Phoenix Wealth (Cayman) Asset Management Limited made an offer to acquire a 28.2% stake in Vixtel Technologies Holdings Limited (SEHK:1782) for HKD 97.6 million on January 12, 2022. Offeror will acquire 143.25 million shares at a price of HKD 0.6811 per share in cash. In a related transaction, Phoenix Wealth (Cayman) Asset Management Limited entered into the Sale and Purchase Agreement to acquire 71.8% stake in Vixtel Technologies Holdings Limited from Cohort Investments Limited, Copious Link Investments Limited, Worldgate Ventures Limited, Sino Impact Limited, Silver Coral Developments Limited and Hugemind Investments Limited for approximately HKD 250 million on January 12, 2022. The Offeror intends to finance the consideration payable under the Offer by its internal resources. The Offeror intends to maintain the listing of the Shares on the Stock Exchange following the close of the Offer. Offeror intended to continue the existing principal businesses of Vixtel Technologies and had no intention to discontinue the employment of the employees. Vixtel Technologies board is made up of three executive Directors, being Guan Haiqing, Sie Tak Kwan and Yue Yong; one non-executive Director, being Liang Judong; and three independent non-executive Directors, being Cheung Hon Fai, Lam Kin Man and Shen Qi. The Offeror intends to nominate new directors to the Board. Offer will be unconditional. Independent Board Committee, comprising all the independent non-executive Directors who have no direct or indirect interest in the Offer, namely Cheung Hon Fai, Lam Kin Man and Shen Qi, has been established by Vixtel Technologies to advise the Independent Shareholders in connection with the Offer. As of Phoenix Wealth will file Composite Document February 18, 2022. Board considers that the terms of the Offer are fair and reasonable. The Board recommends that the Independent Shareholders to accept the Offer. Offer period commences on January 14, 2022 and ends on March 10, 2022.

Rainbow Capital (HK) Limited acted as financial advisor to Phoenix Wealth (Cayman) Asset Management Limited. Maxa Capital Limited acted as financial advisor to the Independent Board Committee of Vixtel Technologies Holdings Limited.