to the Independent Board Committee

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Joint Announcement 10 May 2021

RESULTS OF COURT MEETING AND EGM

The Court Meeting

On Monday, 10 May 2021, at the Court Meeting, the resolution to approve the Scheme was approved by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting.

The EGM

On Monday, 10 May 2021, at the EGM, (i) a special resolution in relation to the reduction of the issued Shares in the share capital of the Company by cancelling and extinguishing the Scheme Shares; (ii) a special resolution in relation to the withdrawal of listing of the Shares on the Stock Exchange subsequent to the Scheme becoming effective; and (iii) an ordinary resolution in relation to the restoration of the number of issued Shares in the share capital of the Company to its former amount by the issue of the same number of Shares as the number of the Scheme Shares cancelled and extinguished, credited as fully paid, to the Offeror, were approved, by the Shareholders present and voting either in person or by proxy at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining those Scheme Shareholders who are qualified for entitlements under the Scheme, the register of members of the Company will be closed from Tuesday, 18 May 2021 onwards. No transfer of Shares will be effected as from such date.

Reference is made to the scheme document dated 16 April 2021 jointly issued by Polytec Asset Holdings Limited (the "Company") and Intellinsight Holdings Limited (the "Offeror") in relation to the proposed privatization of the Company by the Offeror by way of a scheme of arrangement (under section 86 of the Companies Act) and the proposed withdrawal of listing (the "Scheme Document"). Unless otherwise defined herein, capitalized terms used herein shall have the same meanings ascribed to them in the Scheme Document.

RESULTS OF THE COURT MEETING

The Court Meeting was held at 10:00 a.m. on Monday, 10 May 2021. Scheme Shareholders who were present either in person or by proxy were entitled to vote in respect of all of their Scheme Shares.

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Joint Announcement 10 May 2021

In compliance with both section 86 of the Companies Act and Rule 2.10 of the Takeovers Code, the approval required to be obtained in respect of the Scheme at the Court Meeting would be regarded as obtained if:

1. the Scheme is approved (by way of poll) by a majority in number of the Scheme Shareholders representing not less than 75% in value of the Scheme Shares held by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting;
2. the Scheme is approved (by way of poll) by the Independent Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Independent Shareholders that are voted either in person or by proxy at the Court Meeting; and
3. the number of votes cast (by way of poll) by the Independent Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting is not more than 10% of the votes attaching to all Scheme Shares held by all the Independent Shareholders.

The poll results in respect of the resolution to approve the Scheme at the Court Meeting were as follows:

		Total number	For the	Against the
		Scheme	Scheme
1.	Number of Scheme Shareholders who	167	157	11
	attended and voted in person or by	(100%)	(93.45%)	(6.55%)
	proxy	(Note)
2.	Number of Scheme Shares voted by	1,321,904,206	1,321,176,801	727,405
	Scheme Shareholders in person or by	(100%)	(99.94%)	(0.06%)
	proxy
3.	Number of Scheme Shares voted by	1,321,854,206	1,321,126,801	727,405
	Independent Shareholders in person	(100%)	(99.94%)	(0.06%)
	or by proxy

Independent Shareholders holding 727,405 Scheme Shares, representing approximately 0.04% of the votes attaching to all the 1,793,412,405 Scheme Shares held by all the Independent Shareholders, voted against the resolution to approve the Scheme.

Note:

In accordance with the direction from the Grand Court, HKSCC Nominees Limited is permitted to vote once for and once against the Scheme in accordance with the instructions received by it from the Investor Participants and other CCASS Participants. For the purpose of calculating the "majority in number", HKSCC Nominees Limited has been counted as voting once "for" and once "against" the Scheme.

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Joint Announcement 10 May 2021

Accordingly, given that:

1. the resolution to approve the Scheme at the Court Meeting was duly passed (by way of poll) by a majority in number of the Scheme Shareholders representing not less than 75% in value of the Scheme Shares held by the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting;
2. the resolution to approve the Scheme at the Court Meeting was duly passed (by way of poll) by the Independent Shareholders holding at least 75% of the votes attaching to the Scheme Shares held by the Independent Shareholders that are voted either in person or by proxy at the Court Meeting; and
3. the number of votes cast (by way of poll) by the Independent Shareholders present and voting either in person or by proxy at the Court Meeting against the resolution to approve the Scheme at the Court Meeting was not more than 10% of the votes attaching to all Scheme Shares held by all the Independent Shareholders,

both section 86 of the Companies Act and Rule 2.10 of the Takeovers Code have been complied with.

As at the date of the Court Meeting, the total number of Shares in issue was 4,438,967,838 Shares and the total number of Shares entitling the Scheme Shareholders to attend and vote for or against the Scheme at the Court Meeting was 1,823,330,920 Shares. It was stated in the Scheme Document that the Offeror Concert Parties are required to abstain from voting at the Court Meeting in accordance with the Takeovers Code and accordingly, their votes were not taken into account for the purpose of satisfying the requirements under the Takeovers Code. Save for the Offeror Concert Parties, no Scheme Shareholders were required to abstain from voting at the Court Meeting in accordance with the Takeovers Code.

In accordance with the direction from the Grand Court, HKSCC Nominees Limited is permitted to vote once for and once against the Scheme in accordance with the instructions received by it from the Investor Participants and other CCASS Participants. For the purpose of calculating the "majority in number", HKSCC Nominees Limited has been counted as voting once "for" and once "against" the Scheme. The number of votes cast in favour of the Scheme and the number of CCASS Participants on whose instructions they are cast and the number of votes cast against the Scheme and the number of CCASS Participants on whose instructions they are cast will be disclosed to the Grand Court and may be taken into account in deciding whether or not the Grand Court should exercise its discretion to sanction the Scheme. A total number of 29 CCASS Participants holding 1,313,551,574 Scheme Shares voted in favour of the resolution to approve the Scheme and a total number of 3 CCASS Participants holding 717,200 Scheme Shares voted against the resolution to approve the Scheme at the Court Meeting.

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Joint Announcement 10 May 2021

Tricor Tengis Limited acted as scrutineer for the vote-taking at the Court Meeting.

RESULTS OF THE EGM

The EGM was held on Monday, 10 May 2021 after the conclusion of the Court Meeting for the purpose of considering, and if thought fit, passing the special and ordinary resolutions set out in the notice of the EGM dated 16 April 2021.

The poll results in respect of the resolutions proposed at the EGM were as follows:

	Resolutions	Number of votes (approximate %)
Total	For	Against
Special resolutions
1.	To consider and approve, amongst	3,967,781,227	3,967,063,958	717,269
	others, the reduction of the issued	(100%)	(99.98%)	(0.02%)
	Shares in the share capital of
	the Company by cancelling and
	extinguishing the Scheme Shares.
2.	To consider and approve, amongst	3,967,781,227	3,967,063,889	717,338
	others, the withdrawal of listing of the	(100%)	(99.98%)	(0.02%)
	Shares on the Stock Exchange subject
	to the Scheme having become effective.
Ordinary resolution
3.	To consider and approve, amongst	3,967,691,227	3,966,843,698	847,529
	others, the restoration of the number	(100%)	(99.98%)	(0.02%)
	of issued Shares in the share capital
	of the Company to its former amount
	by the issue of the same number of
	Shares as the number of the Scheme
	Shares cancelled and extinguished,
	credited as fully paid, to the Offeror.
Accordingly, at the EGM:

1. the special resolution to approve and give effect to the reduction of the number of issued Shares in the share capital of the Company by cancelling and extinguishing the Scheme Shares was duly passed by a majority of not less than 75% of the votes cast by the Shareholders present and voting (either in person or by proxy) at the EGM;

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Joint Announcement 10 May 2021