HOLI Hollysys Automation Technologies Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2024

Commission File Number: 001-33602

HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

No.2 Disheng Middle Road

Beijing Economic-Technological Development Area

Beijing, People’s Republic of China, 100176

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                 Form 40-F  ☐

EXHIBIT INDEX

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 5, 2024

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Exhibit 99.1

PROXY STATEMENT OF THE COMPANY

January 5, 2024

Shareholders of Hollysys Automation Technologies Ltd.

Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Hollysys Automation Technologies Ltd. (the “Company”) to be held on February 8, 2024, at 10:00 a.m. (Hong Kong time). The meeting will be held at the offices of Davis Polk & Wardwell located at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong. The attached notice of the extraordinary general meeting and proxy statement (the “Proxy Statement”) provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment thereof.

On December 11, 2023, the Company entered into an agreement and plan of merger (as it may be amended from time to time, the “Merger Agreement”) with Superior Technologies Holding Limited, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), and Superior Technologies Mergersub Limited, a British Virgin Islands business company incorporated under the laws of the British Virgin Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) as a wholly owned subsidiary of Parent. At the extraordinary general meeting you will be asked to consider and vote upon: (a) a proposal to authorize and approve the Merger Agreement, the articles of merger (the “Articles of Merger”) and the plan of merger (the “Plan of Merger”) to be filed with the Registrar of Corporate Affairs of the British Virgin Islands, and the transactions contemplated by the Merger Agreement, including the Merger and the Amendment of the M&A (as defined below), (b) a proposal to increase the size of the board of directors of the Company (the “Board”) and to approve the Director Appointment (as defined below), (c) a proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Articles of Merger, the Plan of Merger, and the transactions contemplated by the Merger Agreement and (d) a proposal to adjourn the extraordinary general meeting, if necessary or appropriate, in order to allow the Company to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement. Copies of the Merger Agreement, the Articles of Merger and the Plan of Merger are attached as Annex A, Annex B and Annex C, respectively, to the accompanying Proxy Statement.

Parent and Merger Sub were formed solely for purposes of the Merger. At the effective time of the Merger (the “Effective Time”), the Surviving Company will be beneficially owned by (a) Ascendent Capital Partners III GP Limited, an exempted company incorporated under the laws of the Cayman Islands, together with the other ACP Persons (as defined in the Proxy Statement), and (b) Sinopec Capital Co., Ltd. (中国石化集团资本有限公司), together indirectly through Advanced Technology (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Rollover Securityholder”).

As of December 28, 2023, the record date of the extraordinary general meeting, the Rollover Securityholder beneficially owns 8,491,875 ordinary shares, par value US$0.001 per share of the Company (the “Shares”), which represent approximately 13.7% of the total issued and outstanding Shares. Pursuant to the terms of the rollover and support agreement (the “Support Agreement”)

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dated as of December 11, 2023, by and between Parent and the Rollover Securityholder, among other things, the Rollover Securityholder will vote all Shares beneficially owned by it in favor of the authorization and approval of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, at the extraordinary general meeting of shareholders of the Company.

If the Merger is completed, the Company, as the Surviving Company, will continue its operations under the name of “Hollysys Automation Technologies Ltd.” as a privately held company and, as a result of the Merger, the Shares will no longer be listed on the Nasdaq Global Select Market.

If the Merger is completed, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$26.50 per share in cash (the “Per Share Merger Consideration”), without interest and net of any applicable withholding taxes, except for (a) Shares owned by the Company as treasury share, or by any direct or indirect subsidiary of the Company immediately prior to the Effective Time (collectively, the “Cancelled Shares”), which will be cancelled and cease to exist without payment of any consideration, (b) Shares held by Parent or any direct or indirect subsidiary of Parent immediately prior to or at the Effective Time, including the Shares contributed by the Rollover Securityholder to Parent immediately prior to the Effective Time pursuant to the terms and conditions of the Support Agreement (together with the Cancelled Shares, the “Excluded Shares”), which will be cancelled and cease to exist without payment of any consideration, (c) Shares in respect of which the holder thereof has duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (as amended) (the “BVI Act”) and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost its rights to dissent from the Merger (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act, and (d) the Company Restricted Share Awards, which will be treated as described below.

In addition, at the Effective Time, the Company will (a) terminate the Company’s 2015 Equity Incentive Plan (as amended from time to time, the “Company Share Plan”) and all relevant award agreements entered into under the Company Share Plan; and (b) cancel all outstanding share options to purchase Shares granted by the Company pursuant to the Company Share Plan (the “Company Options”) unexercised, whether or not vested or exercisable, and all outstanding awards of restricted Shares issued by the Company pursuant to the Company Share Plan (the “Company Restricted Share Awards”), whether or not vested. As soon as practicable after the Effective Time, (i) each Company Option that will have become vested on or prior to the closing date of the Merger and remains outstanding (each, a “Vested Company Option”) and is cancelled at the Effective Time will be exchanged for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, an amount in cash, equal to the product of (A) the excess, if any, of US$26.50 over the applicable per share exercise price of such Vested Company Option, multiplied by (B) the number of Shares underlying such Vested Company Option; (ii) each Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) and is cancelled at the Effective Time will be exchanged for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option; (iii) each Company Restricted Share Award that will have become vested on or prior to the closing date of the Merger and remains outstanding (each, a “Vested Company Restricted Share Award”) and is cancelled at the Effective Time will be exchanged for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, US$26.50 in cash; and (iv) each Company Restricted Share Award that is not a Vested Company Restricted Share Award (each, an “Unvested Company Restricted Share Award”) and is cancelled at the Effective Time will be exchanged for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

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Pursuant to the Merger Agreement, the Company is required to include proposals to increase the size of the Board to create three additional director seats and nominate three individuals proposed by Parent who meet the “independent” requirement for directors under the applicable Nasdaq rules as independent directors to the Board (the “Director Appointment”) at the extraordinary general meeting of shareholders of the Company. Such proposals are included in the accompanying Proxy Statement and you will be asked to consider and vote upon such proposals at the extraordinary general meeting.

A special committee (the “Special Committee”) of the Board, composed solely of independent directors, reviewed and considered the terms and conditions of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment. On December 11, 2023, the Special Committee unanimously (a) determined that the Merger Agreement, the Articles of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) recommended that the Board authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) recommended that the Board submit the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, to the shareholders of the Company for approval and authorization at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment.

On December 11, 2023, the Board, after carefully considering all relevant factors, including the determination and recommendation of the Special Committee, (a) determined that the Merger Agreement, the Articles of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of the Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Articles of Merger and the Plan of Merger and the consummation of the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment.

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of independent directors, the Board authorized and approved the Merger Agreement, the Articles of Merger and the Plan of Merger and recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including (a) the Merger, (b) the Director Appointment and (c) upon the Merger becoming effective, the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of a new memorandum and articles of association of the Company (as the Surviving Company) in the form attached as Annex D to the accompanying Proxy Statement (the “Amendment of the M&A”), FOR the proposal to authorize and instruct each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Articles of Merger, the Plan of Merger, and the

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transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and FOR the proposal to adjourn the extraordinary general meeting, if necessary or appropriate, in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the foregoing resolutions (collectively, the “Merger Proposals”).

The accompanying Proxy Statement provides detailed information about the Merger, the Director Appointment, the Amendment of the M&A and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference therein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website www.sec.gov.

Regardless of the number of Shares you own, your vote is very important. In order for the Merger to be completed, the Merger Agreement, the Articles of Merger and the Plan of Merger must be authorized and approved by the affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, please complete the enclosed proxy card, in accordance with the instructions set forth on your proxy card, as promptly as possible. The deadline for shareholders to lodge their proxies is February 7, 2024 at 5:00 p.m. (Eastern Time). If you are a beneficial owner holding through a bank, broker or other nominee, such nominee will set an earlier deadline for receipt of your instructions—please carefully review the voting instructions your custodian provides for the applicable voting deadline. Each shareholder has one vote for each Share held as of the close of business in the British Virgin Islands on December 28, 2023.

Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the meeting has undertaken to demand poll voting at the meeting.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a legal proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted FOR each of the Merger Proposals, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered holders of the Shares who dissent from the Merger will have the right to receive payment of the fair value of their Shares in accordance with Section 179 of the BVI Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 179 of the BVI Act for the exercise of dissenters’ rights, a copy of which is attached as Annex F to the accompanying Proxy Statement. The fair value of your Shares as determined under the BVI Act could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares. These procedures are complex and you should consult your British Virgin Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the BVI Act, you will lose your dissenters’ rights (as described under the section entitled “Dissenters’ Rights” on page 112 of the accompanying Proxy Statement).

If any registered holder of the Shares who wishes to dissent fails to validly dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled, and the holder shall only be entitled to receive the Per Share Merger Consideration.

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Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or Proxy Statement. Any representation to the contrary is a criminal offense.

Thank you for your cooperation and continued support.

The accompanying Proxy Statement is dated January 5, 2024 and is first being mailed to the Company’s shareholders on or about January 5, 2024.

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HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON

February 8, 2024 at 10:00 a.m. (Hong Kong time)

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Hollysys Automation Technologies Ltd. (referred to herein alternately as “the Company,” “us,” “we” or other terms correlative thereto), will be held on February 8, 2024, at 10:00 a.m. (Hong Kong time) at the offices of Davis Polk & Wardwell located at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong.

Only registered holders of ordinary shares of the Company, par value US$0.001 per share (each, a “Share”), at the close of business in the British Virgin Islands on December 28, 2023 (the “Record Date”) or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions (i) to (vii), which are hereinafter defined as the “Merger Proposals”:

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Please refer to the accompanying Proxy Statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at the offices of Davis Polk & Wardwell located at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

After careful consideration and upon the unanimous recommendation of a special committee (the “Special Committee”) of the board of directors (the “Board”) of the Company, composed solely of independent directors, the Board (a) determined that the Merger Agreement, the Articles of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of the Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger, and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Articles of Merger and the Plan of Merger and the consummation of the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment. The Board recommends that you vote FOR each of the Merger Proposals.

In order for the Merger to be completed, the Merger Agreement, the Articles of Merger and the Plan of Merger must be authorized and approved by the affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting. Approval of the other Merger Proposals set forth herein also requires the affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting.

Advanced Technology (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Rollover Securityholder”) has entered into a rollover and support agreement, dated as of December 11, 2023, with Parent, pursuant to which the Rollover Securityholder has agreed to, subject to the terms and conditions set forth therein and among other obligations, vote in favor of the authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment. As of the Record Date, the Rollover Securityholder beneficially owns 8,491,875 Shares, which represent approximately 13.7% of the total issued and outstanding Shares.

Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. If you are a registered shareholder, your proxy card, to be valid, must be completed, signed and returned in the envelope provided (or to the address indicated on the proxy card) so that it is received no later than February 7, 2024 at 5:00 p.m. (Eastern Time). If you are a “beneficial owner,” holding shares through a bank, broker or other nominee, such nominee will set an earlier deadline for receipt of your instructions—please carefully review the voting instructions your custodian provides for the applicable voting deadline.

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The proxy card is the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting as the chairman of the meeting has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Share held as of the close of business in the British Virgin Islands on the Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a legal proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of the shareholders. If you submit your signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted FOR each of the Merger Proposals, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered holders of the Shares who dissent from the Merger will have the right to receive payment of the fair value of their Shares in accordance with Section 179 of the BVI Business Companies Act (as amended) (the “BVI Act”) if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 179 of the BVI Act for the exercise of dissenters’ rights, a copy of which is attached as Annex F to the accompanying Proxy Statement. The fair value of their Shares as determined under the BVI Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. These procedures are complex and you should consult your British Virgin Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the BVI Act, you will lose your dissenters’ rights (as described under the section entitled “Dissenters’ Rights” on page 112 of the accompanying Proxy Statement).

If any registered holder of the Shares who wishes to dissent fails to validly dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled, and the holder shall only be entitled to receive the Per Share Merger Consideration.

Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

If you have any questions or need assistance voting your Shares, please contact Morrow Sodali LLC at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.

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The Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment are described in the accompanying Proxy Statement. Copies of the Merger Agreement, the Articles of Merger and the Plan of Merger are included as Annex A, Annex B and Annex C, respectively, to the accompanying Proxy Statement. We urge you to read the entire accompanying Proxy Statement carefully.

Notes:

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PROXY STATEMENT

Dated January 5, 2024

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Hollysys Automation Technologies Ltd. can be voted at the extraordinary general meeting by promptly submitting your proxy card or voting instruction form (as applicable) or by contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction form forwarded by your broker, bank or other nominee to see which voting options are available and what their deadline is for receiving your instructions. You may also contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting. Your bank, broker or other nominee cannot vote on any of the proposals without your instructions.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the Shares represented by your proxy will be voted FOR each of the Merger Proposals at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy materials, please contact Morrow Sodali LLC at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.

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TABLE OF CONTENTS

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SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers about the Extraordinary General Meeting” highlight selected information contained in this Proxy Statement regarding the Merger and may not contain all of the information that may be important to your consideration of the Merger and the other transactions contemplated by the Merger Agreement. You should carefully read this entire Proxy Statement and the other documents to which this Proxy Statement refers for a more complete understanding of the matters being considered at the extraordinary general meeting. In addition, this Proxy Statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this Proxy Statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 119. In this Proxy Statement, the terms “the Company,” “us,” “we”, “our” or other terms correlative thereto refer to Hollysys Automation Technologies Ltd. In this Proxy Statement, the term “PRC” refers to the People’s Republic of China, excluding, for the purposes of this Proxy Statement only, Hong Kong, Macau and Taiwan, and the term “Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC. All references to “dollars,” “$” and “US$” in this Proxy Statement are to U.S. dollars, and all references to “RMB” in this Proxy Statement are to Renminbi, the lawful currency of the PRC.

The Parties Involved in the Merger

The Company

The Company is a business company incorporated under the laws of the British Virgin Islands and a leading automation control system solutions provider in China.

The Company’s principal executive offices are located at No. 2 Disheng Middle Road, Beijing Economic-Technological Development Area, Beijing, the People’s Republic of China. The Company’s telephone number at this address is +86 10 5898 1018 and fax number is +86 10 5898 1399.

For a description of the Company’s history, development, business and organizational structure, see the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 119 for a description of how to obtain a copy of the Company’s Annual Report.

ACP Persons

Mr. Liang Meng is a citizen of Hong Kong. Ascendent Capital Partners III GP Limited (the “Buyer”), Advanced Technology (Cayman) Limited (the “Rollover Securityholder”), and Smart Automation (Cayman) Limited (“SPV 2”) are exempted companies incorporated under the laws of the Cayman Islands. Ascendent Capital Partners III GP, L.P. (“GPLP”) and Ascendent Capital Partners III, L.P. (“ACP III”) are exempted limited partnerships formed under the laws of the Cayman Islands. The Buyer is the general partner of GPLP, and GPLP is the general partner of ACP III. Skyline Automation Technologies L.P., (“Superior Fund”) is a limited partnership formed under the laws of the British Virgin Islands, for which GPLP serves as the general partner.

The Rollover Securityholder is jointly owned by ACP III and Superior Fund. SPV 2, a wholly owned subsidiary of the Rollover Securityholder, holds 100% of the equity interests in Parent.

Mr. Meng, the Buyer, GPLP, ACP III, Superior Fund, the Rollover Securityholder and SPV 2 are collectively referred to as the “ACP Persons”. The business address for each ACP Person is c/o Ascendent Capital Partners, Suite 3501, 35/F, Jardine House 1 Connaught Place, Central, Hong Kong. The principal business of the ACP Persons is investment management.

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Sinopec Investor

Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (the “Sinopec Investor” and, collectively with the ACP Persons, the “Participants”) is a limited liability company incorporated under the laws of People’s Republic of China, which is an investment platform jointly established in 2018 by China Petrochemical Corporation and China Petroleum & Chemical Corporation. China Petroleum & Chemical Corporation is a majority-owned subsidiary of China Petrochemical Corporation, which is controlled by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. The business address of Sinopec Investor is 22nd Floor, World Financial Center East Tower, 1 East 3rd Ring Middle Road, Chaoyang District, Beijing, China.

Parent and Merger Sub

Parent is an exempted company incorporated under the laws of the Cayman Islands. Merger Sub is a British Virgin Islands business company incorporated under the laws of the British Virgin Islands, which is a wholly owned subsidiary of Parent. Each of Parent and Merger Sub are formed solely for purposes of the Merger.

The Merger (Page 94)

You are being asked to vote to authorize and approve the agreement and plan of merger dated as of December 11, 2023 among the Company, Parent and Merger Sub (as it may be amended from time to time, the “Merger Agreement”), and the articles of merger (the “Articles of Merger”) and the plan of merger (the “Plan of Merger”) to be filed with the Registrar of Corporate Affairs of the British Virgin Islands, pursuant to which, once the Merger Agreement, the Articles of Merger and the Plan of Merger are approved and authorized by the requisite vote of the shareholders of the Company and the other conditions to the completion of the transactions contemplated by the Merger Agreement are satisfied or waived in accordance with the terms of the Merger Agreement, Merger Sub will be merged with and into the Company and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) as a wholly owned subsidiary of Parent (such transaction, the “Merger”). The Surviving Company will continue to do business under the name “Hollysys Automation Technologies Ltd.” following the Merger. If the Merger is completed, ordinary shares, par value US$0.001 per share, of the Company (each, a “Share” and collectively, the “Shares”) will cease to be listed on the Nasdaq Global Select Market (“Nasdaq”) and the Company will cease to be a publicly traded company, and price quotations with respect to sales of the Shares in the public market will no longer be available. In addition, ninety (90) days after the filing of Form 15 in connection with the completion of the Merger or such longer period as may be determined by the U.S. Securities and Exchange Commission (the “SEC”), registration of the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be terminated. After the effective time of the Merger (the “Effective Time”), the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the United States federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies.

Copies of the Merger Agreement, the Articles of Merger and the Plan of Merger are attached as Annex A, Annex B and Annex C, respectively, to this Proxy Statement. You should read the Merger Agreement, the Articles of Merger and the Plan of Merger in their entirety because they, and not this Proxy Statement, are the legal documents that govern the Merger.

Merger Consideration (Page 95)

Under the terms of the Merger Agreement, at the Effective Time, each Share (other than the Excluded Shares (as defined below), the Company Restricted Share Awards (as defined below) and the Dissenting Shares (as defined below)) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$26.50 per Share in cash (the “Per Share Merger Consideration”), without interest and net of any applicable withholding taxes.

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If the Merger is completed, the following Shares will not be converted into the right to receive the consideration described in the immediate preceding sentence: (a) Shares owned by the Company as treasury share, or by any direct or indirect subsidiary of the Company immediately prior to the Effective Time (collectively, the “Cancelled Shares”), which will be cancelled and cease to exist without payment of any consideration, (b) Shares held by Parent or any direct or indirect subsidiary of Parent immediately prior to or at the Effective Time, including the Shares contributed by the Rollover Securityholder to Parent immediately prior to the Effective Time pursuant to the terms and conditions of the Support Agreement (together with the Cancelled Shares, the “Excluded Shares”), which will be cancelled and cease to exist without payment of any consideration, (c) Shares in respect of which the holder thereof has duly and validly exercised a right of dissent in accordance with Section 179 of the BVI Business Companies Act (as amended) (the “BVI Act”) and not effectively waived, withdrawn, forfeited, failed to perfect or otherwise lost its rights to dissent from the Merger (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act, and (d) the Company Restricted Share Awards, which will be treated as described below.

Treatment of Company Options and Company Restricted Share Awards (Page 95)

At the Effective Time, the Company will (a) terminate the Company’s 2015 Equity Incentive Plan (as amended from time to time, the “Company Share Plan”) and all relevant award agreements entered into under the Company Share Plan; and (b) cancel all outstanding share options to purchase Shares granted by the Company pursuant to the Company Share Plan (the “Company Options”) unexercised, whether or not vested or exercisable, and all outstanding awards of restricted Shares issued by the Company pursuant to the Company Share Plan (the “Company Restricted Share Awards”), whether or not vested. As soon as practicable after the Effective Time, (i) each Company Option that will have become vested on or prior to the closing date of the Merger and remains outstanding (each, a “Vested Company Option”) and is cancelled at the Effective Time will be exchanged for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, an amount in cash, equal to the product of (A) the excess, if any, of US$26.50 over the applicable per share exercise price of such Vested Company Option, multiplied by (B) the number of Shares underlying such Vested Company Option; (ii) each Company Option that is not a Vested Company Option (each, an “Unvested Company Option”) and is cancelled at the Effective Time will be exchanged for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option; (iii) each Company Restricted Share Award that will have become vested on or prior to the closing date of the Merger and remains outstanding (each, a “Vested Company Restricted Share Award”) and is cancelled at the Effective Time will be exchanged for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, US$26.50 in cash; and (iv) each Company Restricted Share Award that is not a Vested Company Restricted Share Award (each, an “Unvested Company Restricted Share Award”) and is cancelled at the Effective Time will be exchanged for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

Director Appointment (Page 69)

Pursuant to the Merger Agreement, the Company is required to include proposals to increase the size of the board of directors of the Company (the “Board”) to create three additional director seats and nominate three individuals proposed by Parent who meet the “independent” requirement for directors under the applicable Nasdaq rules as independent directors to the Board (the “Director Appointment”) at the extraordinary general meeting. The nominees are Guanghua Miao, Ding Wei and Dennis Demiao Zhu, the biographical information of each of them is set forth in Annex H to this Proxy Statement. In addition, to facilitate the appointment of additional members to the Board, the Articles will need to be amended to increase the size of the Board.

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Record Date and Voting (Page 90)

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name in the Company’s register of members at the close of business in the British Virgin Islands on December 28, 2023, the record date for voting Shares at the extraordinary general meeting (the “Record Date”). The deadline for shareholders at the close of business in the British Virgin Islands on the Record Date to lodge proxies with respect to the extraordinary general meeting is February 7, 2024 at 5:00 p.m. (Eastern Time). Beneficial owners of shares (i.e., through a bank, broker or other nominee) should review the instructions provided by such nominee regarding applicable earlier voting deadlines. Each holder has one vote for each Share held as of the close of business in the British Virgin Islands on the Record Date. As of the Record Date, there were 62,095,839 Shares entitled to be voted at the extraordinary general meeting. See “Summary Term Sheet—Voting Information” below.

Shareholder Vote Required to Authorize and Approve the Merger (Page 91)

In order for the Merger to be completed, the Merger Agreement, the Articles of Merger and the Plan of Merger must be authorized and approved by affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting (the “Company Requisite Vote”).

Shareholder Vote Required to Authorize and Approve the Director Appointment (Page 91)

The Director Appointment must be authorized and approved by affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting.

Voting Information (Page 90)

Before voting your Shares, we encourage you to read this Proxy Statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Merger will affect you. To ensure that your Shares can be voted at the extraordinary general meeting, please complete the accompanying proxy card in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for registered shareholders to lodge proxies with respect to the extraordinary general meeting is February 7, 2024 at 5:00 p.m. (Eastern Time).

If a broker, bank or other nominee holds your Shares in “street name,” your broker, bank or other nominee should provide you with instructions on how to vote your Shares. Please carefully review these instructions, as applicable voting deadlines may vary depending on your nominee. Your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you. These non-voted Shares are referred to as “broker non-votes.”

Dissenters’ Rights of Shareholders (Page 112)

At or from the Effective Time, all Dissenting Shares shall automatically be cancelled and each holder of Dissenting Shares shall cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights thereto (including any right to receive the Per Share Merger Consideration), subject to and except for such rights as are granted for the exercise of dissenters’ rights under Section 179 of the BVI Act.

Registered holders of the Shares who elect to dissent from the Merger will have the right to receive payment of the fair value of their Shares in accordance with Section 179 of the BVI Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the

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extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 179 of the BVI Act for the exercise of dissenters’ rights, a copy of which is attached as Annex F to this Proxy Statement. The fair value of your Shares as determined under the BVI Act could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares. These procedures are complex and you should consult your British Virgin Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the BVI Act, you will lose your dissenters’ rights (as described under the section entitled “Dissenters’ Rights” on page 112).

If any registered holder of the Shares who wishes to dissent fails to validly dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled, and the holder shall only be entitled to receive the Per Share Merger Consideration.

Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” as well as Annex F to this Proxy Statement carefully and to consult your British Virgin Islands legal counsel if you desire to exercise your dissenters’ rights.

Effect of Merger on the Company (Page 69)

The Shares are currently listed on Nasdaq under the symbol “HOLI.” It is expected that, following the consummation of the Merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned by the Participants. See “The Merger—Effect of Merger on the Company” beginning on page 34 for additional information.

Following the completion of the Merger and the anticipated deregistration of the Shares, the Company will no longer be subject to the reporting requirements of the Exchange Act, or the compliance and reporting requirements of the Nasdaq and the related direct and indirect costs and expenses.

Recommendations of the Special Committee and the Board (Page 56)

The special committee of the Board, composed solely of independent directors (the “Special Committee”), evaluated the Merger in consultation with the Special Committee’s legal and financial advisors. After careful consideration, the Special Committee unanimously (a) determined that the Merger Agreement, the Articles of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) recommended that the Board authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) recommended that the Board submit the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, to the shareholders of the Company for approval and authorization at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment.

After careful consideration and upon the unanimous recommendation of the Special Committee and after each director duly disclosed his or her interests in the transactions contemplated by the Merger Agreement, the Board recommends that you vote FOR each of the Merger Proposals.

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Financing of the Merger (Page 73)

As of the date of this Proxy Statement, the Company and the Participants estimate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement is approximately US$1.39 billion, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Participants did not consider the value of the Excluded Shares. This amount excludes the related costs and expenses in connection with the transactions contemplated by the Merger Agreement. The Participants expect to provide this amount through a combination of sources, namely (a) the cash contributions contemplated by the equity commitment letters, dated as of December 11, 2023 (the “Equity Commitment Letters”), between Parent and each of ACP III and Superior Fund (collectively, the “Sponsors”), respectively, (b) the cash contribution contemplated by the equity commitment letter dated as of December 29, 2023 (the “Back-to-back Equity Commitment Letter”) between Parent and the Rollover Securityholder, the source of which is the subscription price contemplated by the share subscription agreement (the “Share Subscription Agreement”), dated as of December 29, 2023, between the Rollover Securityholder and the Sinopec Investor, and (c) the proceeds from the term loan facility contemplated by the commitment letter, dated as of December 11, 2023 (the “Debt Commitment Letter”), from Industrial Bank Co., Ltd. (a joint stock company incorporated in the People’s Republic of China with limited liability) Hong Kong Branch (the “Lender”) to Merger Sub. See “The Merger — Financing of the Merger” beginning on page 34 for additional information.

Limited Guarantee (Page 77)

Concurrently with the execution and delivery of the Merger Agreement, Ascendent Capital Partners III, L.P. (the “Guarantor”) executed and delivered a limited guarantee in favor of the Company (the “Limited Guarantee”). The Limited Guarantee guaranties, among other things, the payment of the termination fee under the Merger Agreement payable by Parent and certain costs and expenses, as set forth in the Merger Agreement and the Limited Guarantee, subject to the conditions set forth in the Limited Guarantee.

Support Agreement (Page 77)

Concurrently with the execution of the Merger Agreement, Parent and the Rollover Securityholder entered into a rollover and support agreement (the “Support Agreement”) pursuant to which, subject to the terms and conditions of the Support Agreement, the Rollover Securityholder has agreed (a) to vote the Company’s securities beneficially owned by it, together with any other Shares acquired (whether beneficially or of record) by the Rollover Securityholder after the date of the Merger Agreement and prior to the earlier of the Effective Time and the termination of the Rollover Securityholder’s obligations under the Support Agreement (collectively, the “Rollover Securities”), in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance of the transactions contemplated by the Merger Agreement and (b) to contribute to Parent immediately prior to the Effective Time all the Rollover Securities in exchange for newly issued ordinary shares of Parent to be issued to one or more affiliates of the Rollover Securityholder. Pursuant to the Support Agreement, the Rollover Securityholder also irrevocably appointed Parent as its proxy and attorney-in-fact to vote the Rollover Securities at the extraordinary general meeting. Additionally, pursuant to the Support Agreement, the Rollover Securityholder is subject to certain transfer restrictions with respect to the Rollover Securities.

Opinion of the Special Committee’s Financial Advisor (Page 64)

In connection with the Merger, the Special Committee’s financial advisor, Deutsche Bank AG, Hong Kong Branch (“Deutsche Bank”), delivered a written opinion, dated December 11, 2023 to the Special Committee as to the fairness, from a financial point of view and as of that date, of the Per Share Merger Consideration to be received by holders of the Shares (excluding Parent and its affiliates), without regard to individual circumstances of specific holders or the securities of the Company held by such holders, nor did Deutsche Bank’s opinion address relative fairness. The full text of Deutsche Bank’s written opinion, dated December 11, 2023, which

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describes, among other things, assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken, is attached as Annex E to this Proxy Statement and is incorporated by reference herein in its entirety. Deutsche Bank delivered its opinion for the benefit and use of the Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. The opinion did not address any other terms of the Merger or the Merger Agreement or related documents. The Special Committee did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the Merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of the Company, nor did it address the fairness of the contemplated benefits of the Merger. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any party to the Merger, or any class of such persons, in connection with the Merger relative to the Per Share Merger Consideration to be received by the holders of the Shares. Deutsche Bank expressed no opinion as to the merits of the underlying decision by the Company to engage in the Merger or the relative merits of the Merger as compared to any alternative transactions or business strategies. Deutsche Bank further expressed no opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of the Shares should vote or act with respect to the Merger.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 79)

In considering the recommendations of the Board with respect to the Merger, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the transactions that are different from, and/or in addition to, the interests of the Company’s shareholders generally. These interests include, among others:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “The Merger – Interests of Certain Persons in the Merger” beginning on page 78 for additional information.

Go Shop (Page 103)

From December 11, 2023 until 11:59 p.m. (Hong Kong time) on the date which is fifteen days after the date of the Merger Agreement (the “Go-Shop Period End Date”), the Company and its subsidiaries and their respective representatives have the right to initiate, solicit and encourage Acquisition Proposals and to enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with, assist or participate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations (as described in “The Merger Agreement, the Articles of Merger and the Plan of Merger—Go Shop” beginning on page 103).

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No Solicitation of Acquisition Proposals (Page 103)

After the Go-Shop Period End Date and until the Effective Time or, if earlier, the termination of the Merger Agreement, the Merger Agreement restricts the Company’s ability to solicit proposals, engage in discussions or negotiations, provide confidential information, or enter into any agreements, in each case, regarding an Acquisition Proposal (as described in “The Merger Agreement, the Articles of Merger and the Plan of Merger— No Solicitation of Transactions after Go-Shop Period” beginning on page 103).

Conditions to the Merger (Page 107)

The obligations of the Company, Parent and Merger Sub to complete the Merger are subject to the satisfaction or waiver at or prior to the closing date of the following conditions:

The obligations of Parent and Merger Sub to complete the Merger are also subject to the satisfaction or waiver at or prior to the closing date of the following conditions:

The obligations of the Company to complete the Merger are also subject to the satisfaction or waiver at or prior to the closing date of the following conditions:

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Termination of the Merger Agreement (Page 108)

The Merger Agreement may be terminated at any time prior to the Effective Time:

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Termination Fees (Page 110)

The Company is required to pay to Parent a cash termination fee in an amount equal to US$33,000,000 if the Merger Agreement is terminated by:

Parent is required to pay to the Company a cash termination fee in an amount equal to US$33,000,000 if the Merger Agreement is terminated by:

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U.S. Federal Income Tax Considerations (Page 83)

For a U.S. Holder (as defined under “The Merger—U.S. Federal Income Tax Considerations), the receipt of cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. Please see “The Merger—U.S. Federal Income Tax Considerations” beginning on page 34 for additional information. The tax consequences of the Merger to you will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, non-U.S. and other tax consequences of the Merger to you.

Material PRC Income Tax Consequences (Page 86)

The Company does not believe that it should be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gains recognized on the receipt of cash for the Shares by non-PRC residents should otherwise be subject to PRC income tax. However, there is uncertainty regarding whether the PRC tax authorities would deem the Company to be a resident enterprise. If the PRC tax authorities were to determine that the Company should be considered a resident enterprise, then gains recognized on the receipt of cash for the Shares pursuant to the Merger by our shareholders who are not PRC residents could be treated as PRC-sourced income that would be subject to PRC income tax at a rate of 10% in the case of enterprises or 20% in the case of individuals, and even in the event that the Company is not considered a resident enterprise, gains recognized on the receipt of cash for Shares will be subject to PRC income tax if the holders of such Shares are PRC residents. These rates may be reduced by an applicable income tax treaty. However, it is unclear whether in practice non-PRC holders of the Shares will be able to obtain the benefits of any applicable tax treaties if the Company is considered a resident enterprise for PRC tax purposes. The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company will not withhold any PRC tax under Bulletin 7 and Bulletin 37 from the Merger consideration to be paid to holders of Shares. You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences. Please see “The Merger—Material PRC Income Tax Consequences” beginning on page 34 for additional information.

Material British Virgin Islands Tax Consequences (Page 87)

There are no material tax consequences arising in the British Virgin Islands as a result of the proposed Merger.

Regulatory Matters (Page 82)

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws, (b) the filing of the Articles of Merger and the Plan of Merger (and supporting documentation as specified in the BVI Act) with the Registrar of Corporate Affairs of the British Virgin Islands, (c) the completion of filing registration with or approval by the National Development and Reform Commission of the PRC (the “NDRC”), the Ministry of Commerce of the PRC and the State Administration of Foreign Exchange of the PRC or respective local branch of the foregoing with respect to the outbound direct investments by certain PRC investors of Parent in connection with the Merger (collectively, the “ODI Approval”), (d) the approval of national security review in the PRC (the “NSR Approval”), if the NDRC concludes after a pre-filing consultation process that the Merger is subject to its review under the Measures on Foreign Investment Security Review of the PRC, and (e) the submission of a report of the delisting to the China Securities Regulatory Commission within three business days after the completion of the delisting of the Company from the Nasdaq.

The Buyer has informed the Company that the process for obtaining the ODI Approval has been initiated on January 2, 2024, and the ODI Approval is expected to be obtained within three months.

The Buyer has also informed the Company that the pre-filling consultation process in connection with the NSR Approval has been initiated on January 5, 2024 and, based on the advice from the PRC counsel of the

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Buyer, (a) the risk that the Merger will be subject to the NSR Approval is relatively low and (b) in the unlikely event that the Merger is determined to be subject to the NSR Approval, the risk that the Merger will not obtain clearance for the NSR Approval is low.

Litigation Related to the Merger (Page 82)

On December 6, 2023, a shareholder of the Company, Mr. Chen Xiaogang (“Mr. Chen”), initiated proceedings in the BVI courts (case number: BVIHCOM2023/0267), seeking, inter alia: (a) an order from the court under Section 86 of the BVI Act that the Board shall convene an extraordinary general meeting of the shareholders to consider the resolutions set out in the Shareholders Requisition, and give 35 days’ notice of such meeting and 10 days’ notice of the record date for voting at such meeting to the shareholders of the Company (the “Section 86 Application”); and (ii) an interim injunction restraining the Company from taking any steps to accept any of the buyout proposals that have been made to acquire the outstanding Shares until the extraordinary general meeting sought in (b) has been duly held (the “Interim Injunction Application”).

After the Company entered into the Merger Agreement on December 11, 2023, the legal representatives of Mr. Chen informed the Company on December 12, 2023 that he withdrew the Interim Injunction Application. At the hearing of the applications before the BVI courts on December 12, 2023, Mr. Chen’s legal representatives confirmed that Mr. Chen was no longer pursuing the Interim Injunction Application. Instead, Mr. Chen’s legal representative invited the Court to make an order for the Section 86 Application. The Court declined to decide on Mr. Chen’s Section 86 Application at the hearing and directed Mr. Chen to follow the process mandated by the Virgin Islands Eastern Caribbean Supreme Court Civil Procedure Rules (Revised Edition) 2023 (the “BVI Civil Procedure Rules 2023”). An affirmation has been filed on behalf of the Company on January 3, 2024, which set out the Company’s position with regard to the application. The Company opposes the Claimant’s Section 86 Application, as there is no longer the support of 30% or more of the Company’s shareholders to hold the requested special meeting.

No hearing is currently fixed for the consideration of the Section 86 Application.

Market Price of the Shares (Page 88)

The Per Share Merger Consideration of US$26.50 represents an implied premium of 42% to the unaffected price of US$18.66 as of August 23, 2023, and a premium of 52% over the volume-weighted average price of the Shares during the 30 trading days through August  23, 2023.

Accounting Treatment of the Merger (Page 82)

The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations,” initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

Remedies and Limitation on Liability (Page 110)

The parties to the Merger Agreement are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, in addition to any other remedy to which they are entitled at law or in equity.

While the parties may concurrently seek specific performance or other equitable relief and payment of the applicable termination fee, none of them will be permitted or entitled to receive both (a) a grant of specific performance (or other equitable relief) that results in the closing and (b) payment of the applicable termination fee.

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Subject to the equitable remedies the parties may be entitled to as discussed above, the maximum aggregate liabilities of Parent, on the one hand, and the Company, on the other hand, for monetary damages in connection with the Merger Agreement are limited to their respective termination fee of US$33,000,000 each, and reimbursement of certain expenses accrued in the event that Company or Parent fails to pay the applicable termination fee when due and other costs and expenses payable pursuant to the Merger Agreement.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers briefly address some questions you may have regarding the extraordinary general meeting. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.

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Please see “The Merger U.S. Federal Income Tax Considerations,” “The Merger—Material PRC Income Tax Consequences” and “The Merger—Material British Virgin Islands Tax Consequences” beginning on page 83 for a more detailed description of the tax consequences of the Merger. You should consult with your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, non-U.S. and other taxes.

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Under specified circumstances in which the Merger Agreement is terminated, the Company may be required to pay Parent a termination fee, or Parent may be required to pay the Company a termination fee, in each case, as described under the caption “The Merger Agreement, the Articles of Merger and the Plan of Merger—Termination Fees” beginning on page 110.

If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Shares and receive the Merger consideration for those Shares.

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At the close of business in the British Virgin Islands on December 28, 2023, the Record Date for the extraordinary general meeting, 62,095,839 Shares were issued and outstanding and entitled to vote at the extraordinary general meeting.

Pursuant to the Support Agreement, among other things, the Rollover Securityholder has agreed to vote in favor of authorization and approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment. As of the Record Date, the Rollover Securityholder beneficially owns 8,491,875 Shares, which represent approximately 13.7% of the total issued and outstanding Shares.

You should read “The Merger—Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 56 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the Merger Agreement.

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Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” beginning on page 112 as well as “Annex F—Section 179 of the BVI Business Companies Act” to this Proxy Statement carefully and to consult your own British Virgin Islands legal counsel if you desire to exercise your dissenters’ rights.

Other proposals are not conditioned on the approval of any other proposals set forth in this Proxy Statement.

Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identity, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Shares represented by your proxy will be voted FOR each of the Merger Proposals, unless you appoint a person other than the chairman of the meeting as proxy, in which case Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

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If your Shares are held by your broker, bank or other nominee, please see below for additional information.

If you hold Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

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All holders of uncertificated Shares (i.e., holders whose Shares are held in book entry) will automatically receive their Merger consideration (net of applicable fees and taxes) shortly after the Merger is consummated without any further action required on the part of such holders.

If your Shares are held in “street name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your Share certificates in exchange for the Merger consideration.

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THE MERGER

Background of the Merger

All dates and time referenced in this “Background of the Merger” refer to China Standard Time.

The Board and senior management of the Company have been reviewing periodically the Company’s long-term strategic plan with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management also have periodically reviewed strategic alternatives that may be available to the Company.

Prior Buyout Proposals

From time to time, a number of parties have approached the Company about possible transactions involving the Company.

On December 7, 2020, the Board received an unsolicited non-binding proposal letter (as revised from time to time, the “Shao Proposal”) from a consortium (the “Shao Consortium”), comprised of Mr. Baiqing Shao (“Mr. Shao”), Ace Lead Profits Limited (“Ace Lead”) and CPE Funds Management Limited, to acquire the Company for US$15.47 in cash per Share. On the same day, Mr. Shao and Ace Lead jointly filed a Schedule 13D amendment with a consortium agreement and the proposal letter as exhibits thereto, which stated that Ace Lead was wholly owned and controlled by Mr. Shao and Mr. Shao might be deemed to be a beneficial owner of the 4,144,223 Shares held by Ace Lead, then representing approximately 6.9% of the total outstanding Shares.

Effective as of July 7, 2020, several months prior to submitting the Shao Proposal, Mr. Shao was removed from his positions as the Chief Executive Officer (“CEO”) of the Company and as a director and Chairman of the Board for putting his own interests ahead of shareholders and for questionable decisions that he had made during his term as CEO, which had negatively impacted the Company’s stock price.

On January 7, 2021, the Board held a meeting to consider and evaluate the Shao Proposal, at which representatives of Deutsche Bank, the Company’s financial advisor, and the Company’s then U.S. legal advisor and BVI legal advisor, were present. At the meeting, Deutsche Bank discussed with the Board the Shao Proposal from a financial perspective. The Company’s then U.S. legal advisor and BVI legal advisor presented to the Board jointly regarding the evaluation of the Shao Proposal from a legal perspective. After full discussion and careful consideration, the Board determined that the Shao Proposal substantially undervalued the Company and unanimously resolved to reject the Shao Proposal.

On January 8, 2021, the Company issued a press release announcing the Board’s decision to reject the Shao Proposal, noting that the Company had significant value creation potential as a result of its leading position in the automation industry and strong research and development capabilities, and that the Shao Proposal substantially undervalued the Company and was not in the best interest of the Company and its shareholders.

On January 29, 2021, the Board received a revised unsolicited proposal from the Shao Consortium to acquire the Company for US$17.10 per Share. On the same day, Mr. Shao and Ace Lead jointly filed a Schedule 13D amendment with the revised proposal as an exhibit thereto.

On March 15, 2021, the Company issued a press release announcing that the Board received a notice from Hollysys Committee on Trust Interests (the “Trust Committee”) that a legal action had been commenced in the Hong Kong High Court against Mr. Shao and Ace Lead on March 9, 2021, disputing the beneficial ownership of the Shares held by Ace Lead and the beneficial ownership of the shares of Ace Lead held by Mr. Shao (the “Ace Lead Dispute”). The Board was notified that the Trust Committee was established in 2009 for the supervision of certain shares issued by the Company held in trust by two special purpose vehicle companies for the benefit of

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eligible employees of the Company’s subsidiaries in China. The Trust Committee claimed in the Ace Lead Dispute that the entire issued shares of Ace Lead were held by Mr. Shao in trust for Dr. Changli Wang (“Dr. Wang”), the founder of the Company who retired from his positions as the CEO and as a director and the Chairman of the Board in 2013, and that the entire lot of 4,144,223 Shares held by Ace Lead was held in trust for certain eligible employees of the Company’s subsidiaries in China. In the press release, the Company noted that pending the resolution of the Ace Lead Dispute, certain information provided in the Shao Proposal and the Schedule 13D amendments was yet to be ascertained, and that shareholders of the Company were advised to consider the Shao Proposal with caution.

On June 29, 2021 and amid the pending Ace Lead Dispute, Mr. Shao and Ace Lead jointly filed a Schedule 13D amendment with a consent solicitation statement made by the Shao Consortium as an exhibit thereto. The consent solicitation statement solicited consent from the Company’s shareholders regarding the following resolutions: (a) the offer price of US$17.10 per Share of the Shao Proposal was acceptable to the shareholders of the Company; (b) the Board shall expeditiously enter into discussion with the Shao Consortium with a view to entering into a definitive merger agreement in a timely manner in respect of the proposed transaction at the offer price of US$17.10 per Share; (c) the Amended and Restated Rights Agreement, dated as of September 24, 2020, between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Company Rights Agreement”), shall be rendered inapplicable in respect of the proposed transaction with the Shao Consortium and any actions in connection therewith; (d) the Company shall not issue any shares with special rights or at a discount to the current market value of the Shares without the prior approval of a resolution of the Company’s shareholders; and (e) each director of the Company take all other actions necessary or desirable to give effect to the foregoing resolutions, including taking all actions necessary to render all rights under the Company Rights Agreement unexercisable in respect of the proposed transaction with the Shao Consortium and any actions in connection therewith.

On July 1, 2021, the Company issued a press release, stating that the Company had not authorized any third party to engage in negotiation with existing shareholders or potential investors relating to the shareholding structure of the Company. Additionally, the press release noted that proceedings involving the Ace Lead Dispute were ongoing, and that the Company considered the solicitation process to be inappropriate at that time and urged its shareholders to refrain from taking any action.

On July 15, 2021, the Company issued another press release urging its shareholders to refrain from taking any action on the solicitation process. In the press release, the Company criticized Mr. Shao for putting his own interests ahead of the Company’s shareholders and for questionable decisions that he had made during his term as CEO, which had negatively impacted the Company’s stock price, losing the confidence of the Board and the shareholders. The press release noted that, among others, (a) the offer price of the Shao Proposal was based on Mr. Shao’s outdated insider knowledge of the Company gained when he was CEO and substantially undervalued the Company, (b) Mr. Shao mischaracterized the significance of his shareholdings in the Company: excluding the Shares under the ongoing Ace Lead Dispute, Mr. Shao only owned approximately 0.27% of the Company’s then outstanding Shares, and (c) the Shao Consortium’s allegations regarding the Company’s underperformance were intentional misrepresentations and hypocritical and ignored the fact that Mr. Shao’s poor judgment and inability to interpret investor sentiment during his term as CEO largely contributed to such underperformance, if any. The press release reiterated that the Board consistently had protected and would continue to protect the interests of the Company and its shareholders. Given that the consent solicitation initiated by the Shao Consortium was determined by the Board not to be in the best interests of the Company and its shareholders, the Company urged the shareholders to refrain from taking any action on such solicitation process.

On July 20, 2021, the Board received a non-binding proposal from Superior Emerald (Cayman) Limited, a company controlled by Ascendent Capital Partners, and Dr. Wang to acquire the Company for US$23.00 per Share in cash (the “Wang Proposal”).

On August 24, 2021, in connection with the Wang Proposal, the Company announced that the Board received a notification advising that Mr. Yue Xu and Mr. Lei Fang, the Co-Chief Operating Officers of the

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Company, had agreed to join the consortium of Superior Emerald (Cayman) Limited and Dr. Wang as members in connection with the transaction contemplated under the non-binding offer delivered to the Company on July 20, 2021 to acquire the Company for US$23.00 per Share in cash. According to the notification received by the Company, Mr. Xu and Mr. Fang jointly represented the collective interests of themselves and certain other members of management and employees of the Company.

On September 10, 2021, the Board received a non-binding proposal from a consortium consisting of Zhejiang Longsheng Group Co., Ltd. and Loyal Valley Innovation Capital (HK) Limited to acquire the Company for US$24.00 per Share in cash.

On November 24, 2021, the Board received a non-binding proposal from Centurium Capital to acquire the Company for US$24.00 per Share in cash.

On December 3, 2021, the Board received a non-binding proposal from a consortium consisting of Recco Control Technology Pte. Ltd. (“Recco”) and China Electronics Technology Group Corporation (collectively, the “2021 Recco Consortium”) to acquire the Company for US$25.00 per Share in cash.

On December 6, 2021, the Board received a non-binding proposal from Boyu Capital Advisory Company Limited to acquire the Company for US$23.00 per Share in cash.

On January 10, 2022, the Board held a meeting to review and evaluate a potential sale of the Company in light of the acquisition proposals received by the Company. A representative of Davis Polk & Wardwell LLP (“Davis Polk”), U.S. legal advisor to the Company, was present at the meeting. Dr. Wang, CEO and a director of the Company, who was invited to lead the Company again since January 1, 2022, recused himself from the meeting for conflict of interests as Dr. Wang had previously submitted the Wang Proposal to acquire the Company. At such meeting, the directors discussed several factors that might potentially impact a sale of the Company, including the impact at the time of the U.S. and PRC regulatory developments on Chinese companies listed on U.S. stock exchanges, the impact of China’s then new data security laws on the due diligence process in connection with a potential sale of a Chinese company, and the associated market volatility and its impact on the stock price of U.S. listed China-based companies and deal certainty. The directors then present at the meeting agreed that the management team led by Dr. Wang should focus on improving internal control and operational efficiency and optimizing the business operations of the Company over time to create value for the Company and its shareholders. In the meantime, the directors recognized that the Company needed to further assess certain regulatory and compliance matters before progressing with any potential sale. After full discussion and careful consideration, the directors then present at the meeting unanimously resolved to suspend the review of any potential sale transaction at that time.

On January 24, 2022, the Company issued a press release announcing the suspension of further evaluation of all unsolicited buyout proposals.

On July 8, 2022, the 2021 Recco Consortium issued a press release in which it reaffirmed its US$25.00 per Share unsolicited cash offer to acquire the Company and announced its engagement of UBS as financial advisor.

Shareholders Requisition

On August 23, 2023, the Company received a letter from Conyers Dill & Pearman (“Conyers”), on behalf of a group of persons purported to hold in aggregate 32.3% of the Shares, including Ace Lead (collectively, the “Initial Requisition Shareholders”), enclosing certain notices of intention (collectively, the “Notices of Intention”) to request the Board to convene an extraordinary general meeting of shareholders to consider certain proposed amendments to the Articles, including to increase the size of the Board from five to eleven directors, and to appoint six director candidates proposed by the Initial Requisition Shareholders to fill the vacancies created thereby.

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On August 24, 2023, which is the date on which the Company received the Reaffirmed Recco Proposal (as discussed below in “The Merger—Background of the Merger—Events Leading to the Merger Agreement”), the Company received a letter from Conyers, on behalf of the Initial Requisition Shareholders, enclosing certain written requests with updated business notices and disclosure statements in accordance with the Articles (the “Written Requests”) setting forth substantially the same proposals as those in the Notices of Intention.

The Articles stipulate a two-step process for shareholders to request the Board to convene an extraordinary general meeting, comprising of (a) a notice of intention to request an extraordinary general meeting under Article 9.4 of the Articles and (b) a written request for an extraordinary general meeting under Article 10.2 of the Articles. According to the Articles, after the receipt of the “intention to request a meeting”, the Board shall set a demand record date, which date determines who actually has the right to demand the Board to call an extraordinary general meeting in the second step.

On September 2, 2023, the Board held a meeting to discuss the Notices of Intention and the Written Requests, at which representatives of Davis Polk, Mourant Ozannes (Hong Kong) LLP (“Mourant”), the Company’s BVI legal advisor, and Deutsche Bank were present. At such meeting, Dr. Wang declared his conflict of interests, noting that he was one of the plaintiffs in the pending Hong Kong High Court litigation against Mr. Shao and Ace Lead regarding the Ace Lead Dispute and that Ace Lead was one of the Initial Requisition Shareholders. The Board and its legal advisors discussed the directors’ duties to the Company and its shareholders in connection with the Board’s consideration of the Written Requests and the Reaffirmed Recco Proposal. Representatives of Davis Polk provided an overview of the Notices of Intention and the Written Requests and discussed the Board’s duties in relation thereto under the Articles and applicable laws. The directors and the legal advisors noted certain defects in the materials submitted by the Initial Requisition Shareholders. After full discussion and careful consideration, the Board noted that, in light of the defects in the requests submitted by the Initial Requisition Shareholders, the Board at that stage was not in a position to establish that the shareholding threshold for shareholders to request an extraordinary general meeting had been satisfied. Having considered all factors that the Board deemed relevant and appropriate, the directors resolved to set September 6, 2023 as the demand record date for purposes of determining the shareholders entitled to demand that the Company call an extraordinary general meeting (the “Demand Record Date”), to request additional information from the Initial Requisition Shareholders to clarify the defects in the Written Requests, and to circulate a written questionnaire to each director candidate proposed by the Initial Requisition Shareholders with respect to his or her background, qualifications, share ownership and independence.

On September 5, 2023, in the same press release in which the Company announced the receipt of the Reaffirmed Recco Proposal, the Company also announced the receipt of the Notices of Intention and the Board’s decision to set September 6, 2023 as the Demand Record Date.

During the rest of September 2023, the Company, through its legal advisors, continued to engage with the Initial Requisition Shareholders, including exchanging several letter correspondences with their legal advisor Conyers. On September 15, 2023, the Company sent a written questionnaire by email to each director nominee proposed by the Initial Requisition Shareholders with respect to the background, qualifications, share ownership and independence of such person.

On September 29, 2023, the Board unanimously resolved to form the Special Committee to conduct the sale process (as discussed below in “The Merger—Background of the Merger—Events Leading to the Merger Agreement”).

On October 2, 2023, in the Company’s press release announcing the formation of the Special Committee to conduct the sale process (as discussed below in “The Merger—Background of the Merger—Events Leading to the Merger Agreement”), the Company also provided certain updates on the Board’s engagement with the Initial Requisition Shareholders.

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On October 20, 2023, the Company received updated letters from Conyers (the “Shareholders Requisition”) acting on behalf of shareholders holding an aggregate of 31.4% of the total issued and outstanding Shares as of the Demand Record Date (collectively, the “Requisition Shareholders”). The Shareholders Requisition set forth substantially the same proposals as those in the Notices of Intention and the Written Requests. The Requisition Shareholders listed in the Shareholders Requisition remained the same as the Initial Requisition Shareholders, except that two beneficial owners holding through Cede & Co that were included in the Notices of Intention and Written Request were no longer members of the Requisition Shareholders.

On October 24, 2023, in the Company’s press release providing updates on the sale process and announcing the receipt of the non-binding proposal from the Management Consortium, the Company also announced the receipt of the Shareholders Requisition.

On October 27, 2023, the Board held a meeting, at which representatives of Davis Polk, Mourant, Deutsche Bank and Brunswick were present, to discuss the Shareholders Requisition and the next steps regarding the convention of an extraordinary general meeting. At the beginning of the meeting, Dr. Wang declared his potential conflict of interests in relation to the Ace Lead Dispute and recused himself from the discussion and voting regarding the convention of the extraordinary general meeting. During the discussion, it was noted that although the Requisition Shareholders (or their nominee holder Cede & Co.) were on the register of members of the Company as of the Demand Record Date, the dispute over the ownership and control of Ace Lead and its holdings in the Company (which constituted approximately 6.68% of the total outstanding Shares) was subject to an injunction hearing in the Hong Kong High Court on November 21, 2023. After full discussion and careful consideration, all directors present at the meeting decided that it would be in the best interests of the Company to await the outcome of the Ace Lead injunction hearing on November 21, 2023, given that such hearing was only a few weeks away.

On October 30, 2023, the Company issued a press release which stated that: (a) while the Requisition Shareholders were on the register of members of the Company as of the Demand Record Date, there was an ongoing dispute (to which the Company was not a party) over the ownership and control of Ace Lead and its shares in the Company, which was subject to an injunction hearing at the Hong Kong High Court on November 21, 2023 and (b) following the injunction hearing on November 21, 2023, the Company would reassess promptly whether to convene an extraordinary general meeting of the shareholders.

On November 21, 2023, the Hong Kong High Court dismissed the application for an interlocutory injunction against Ace Lead and Mr. Shao. This dismissal was based on, among other things, Ace Lead and Mr. Shao’s proposed undertaking to abstain from voting on the resolutions outlined in the Notices of Intention (enclosed in the letter from Conyers dated August 23, 2023) during the Company’s shareholders meeting.

On November 22, 2023, the Board held a meeting, at which representatives of Davis Polk, Mourant, Deutsche Bank, Brunswick and Morrow were present, to discuss the convention of the extraordinary general meeting in light of the outcome of the injunction hearing regarding the Ace Lead Dispute. Dr. Wang declared his potential conflict of interests at the beginning of the meeting with respect to the Ace Lead Dispute and recused himself from the discussion and voting at the meeting. Following the Board meeting, the Company issued a press release announcing the Board’s decision to set November 27, 2023 as the record date for the extraordinary general meeting and its intention to convene the extraordinary general meeting in the week commencing January 22, 2024.

Following the announcement of the Company’s Merger Agreement, on December 22, 2023, the Company received a letter from one of the Requisition Shareholders (which held Shares through nominee holder Cede & Co), stating that it unconditionally and irrevocably revokes the requisition notice pursuant to Article 10.4 of the Articles and asks that the requisitioned meeting be cancelled. On January 4, 2024, the Company received a letter from Cede & Co acting on behalf of such Requisition Shareholder, stating that, as the record holder of the Shares beneficially owned by such Requisition Shareholder, Cede & Co unconditionally and irrevocably revokes the

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requisition notice pursuant to Article 10.4 of the Articles and asks the requisitioned meeting be cancelled. As a result, the Shareholder Requisition no longer constitutes at least 30% of the total issued and outstanding Shares as of the Demand Record Date, and accordingly the Board is not required to convene an extraordinary general meeting pursuant to Article 10.2 of the Articles.

Events Leading to the Merger Agreement

On August 24, 2023, the Company received a letter from Recco and Dazheng Group (Hong Kong) Investment Holdings Company Limited (“Dazheng”), reaffirming the previous unsolicited, non-binding proposal to acquire the Company at US$25.00 per Share in cash (the “Reaffirmed Recco Proposal”) by a consortium led by Recco and Dazheng and consisting of other members including TFI Asset Management Limited (“TFI”), and Great Wall Capital Co., Ltd (collectively, the “Recco Consortium”).

On September 5, 2023, the Company issued a press release announcing the receipt of the Reaffirmed Recco Proposal.

On September 7, 2023, the Board held a meeting, at which representatives of Davis Polk, Mourant and Deutsche Bank, were present, to review and discuss, among other things, the Reaffirmed Recco Proposal and exploration of potential strategic alternatives for the Company. At such meeting, Deutsche Bank discussed with the Board an illustrative work plan for assisting the Board with its evaluation of the Reaffirmed Recco Proposal and exploration of potential strategic alternatives for the Company.

On September 29, 2023, the Board held a meeting, at which representatives of Davis Polk, Mourant, Deutsche Bank and Brunswick were present, to continue to review and discuss, among other things, the Reaffirmed Recco Proposal and exploration of potential strategic alternatives for the Company. At such meeting, the directors determined that it would be advisable to conduct a sale process of the Company as part of the review of strategic options. The Board unanimously resolved to form the Special Committee, consisting of three disinterested and independent directors, Dr. Kok Peng Teh (“Dr. Teh”), Ms. Khiaw Ngoh Tan (“Ms. Tan”) and Dr. Jianyun Chai, to evaluate the Reaffirmed Recco Proposal and explore other potential strategic alternatives for the Company and its shareholders. Ms. Qiao Li and Dr. Wang noted that they did not have a current conflict of interest in a potential sale transaction of the Company but concurred that it would be advisable for the Board to form the Special Committee consisting of disinterested and independent directors to evaluate a potential sale transaction of the Company. The Board delegated to the Special Committee the power and authority of the Board to, among other things: (a) establish, approve, modify, monitor and direct the process and procedures related to the review and evaluation of the Reaffirmed Recco Proposal and any alternative transaction, including the authority to determine not to proceed with any such process, procedures, review or evaluation; (b) respond to any communications, inquiries or proposals regarding the Reaffirmed Recco Proposal and any alternative transaction; (c) review, evaluate, investigate, pursue and negotiate the terms and conditions of the Reaffirmed Recco Proposal and any alternative transaction; (d) solicit expressions of interest or other proposals for alternative transactions to the extent the Special Committee deems appropriate; (e) recommend to the Board whether the Reaffirmed Recco Proposal and any alternative transaction was advisable and in the best interests of the Company and its shareholders; (f) recommend the rejection or approval of the Reaffirmed Recco Proposal and any alternative transaction; (g) effect or recommend to the Board the consummation of the transactions contemplated by the Reaffirmed Recco Proposal and any alternative transaction; (h) investigate the Company and any prospective acquirers, the Reaffirmed Recco Proposal and any alternative transaction and related matters as it deems appropriate; (i) review and comment upon any and all documents and other instruments used in connection with the Reaffirmed Recco Proposal and any alternative transaction; and (j) retain, in its sole discretion, and on terms and conditions acceptable to the Special Committee, such advisors, including legal counsel, financial advisors and outside consultants, as the Special Committee in its sole discretion deemed appropriate to assist the Special Committee in discharging its responsibilities. After the Board’s resolution to form the Special Committee, Ms. Qiao Li and Dr. Wang recused themselves from the meeting, and members of the Special Committee continued their discussion with the advisors. Deutsche Bank discussed with members of the Special Committee certain preliminary financial matters relating to the Company.

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On October 2, 2023, the Company issued a press release announcing the formation of the Special Committee to conduct a formal sale process to evaluate the Reaffirmed Recco Proposal and solicit additional serious and compelling offers to acquire the Company.

On October 3, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank contacted representatives of UBS, financial advisor to the Recco Consortium, to discuss the Recco Consortium’s interest in acquiring the Company and its participation in the Company’s sale process.

On October 6, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent the Company’s standard form of confidentiality agreement, which was prepared by Davis Polk, to the Recco Consortium through representatives of UBS, and requested that the Recco Consortium provide information on its composition and ownership structure.

During the week of October 9, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank solicited eight potential buyers (including the Buyer) that were perceived, based on market knowledge, to have potential interest in acquiring the Company (in addition to the Recco Consortium which representatives of Deutsche Bank separately had contacted at the Special Committee’s direction) and circulated the Company’s outreach information package, including teasers and standard form of confidentiality agreement, to each of these potential buyers. During this week, representatives of Deutsche Bank also received inquiries from three additional unsolicited potential buyers, and, in accordance with the direction of the Special Committee, arranged a follow-up call with each of these three potential buyers in order to obtain further information from such unsolicited potential buyers. None of these three buyers further indicated any intention to proceed with the sale process after the follow-up call.

During the weeks following October 9, 2023 and until November 7, 2023, representatives of Davis Polk received comments on the confidentiality agreements from six out of the eight potential bidders solicited by Deutsche Bank and exchanged comments with each of the six bidders. Thereafter, the Company entered into confidentiality agreements with three of the six bidders. No confidentiality agreements were entered into with the other three bidders because two of them did not indicate the intention to proceed with the sale process and one of them indicated its intention not to proceed with the sale process.

On October 13, 2023, the Special Committee held a meeting, during which the Special Committee discussed its mandate and engagement of professional advisors. Representatives of Davis Polk, Mourant, Deutsche Bank and Brunswick were present at the meeting. Members of the Special Committee unanimously resolved to engage Davis Polk, as U.S. legal advisor, Mourant as BVI legal advisor, Haiwen & Partners (“Haiwen”), as PRC legal advisor, and Deutsche Bank, as financial advisor, to assist it in the Company’s sale process, taking into account, among other factors, their respective credentials and familiarity with the Company. At such meeting, representatives of Deutsche Bank also updated the Special Committee on the sale process, including the outreach to potential buyers and the status of discussions.

On October 19, 2023, about two weeks after the Company’s form of confidentiality agreement was provided to the Recco Consortium, representatives of Sullivan & Cromwell LLP (“S&C”), U.S. legal advisor to the Recco Consortium, circulated comments to the confidentiality agreement. The Recco Consortium’s comments on the confidentiality agreement were off-market in a number of ways, including (a) requesting a three-month term for the confidentiality agreement, which would be shortened if the standstill period were terminated earlier, (b) removing customary standstill provisions and requesting uncustomary fallaway triggers for the standstill period if (i) the Special Committee failed to provide due diligence information reasonably requested by the Recco Consortium or (ii) any annual or special meeting of shareholder was called by the Company or the requisitioning shareholders, and (c) rejecting to be bound by any confidentiality obligations in respect of transaction status and negotiation status of the proposed acquisition.

On October 20, 2023, representatives of Davis Polk sent comments on the confidentiality agreement to the Recco Consortium and requested a call with representatives of S&C to discuss the comments.

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On October 23, 2023, Mr. Lei Fang and Mr. Yue Xu, the Co-Chief Operating Officers of the Company (the “Management Consortium”), stating that they were acting on behalf of the entire management team, submitted a non-binding proposal to the Special Committee, to acquire the Company at US$25.00 per Share in cash.

On October 24, 2023, the Company issued a press release providing updates on the sale process, including announcing the receipt of the non-binding proposal from the Management Consortium.

On October 26, 2023, in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a meeting with representatives of the Management Consortium and its legal advisor to clarify the Management Consortium’s financing plan and potential regulatory approvals required for the proposed transaction. Representatives of the Management Consortium stated that they would prepare and submit the requisite documents to the Special Committee evidencing their financing plan. On the same day, the Company’s form of confidentiality agreement was sent to the legal advisor for the Management Consortium.

On October 27, 2023, representatives of Davis Polk and S&C had a call to exchange comments and address questions on the confidentiality agreement between the Company and the Recco Consortium. Representatives of Deutsche Bank and UBS also attended this call. During the call, representatives of S&C reiterated the Recco Consortium’s positions contained in their draft of the confidentiality agreement circulated on October 19, 2023.

Also on October 27, 2023, the Special Committee held a meeting, at which representatives of Davis Polk, Deutsche Bank and Brunswick were present, to discuss, among other things, updates on the sale process. At the meeting, representatives of Davis Polk also provided an update to the Special Committee on the confidentiality agreement negotiations with the potential bidders, including the Recco Consortium.

On October 30, 2023, the Company issued a press release providing updates on the sale process, noting that the Special Committee had been in contact with multiple prospective bidders while evaluating the Reaffirmed Recco Proposal and the non-binding proposal by the Management Consortium. The press release also stated that the sale process was targeted to be at an advanced stage, with a preferred bidder to be identified, as soon as early December 2023.

On October 31, 2023, representatives of S&C circulated the Recco Consortium’s comments on the confidentiality agreement. The positions reflected in S&C’s markup generally remained unchanged relative to its markup dated October 19, 2023.

On November 1, 2023, representatives of Davis Polk reported to the Special Committee regarding the latest progress and proposed markup on the confidentiality agreement with the Recco Consortium. After that, representatives of Davis Polk circulated the confidentiality agreement markup to representatives of S&C.

On November 2, 2023, in furtherance of the Management Consortium’s non-binding proposal, its legal advisor circulated a draft debt commitment letter to the Special Committee and representatives of Davis Polk and Deutsche Bank. After reviewing the debt commitment letter, representatives of Davis Polk sent certain follow-up questions to the legal advisor for the Management Consortium. On the same day, representatives of Davis Polk and the legal advisor for the Management Consortium exchanged markups on the confidentiality agreement.

On November 6, 2023, the Buyer submitted a letter to the Special Committee setting forth a non-binding proposal to acquire the Company at US$26.00 per Share, in which proposal the Buyer also expressed its support for calling of a special meeting of shareholders of the Company with a view to strengthening corporate governance and increasing the number of independent directors on the Board. On the same day, the Buyer issued a press release in relation to the same and filed a Schedule 13D with the SEC disclosing that the Rollover Securityholder had become the beneficial owner of 13.7% of the outstanding Shares as of October 25, 2023.

On November 7, 2023, in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a call with representatives of the Buyer and its U.S. legal advisor, Morrison Foerster (“MoFo”), to discuss certain items set forth in the Buyer’s non-binding proposal.

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On November 8, 2023, the Recco Consortium submitted to the Board a letter reaffirming its non-binding proposal to acquire the Company, increasing its purchase price to US$26.50 per Share (the “Updated Recco Proposal”). On the same day, the Recco Consortium issued a press release regarding the Updated Recco Proposal.

On November 8, 2023, two members of the Special Committee, Dr. Teh and Ms. Tan, had a call with representatives of Davis Polk, Mourant, Deutsche Bank and Brunswick to discuss the Buyer’s non-binding proposal and the Updated Recco Proposal. At the meeting, the directors also discussed and determined to agree to the Buyer’s request for a meeting with the Special Committee.

On the same day, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent an email to the Recco Consortium and representatives of its financial advisor, UBS, requesting detailed information on its consortium structure, financing, due diligence scope, regulatory approvals and the closing conditions for the Special Committee to properly evaluate the Updated Recco Proposal. No response was provided from the Recco Consortium despite that several follow-ups were made over the next few days.

On November 9, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank contacted the Buyer regarding the status of the Buyer’s review of the Company’s form of confidentiality agreement.

On November 10, 2023, representatives of S&C sent to representatives of Davis Polk a revised draft of the confidentiality agreement with comments from the Recco Consortium, reflecting substantially identical positions as its markup dated October 31, 2023 and its first markup dated October 19, 2023.

From November 10, 2023 to November 11, 2023, representatives of Davis Polk discussed with the legal advisor for the Management Consortium certain issues in the confidentiality agreement and also circulated certain follow-up questions to the legal advisor for the Management Consortium on the updated debt commitment letter provided by the legal advisor for the Management Consortium.

On November 12, 2023, two members of the Special Committee had a call with the Management Consortium, along with representatives of Deutsche Bank, Davis Polk and the legal advisor for the Management Consortium, to discuss, among other things, the confidentiality agreement execution, financing certainty, and potential regulatory approvals required for the proposed transaction.

On November 13, 2023, the Special Committee had a call with the Buyer to discuss its non-binding proposal, during which meeting the Buyer requested that the Special Committee consider granting to the Buyer a six-week exclusivity period.

Also on November 13, 2023, the Special Committee held a meeting, at which representatives of Davis Polk and Deutsche Bank were present, to discuss comments on the confidentiality agreement from each of the Management Consortium, the Recco Consortium and the Buyer. Representatives of Davis Polk reported to the Special Committee that the Company had not yet reached agreement with these three bidders on the confidentiality agreement despite multiple rounds of discussions and negotiations with the Management Consortium and the Recco Consortium. Representatives of Davis Polk noted that in light of the Shareholder Requisition, these three bidders had resisted accepting customary standstill provisions in the confidentiality agreement. Representatives of Davis Polk further noted that standstill provisions were typically required of bidders in exchange for receiving due diligence access to material non-public information of the Company. Representatives of Deutsche Bank noted that both the Management Consortium and the Buyer had indicated that they would not require due diligence access or would only require confirmatory due diligence that does not require receipt of material non-public information of the Company, but that the Recco Consortium had not provided the scope of due diligence it would require. After the discussion, the Special Committee determined that the circumstances surrounding the current sale process (including the Shareholders Requisition) warranted a

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flexible approach to the confidentiality agreement negotiation. In particular, the Special Committee determined that in order to facilitate a competitive sale process, it would accept a narrower standstill scope for a bidder that did not require access to material non-public information and instructed Davis Polk to finalize negotiations of confidentiality agreements on such basis.

Also on November 13, 2023, representatives of MoFo circulated to representatives of Davis Polk a revised draft of the confidentiality agreement reflecting the Buyer’s comments. On the same day, representatives of the legal advisor for the Management Consortium circulated a revised draft of the debt commitment letter for the Management Consortium’s proposed acquisition of the Company to representatives of Davis Polk.

From November 14, 2023 to November 16, 2023, Davis Polk and the legal advisor for the Management Consortium further negotiated and exchanged markups of the confidentiality agreement.

On November 15, 2023, a revised draft of the confidentiality agreement with the Recco Consortium was provided to representatives of S&C reflecting Davis Polk’s comments. On November 16, 2023, representatives of S&C circulated a revised draft of the confidentiality agreement with comments from the Recco Consortium.

On November 16, 2023, representatives of the Buyer sent to representatives of Davis Polk and Deutsche Bank a confirmatory due diligence request list, which the Buyer later acknowledged and agreed in the confidentiality agreement signed with the Company that none of the information requested in such request list would constitute any material non-public information of the Company.

On November 17, 2023, representatives of MoFo circulated a revised draft of the confidentiality agreement with the Buyer’s comments to representatives of Davis Polk.

On November 18, 2023, representatives of Davis Polk and S&C had a call to discuss Recco Consortium’s comments on the confidentiality agreement. Representatives of Deutsche Bank and UBS also attended this call.

Also on November 18, 2023, representatives of Davis Polk, MoFo and the Buyer had a call to discuss the confidentiality agreement with the Buyer. Representatives of Deutsche Bank also attended this call. During this call, representatives of the Buyer also requested an exclusivity period to negotiate the proposed transaction with the Special Committee. In accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank noted to the Buyer that the Special Committee would not grant to the Buyer or any other bidder exclusivity at the current stage of the sale process.

On November 19, 2023, representatives of Davis Polk reported to the Special Committee on the recent progress and pending issues on the confidentiality agreements with the Recco Consortium, the Buyer and the Management Consortium, respectively. Representatives of Davis Polk reported that (a) a narrower scope of standstill provisions had been offered to each of the three bidders, (b) the Buyer’s request for exclusivity was not accepted, and (c) the Recco Consortium’s request to not be bound by confidentiality in respect of the transaction status and negotiation status was not accepted. Representatives of Davis Polk noted that the Management Consortium generally had accepted the positions on the standstill provisions proposed by the Special Committee and no major issues remained outstanding on the confidentiality agreement with the Management Consortium. Shortly thereafter, representatives of Davis Polk circulated the revised draft of the confidentiality agreement with the Buyer and the Management Consortium each to representatives of MoFo and the legal advisor for the Management Consortium, respectively.

Also on November 19, 2023, representatives of MoFo circulated certain additional comments on the confidentiality agreement from the Buyer to representatives of Davis Polk. Representatives of Davis Polk discussed and reported to the Special Committee that the additional comments of the Buyer were generally acceptable. The Special Committee agreed and instructed representatives of Davis Polk to proceed with execution of the confidentiality agreement with the Buyer and the Management Consortium.

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On November 20, 2023, representatives of Davis Polk circulated a revised draft of the confidentiality agreement with the Recco Consortium to representatives of S&C.

On November 21, 2023, the Company executed the confidentiality agreement with each of the Buyer (such confidentiality agreement with the Buyer, the “Confidentiality Agreement”) and the Management Consortium, respectively. Thereafter, representatives of Davis Polk circulated the Company’s auction draft merger agreement to representatives of MoFo and the legal advisor for the Management Consortium.

Also on November 21, 2023, the Buyer sent to representatives of Davis Polk and Deutsche Bank a draft of debt commitment letter.

Also on November 21, 2023, representatives of Deutsche Bank received a call from a representative of the Buyer, which followed the conclusion of the injunction hearing regarding the Ace Lead Dispute. During the call, the Buyer representative reiterated its request for an exclusivity period. Separately, during the call, the Buyer indicated that it would be agreeable to consider stating publicly that it would not support the Requisition Shareholders’ call for a shareholders meeting because the Buyer believed that the Requisition Shareholders’ call for a shareholders meeting did not seem constructive to expedite the ongoing sale process. Representatives of Deutsche Bank reported such conversation to the Special Committee.

On November 22, 2023, the Special Committee held a meeting, at which representatives of Davis Polk, Mourant, Deutsche Bank, Brunswick and Morrow were present, to discuss the Buyer’s request for an exclusivity period. After discussion, the Special Committee concluded that it was not in the best interests of the Company and its shareholders to provide exclusivity to any bidder at this stage.

Also on November 22, 2023, representatives of S&C circulated a revised draft of the confidentiality agreement with the Recco Consortium’s comments to representatives of Davis Polk. On November 23, 2023, representatives of Davis Polk had a call with representatives of S&C to discuss such comments. Representatives of Deutsche Bank and UBS also attended this call. The Recco Consortium continued to reject to be bound by any confidentiality obligation to not disclose transaction status and negotiation status and requested to have the standstill fallaway if the Special Committee failed to provide any due diligence materials reasonably requested by the Recco Consortium. Representatives of Davis Polk noted to representatives of S&C that both of the requests were off-market and unacceptable to the Special Committee. In particular, in relation to the standstill fallaway, the Special Committee was not in a position to consider such request without having received the Recco Consortium’s due diligence request. On the call, in accordance with the direction of the Special Committee, representatives of Deutsche Bank reiterated to representatives of S&C and UBS the Special Committee’s request for financing evidence and clarification of the Recco Consortium’s requested scope of due diligence.

On November 23, representatives of the legal advisor for the Management Consortium sent an updated debt commitment letter for the Management Consortium’s acquisition of the Company to representatives of Davis Polk and requested a call to discuss Davis Polk’s comments. On November 24, 2023, representatives of Davis Polk and the legal advisor for the Management Consortium had a call to discuss certain comments on the updated debt commitment letter.

On November 24, 2023, in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a meeting with representatives of the Buyer and MoFo to discuss the Buyer’s request regarding the exclusivity period and the Shareholders Requisition’s potential impact on the sale process.

On November 25, 2023, the Buyer filed a Schedule 13D amendment disclosing the execution of the confidentiality agreement with the Company.

On November 26, 2023, representatives of the legal advisor for the Management Consortium circulated comments on the auction draft merger agreement to representatives of Davis Polk.

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On November 27, 2023, in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a call with representatives of the legal advisor for the Management Consortium to discuss the Management Consortium’s financing plan. The parties also discussed the time required to finalize the debt commitment letter and provide the remaining equity investor commitment. On the same day, in accordance with the direction of the Special Committee, representatives of Davis Polk also provided comments on the updated debt commitment letter to the legal advisor for the Management Consortium, and representatives of Deutsche Bank circulated certain queries on behalf of the Special Committee regarding Management Consortium’s financing sources to the legal advisor for the Management Consortium.

Also on November 27, 2023, the Buyer sent to representatives of Davis Polk and Deutsche Bank a draft of its debt financing term sheet.

On November 28, 2023, representatives of Davis Polk reported to the Special Committee a list of key issues reflected in the merger agreement markup by the Management Consortium dated November 26, 2023.

Also on November 28, 2023, representatives of MoFo circulated a revised draft of the merger agreement to representatives of Davis Polk reflecting the Buyer’s comments, and representatives of Davis Polk circulated comments on the debt commitment letter to representatives of MoFo.

Also on November 28, 2023, representatives of Davis Polk, Haiwen and Management Consortium’s legal advisor had a call to discuss potential regulatory approvals (including the outbound direct investment filings with the PRC regulatory authorities) required for the proposed transaction with the Management Consortium, the escrow arrangement and the funds flows. On the same day, representatives of Davis Polk also had a separate call with the Management Consortium’s legal advisor and debt financing provider regarding comments on the updated debt commitment letter.

On November 29, 2023, representatives of Davis Polk circulated a revised draft of the merger agreement to representatives of the legal advisor for the Management Consortium. In the meantime, in accordance with the direction of the Special Committee, representatives of Davis Polk continued to work with representatives of Haiwen and Deutsche Bank to ascertain additional information regarding the equity financing sources for the Management Consortium and explore the escrow arrangement.

Also on November 29, 2023, representatives of UBS, on behalf of the Recco Consortium, provided a redacted version of the approval email from the Industrial Bank for their debt financing arrangement. Representatives of UBS also shared a preliminary due diligence request list with representatives of Davis Polk and Deutsche Bank, the scope of which was significantly broader and more extensive than the due diligence scope of the Buyer.

On November 30, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent an email to the Recco Consortium, seeking to clarify their financing arrangement and due diligence questions and requesting additional documentary evidence for their debt financing.

Also on November 30, 2023, representatives of Davis Polk circulated an issues list to the Special Committee on the merger agreement markup provided by the Buyer. The key issues included: (a) the Buyer’s request that the Company hold the shareholders meeting to approve the merger no later than the shareholders meeting requested by the Requisition Shareholders (“Buyer’s special meeting request”), (b) the Buyer’s request for the Company to increase the board size by three and nominate three independent directors designated by the Buyer at the shareholders meeting to approve the merger (“Buyer’s director appointment request”), (c) buyer-friendly formulations of the definitions of “Superior Proposal” and “Intervening Event”, (d) the Buyer’s refusal to bear the regulatory risks and potential governmental orders in terms of the reverse termination fee, (e) the broadened scope of Company representations and warranties, and (f) the expanded restrictions on the Company’s ability to

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take actions during the interim period. Representatives of Davis Polk also noted that certain commercial terms, including the per Share merger consideration, the amounts of the termination fee and the reverse termination fee, and the treatment of the options and restricted shares, remained to be negotiated in the Buyer’s markup of the merger agreement.

On December 1, 2023, representatives of Davis Polk and the legal advisor for the Management Consortium had a call to discuss the key issues in the merger agreement with the Management Consortium and a revised draft of the merger agreement reflecting the Management Consortium’s comments was sent to representatives of Davis Polk.

Also on December 1, 2023, on behalf of the Recco Consortium, representatives of UBS sent a revised due diligence request list, the scope of which remained extensive in comparison with the scope of a customary confirmatory due diligence, and a draft term sheet for their debt financing, which term sheet did not provide that the financing would be provided on a certain funds basis.

Also on December 1, 2023, the Special Committee held a meeting, at which representatives of Davis Polk, Deutsche Bank, Brunswick and Mourant were present, to discuss updates on the sale process and progress of discussions with each of the Management Consortium, the Recco Consortium and the Buyer. Representatives of Deutsche Bank noted the status of discussions with the Management Consortium, including the merger agreement markup, debt and equity financing status and escrow arrangement, and suggested that the Special Committee consider requesting that the Management Consortium increase its purchase price. Representatives of Deutsche Bank also noted the status of discussions with the Buyer and the Recco Consortium, indicating that legal advisors were analyzing potential regulatory approvals for the Buyer, and that the Recco Consortium had not yet provided the requested financing proof and was still negotiating the confidentiality agreement.

On December 2, 2023, representatives of Davis Polk sent a revised draft of the confidentiality agreement with the Recco Consortium to representatives of S&C, offering a four-week non-disclosure period for transaction status and negotiation status, while rejecting the standstill fallaway trigger linked to the Special Committee’s failure to provide any due diligence materials reasonably requested by the Recco Consortium.

Also on December 2, 2023, representatives of Davis Polk and Haiwen had a call with representatives of MoFo and Zhong Lun Law Firm (“Zhong Lun”), the Buyer’s PRC legal advisor, to clarify the potential regulatory approvals required by the Buyer for the proposed transaction, during which call legal advisors exchanged their views on their analysis of potential merger control filings, outbound direct investment filings with and national security review by the PRC regulatory authorities.

On December 3, 2023, representatives of Davis Polk sent a revised draft of the merger agreement with the Buyer to representatives of MoFo, which, among other things, reverted to more Company friendly and customary definitions of “Superior Proposal” and “Intervening Event”, as well as requiring the Buyer to bear the regulatory risks in terms of the reverse termination fee.

Also on December 3, 2023, representatives of the legal advisor for the Management Consortium circulated certain background materials relating to a new equity investor (the “New Equity Investor”), indicating that the New Equity Investor would be providing equity funding for the proposed transaction with the Management Consortium. Following such email, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent a list of queries on behalf of the Special Committee regarding the New Equity Investor and proposed equity commitment arrangement for the Management Consortium to representatives of the legal advisor for the Management Consortium.

On the same day, representatives of the legal advisor for the Management Consortium also sent a merger agreement markup reflecting the Management Consortium’s comments to representatives of Davis Polk. On the same day, representatives of Davis Polk had two calls with representatives of the legal advisor for the

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Management Consortium to clarify the Management Consortium’s proposed equity commitment arrangement and escrow arrangement in light of the New Equity Investor.

On December 5, 2023, on behalf of the Recco Consortium, representatives of S&C sent a revised draft of the confidentiality agreement to representatives of Davis Polk, on which Davis Polk signed off on the same day.

Also on December 5, 2023, Davis Polk’s markup of the draft merger agreement with the Management Consortium was sent to representatives of the legal advisor for the Management Consortium with a request that the Management Consortium consider an increase in its proposed purchase price.

On December 6, 2023, the Buyer sent follow-up due diligence questions to representatives of Deutsche Bank, and representatives of MoFo sent a revised draft of the merger agreement, the draft Plan of Merger and the draft Articles of Merger, each reflecting the Buyer’s comments, to representatives of Davis Polk. More generally, during the months of November and December, the Buyer had meetings with each of Dr. Wang, Mr. Yue Xu and Mr. Lei Fang, as well as Mr. Hongyuan Shi, the Company’s Chief Human Resource Officer, respectively, in order to discuss the Buyer’s track record and strategic goals for the operations of the Company.

Also on December 6, 2023, the Company was served with an application dated December 5, 2023 from Mr. Xiaogang Chen in the BVI High Court. Mr. Xiaogang Chen is a controlling shareholder of Dazheng, which is a member of the Recco Consortium. Mr. Xiaogang Chen sought, among other things, (a) an order that a special meeting of the Company be convened and held pursuant to section 86 of the BVI Business Companies Act and (b) an interim injunction (“Interim Injunction Application”) to restrain the Company from taking any steps to accept any of the buyout proposals that have been made to acquire the issued and outstanding shares of the Company until the requested special meeting has been held. On December 7, 2023, the Recco Consortium issued a press release regarding the Interim Injunction Application.

On December 7, 2023, representatives of Deutsche Bank forwarded a letter received from the Buyer to the Special Committee requesting a meeting with the Special Committee to discuss certain key commercial issues related to the proposed transaction and sale process. Among others, the key commercial issues related to the Company Rights Agreement, the treatment of the Company’s options and restricted shares, the Buyer’s special meeting request, the Buyer’s director appointment request, certain closing conditions (including the maximum dissenting shareholder threshold, the absence of Company material adverse effect and the minimum cash deposit with debt financing provider’s account), the go-shop/non-solicitation provisions and the termination fee and reverse termination fee arrangements.

Also on December 7, 2023, representatives of Davis Polk sent an updated issues list to the Special Committee, summarizing positions in the Buyer’s latest merger agreement markups. Representatives of Davis Polk reported to the Special Committee that the key issues with respect to the go-shop/non-solicitation provisions, the Buyer’s special meeting request, the Buyer’s director appointment request, the risk allocation regarding regulatory approvals and closing conditions, largely remained unchanged relative to their last markup, while the Buyer agreed to drop the “force-the-vote” provision.

Later on the same day, the Special Committee held a meeting, at which representatives of Davis Polk, Deutsche Bank, and Mourant were present, to discuss updates on the sale process and the Interim Injunction Application. At the meeting, Deutsche Bank provided an update on the negotiation status with each of the Management Consortium, the Buyer and the Recco Consortium. The Special Committee discussed with its advisors the Buyer’s December 7 letter and the key commercial issues set forth therein and agreed to meet with the Buyer to further discuss the key commercial issues. The legal advisors also reported to the Special Committee the latest status of the Interim Injunction Application and its implications on the sale process. After the discussion, the Special Committee instructed the legal advisors to prepare responses to the Interim Injunction Application and continue proceeding with the sale process.

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Also on December 7, 2023, despite the fact that Davis Polk had signed off on the confidentiality agreement with the Recco Consortium on December 5, 2023, representatives of S&C raised additional comments and sent a further revised draft of the confidentiality agreement to representatives of Davis Polk. On December 8, 2023, representatives of Davis Polk signed off on the further revised draft of the confidentiality agreement circulated by representatives of S&C on December 7, 2023, requesting representatives of S&C to arrange execution by the Recco Consortium. No responses from representatives of S&C or the Recco Consortium were received afterwards.

Also on December 7, 2023, representatives of MoFo sent drafts of the equity commitment letter and the limited guarantee in respect to the Buyer’s acquisition of the Company to representatives of Davis Polk. After discussion with Davis Polk, on December 8, 2023, representatives of MoFo sent a draft rollover and support agreement to representatives of Davis Polk, and, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent the Company’s further responses to the Buyer on its confirmatory due diligence questions.

On December 8, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent the Company’s list of questions and due diligence and documentation requests regarding Management Consortium’s financing to the legal advisor for the New Equity Investor, and representatives of Davis Polk sent to such legal advisor its markup of the draft merger agreement dated December 5, 2023, which was previously circulated to representatives of the legal advisor for the Management Consortium.

Also on December 8, 2023, Conyers, which represents Mr. Xiaogang Chen in the Interim Injunction Application, sent letters to the Company and representatives of Mourant, respectively, advising that a hearing would be held on December 12, 2023 regarding the Interim Injunction Application at the BVI High Court.

Also on December 8, 2023, representatives of Davis Polk had a call with representatives of MoFo to discuss pending issues in the draft merger agreement and to clarify certain questions and the Buyer’s positions regarding the key issues listed in the Buyer’s December 7 letter.

Subsequently, two members of the Special Committee, Dr. Teh and Ms. Tan, had a call with representatives of Davis Polk, Mourant and Deutsche Bank to further discuss the key issues raised in the Buyer’s December 7 letter and the proposed responses by the Special Committee, based on the earlier call between representatives of Davis Polk and MoFo. The discussion covered certain aspects with respect to the Company Rights Agreement, the go-shop/non-solicitation provisions, the closing conditions and the termination fee and reverse termination fee arrangements. At the meeting, Deutsche Bank also noted for the directors that the Management Consortium had not yet provided the requested documentation regarding the identity and financing sources for the New Equity Investor.

Also on December 8, the Special Committee had a call with the Buyer, with representatives of Deutsche Bank, Davis Polk and MoFo in attendance, to discuss and exchange comments on each of the key issues raised in the Buyer’s December 7 letter.

After the meeting with the Buyer, the Special Committee held a meeting, at which representatives of Davis Polk, Mourant and Deutsche Bank were present, to further discuss the Interim Injunction Application and updates on the sale process. Deutsche Bank provided an update to the Special Committee on the negotiation status of each of the Management Consortium, the Recco Consortium and the Buyer, noting that the Management Consortium had not yet provided the requested documentation for its updated financing structure and that the confidentiality agreement with Recco was in agreed form and ready for execution. The Special Committee discussed with its advisors and noted the limited progress with the Management Consortium and the Recco Consortium, as compared to the more certain financing and execution timeline demonstrated by the Buyer. At the meeting, representatives of Davis Polk also briefed the Special Committee on the key negotiation points with the Buyer, including the risk allocation regarding regulatory approvals, closing conditions and termination fee arrangement.

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On December 9, 2023, representatives of Davis Polk circulated its comments on drafts of each of the merger agreement, the equity commitment letter, the rollover and support agreement and the limited guarantee in relation to the Buyer’s acquisition of the Company to representatives of MoFo. Representatives of Davis Polk also sent to representatives of MoFo the initial draft of the amendment to the Company Rights Agreement. Davis Polk’s comments on the draft merger agreement reflected the discussion with the Special Committee, including among others, (a) rejecting the Buyer’s request for the Board to render the Company Rights Agreement inapplicable to the Buyer and its affiliates, and (b) comments on the non-solicitation provisions including the definitions of “Superior Proposal” and “Intervening Event.” Davis Polk also continued to request that the Buyer bear the regulatory risks both on the regulatory approval efforts covenant and the reverse termination fee arrangement. Davis Polk also provided comments to revise the scope of the representations and warranties of the Company.

Also on December 9, 2023, representatives of MoFo sent a revised draft of the debt commitment letter and term sheet for the Buyer’s acquisition of the Company to representatives of Davis Polk.

On December 10, 2023, two members of the Special Committee, Dr. Teh and Ms. Tan, held a call with representatives of Davis Polk and Deutsche Bank to discuss the latest progress on the sale process. The directors discussed and agreed and instructed the advisors to continue negotiations with the Buyer. The directors and advisors further discussed a few outstanding key issues with the Buyer on the draft merger agreement, including the risk allocation regarding regulatory approvals and the minimum cash deposit requirement as a closing condition.

During the day, representatives of MoFo circulated, on behalf of the Buyer, revised drafts of the amendment to the Company Rights Agreement, the merger agreement, the equity commitment letter, the rollover and support agreement and the limited guarantee to representatives of Davis Polk. The merger agreement markup reflected certain key issues subject to the further negotiations by the parties. These included (a) the Buyer’s special meeting request and director appointment request, as well as Buyer’s request that if there is a competing proposal (which included proposals put forward by the Requisition Shareholders) at the shareholders meeting to approve the merger, the Company should (i) include the proposals to approve the merger and the Buyer’s director appointment request and the competing proposal in separate sections, (ii) provide clear voting instructions and advise the shareholders of the mutually exclusive nature of the proposals in a manner satisfactory to the Buyer, and (iii) recommend the shareholders to vote “against” the competing proposal and “for” the merger and the Buyer’s director appointment request, (b) certain restrictions on the Board regarding its non-solicitation obligations and certain requirements in the definitions of “Superior Proposal” and “Intervening Event”, (c) the Buyer’s request for a closing condition that no more than 10% of the Shares be subject to dissenters’ rights and the addition of a mutual closing condition linked to the outbound direct investment filings and national security review clearance, and (d) the Buyer’s refusal to pay a reverse termination fee in the event the merger does not close for failure to receive regulatory approvals.

In the afternoon, Dr. Teh and Ms. Tan, had a call with representatives of Davis Polk and Deutsche Bank to further discuss the progress on the negotiations with the Buyer. At the meeting, representatives of Davis Polk reported to the directors regarding the key issues reflected in the merger agreement markup circulated by the Buyer prior to the meeting. The directors discussed and indicated their positions on such key issues and instructed representatives of Davis Polk to revise the merger agreement accordingly. Representatives of Davis Polk also noted that the Buyer requested that the Company waive the restrictions under the Company Rights Agreement with respect to any acquisition of securities of the Company by the Buyer and its affiliates after the Buyer entered into a definitive merger agreement with the Company. The directors discussed the implications of such waiver and decided that a waiver that would only become effective after the signing of the merger agreement would be acceptable.

Later that afternoon, representatives of Davis Polk and MoFo had a call to discuss certain outstanding issues in the Merger Agreement. These included, among others, (a) certain restrictions on the Board regarding its

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non-solicitation obligations and certain requirements in the definitions of “Superior Proposal” and “Intervening Event” and (b) the Buyer’s refusal to pay a reverse termination fee in the event the merger does not close due to failure to receive regulatory approvals.

Later that night, Dr. Teh and Ms. Tan had another call to further discuss with representatives of Davis Polk and Deutsche Bank the progress of the negotiations with the Buyer. At the meeting, Deutsche Bank provided an update on certain outstanding key commercial issues with the Buyer, including its offer price, and, based on discussions with the legal advisors, the definition of “Superior Proposal” in the merger agreement, the termination fee arrangement, the closing conditions and termination events. Representatives of Davis Polk further provided an update on the negotiation status of several legal issues based on the Buyer’s latest merger agreement markup and the previous negotiation call with representatives of MoFo. Such issues included the Buyer’s comments on the Buyer’s director appointment request and the go-shop/non-solicitation provision. At the meeting, representatives of Davis Polk also reported to the directors about a call on the same day from a representative from Party A, which indicated that Party A was one of the financing sources behind the Management Consortium and that Party A was ready to fund a sizable deposit into an escrow account established by the Management Consortium the next day. The directors noted that Party A had no direct contact with the Special Committee or its advisors prior to this outreach, the current status and relationship between Party A and the Management Consortium was unclear, it was uncertain if Party A was acting on its own behalf or representing the Management Consortium (particularly in light of the presence of the New Equity Investor), Party A had not provided information regarding the financing plan and sources for its purported acquisition of the Company, and given the status of negotiations with the Buyer, it was in the best interests of the Company and its shareholders to continue to proceed with the negotiations with the Buyer.

Later on the same day, representatives of Davis Polk received an email letter from Party A on behalf of three investors (collectively, the “Party A Consortium”), stating that they were equity investors for the Management Consortium, that they agreed to provide the entire equity financing needed by the Management Consortium to acquire the Company, and that they were ready to fund a sizable deposit into escrow on the following day to support their proposed transaction. In accordance with the direction of the Special Committee, representatives of Deutsche Bank responded shortly to Party A to request a call with Party A to discuss their financing structure and acquisition proposal.

After the calls with members of the Special Committee and in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a negotiation session with representatives of the Buyer and MoFo to discuss the pending items in the merger agreement with the Buyer. The Special Committee, together with representatives of Davis Polk and Deutsche Bank, on the one hand, and representatives of the Buyer and MoFo, on the other, had separate internal sessions during the negotiation session to discuss approaches and responses. After discussions, the parties continued the negotiation sessions, during which representatives of the Buyer agreed to increase its offer price to US$26.50 per Share.

On December 11, 2023, representatives of Davis Polk sent revised drafts of the merger agreement and the amendments to the Company Rights Agreement to representatives of MoFo reflecting discussion with the Special Committee regarding the Buyer’s comments, together with the revised drafts of the rollover and support agreement, the equity commitment letter and the limited guarantee.

During the day, representatives of MoFo, on behalf of the Buyer, signed off on drafts of the equity commitment letter, the limited guarantee and the rollover and support agreement. Representatives of Davis Polk also held calls and exchanged comments via emails with representatives of MoFo throughout the day to finalize the drafts of the merger agreement, the amendments to the Company Rights Agreement and the disclosure letter to the merger agreement.

At around noon, representatives of Davis Polk and Deutsche Bank received and forwarded to the Special Committee another email letter from Party A on behalf of the Party A Consortium, stating that they had made a deposit into an escrow account established by the Management Consortium’s holding company, and indicating that the Party A Consortium was willing to offer US$28.00 per Share in cash to acquire the Company.

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At 2:30 p.m., in accordance with the direction of the Special Committee, representatives of Davis Polk, Deutsche Bank, Party A and its legal advisor had a call to discuss the Party A Consortium’s proposal. Representatives of Party A described their previous participation in the Management Consortium and indicated their continued interest in acquiring the Company. Representatives of Deutsche Bank emphasized the Special Committee’s request for Party A to provide clarity as to the composition and identities and financial substance of its consortium members and proof of funding sources promptly in light of the transaction timeline.

At 4:00 p.m., the Special Committee held a meeting, at which representatives of Davis Polk, Mourant and Deutsche Bank were present, to consider the proposed transaction with the Buyer and the email letter from Party A. At the meeting, Davis Polk and Deutsche Bank provided to the Special Committee a brief update on the latest negotiations with the Buyer, including the updated information received on its financing. It was noted that the negotiations with the Buyer and the draft transaction documents were at near-final stage with no major commercial issues outstanding. The directors and the advisors discussed the email letters from Party A. The directors noted that Party A had not yet provided certain material information regarding its proposal, including clarity as to the composition and identities and financial substance of the consortium members, proof of funding sources, the fact that their funding appeared to require outbound direct investment approval, and that the deposit made into the Management Consortium’s account was only a small portion of the total funding required for the transaction. Further, the Special Committee had no negotiations with Party A on the draft transaction documents. The directors noted that the substantial progress the Special Committee had made with the Buyer on the material terms of the transaction and determined that it would not be in the best interests of the Company and its shareholders to delay and potentially jeopardize a potential transaction with the Buyer in view of the uncertainty of Party A’s proposal, particularly taking into account how long the Special Committee and its advisors had been engaging with the Management Consortium (which Party A purported to now lead) and had yet to reach agreement on material terms. After discussions, members of the Special Committee decided that it should continue to proceed with the proposed transaction with the Buyer. Representatives of Davis Polk summarized the key terms of the merger agreement and the other transaction documents as agreed with the Buyer, including (a) the merger structure, (b) the shareholder approval requirement, (c) the treatment of the outstanding options and restricted share awards, (d) the “go shop/non-solicitation” and “fiduciary out” provisions, (e) the D&O indemnification and insurance, (f) the closing conditions under the merger agreement, (g) the circumstances under which the parties would have the right to terminate the merger agreement and the associated termination fees and expenses payable upon termination, (h) the limited guarantee, (i) the available funds and financing, (j) the rollover and support agreement and (k) certain amendments to the Company Rights Agreement. Thereafter, Deutsche Bank reviewed its financial analysis of the Per Share Merger Consideration with the Special Committee and rendered an oral opinion, which was confirmed by delivery of a written opinion dated December 11, 2023 after the meeting, to the Special Committee to the effect that as of that date and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications described in its written opinion, the Per Share Merger Consideration to be received by holders of Shares (excluding Parent and its affiliates) was fair, from a financial point of view, to such holders, without regard to individual circumstances of specific holders or the securities of the Company held by such holders, or as to relative fairness. After full discussion and careful consideration, including the factors noted under “The Merger—Reasons for the Merger and Recommendation of the Special Committee and the Board, beginning on page 56, the Special Committee unanimously (a) determined that the merger agreement and the other transaction documents and the transactions contemplated thereby are advisable and in the best interests of, the Company and the unaffiliated shareholders as a whole and (b) resolved to recommend that the Board approve the merger agreement and the other transaction documents and the consummation of the merger and the other transactions contemplated thereby. After the approval of the Special Committee, the audit committee of the Board held a meeting and approved the merger agreement, the other transaction documents and the transactions contemplated thereby.

Following the Special Committee meeting and the audit committee meeting, the Board held a meeting, at which representatives of Davis Polk, Mourant and Deutsche Bank were present, to consider the merger agreement and the other transaction documents as negotiated between the Special Committee and the Buyer. At

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the meeting, the Special Committee’s advisors provided a summary of the material terms of the proposed transaction with the Buyer. The Special Committee also reported to the Board its unanimous determination and recommendation for the proposed transaction. After considering all relevant factors, including the unanimous determination and recommendation of the Special Committee, the Board, among others, unanimously (a) determined that the merger agreement and the other transaction documents and the transactions contemplated thereby are advisable and in the best interests of, the Company and the unaffiliated shareholders as a whole, and (b) directed that the authorization and approval of the merger agreement and the other transaction documents and the transactions contemplated thereby be submitted to a vote at special meeting of the shareholders with the recommendation “for” the merger agreement, the other transaction documents and the transactions contemplated thereby, including the merger and the appointment of three independent director nominees by the Buyer.

After the Board meeting, the Merger Agreement and the other transaction documents, including the Support Agreement, the Equity Commitment Letters, the Limited Guarantee and the amendments to the Company Rights Agreement, were executed.

Later in the evening of December 11, 2023, the Company issued a press release announcing the Merger Agreement.

Go-Shop

In the evening of December 11, 2023, the Party A Consortium, through its legal advisor, sent a letter to the Special Committee, reaffirming its interest in acquiring the Company for US$28.00 per Share in cash.

On December 12, 2023, representatives of Davis Polk and Deutsche Bank discussed the go-shop process, and Deutsche Bank started to prepare for the Special Committee’s approval a list of potential bidders for outreach.

On December 13, 2023, the Special Committee approved the list of potential bidders to be contacted by Deutsche Bank to solicit interest in acquiring the Company during the go-shop period, which included seven potential bidders that previously had expressed interest in acquiring the Company, including the Party A Consortium, the Management Consortium and the Recco Consortium.

On December 14, 2023, as authorized by the Special Committee, representatives of Deutsche Bank sent emails on behalf of the Special Committee to each of the potential bidders on the approved list to confirm whether they were interested in acquiring the Company with a Superior Proposal, noting that each potential bidder should refer to the Merger Agreement for the requirements of a Superior Proposal and, if still interested in pursuing the Company, execute the Company’s standard form of confidentiality agreement attached to the email and submit the complete requirements for any due diligence.

On December 16, 2023, Party B, which was not on the outreach list previously approved by the Special Committee, sent an email to Deutsche Bank, indicating that Party B was interested in exploring a potential acquisition of the Company. Representatives of Deutsche Bank informed the Special Committee of Party B’s email and the Special Committee authorized Deutsche Bank to engage with Party B in the go-shop process. Party B was thereafter provided with the Company’s standard form of confidentiality agreement.

On December 17, 2023, Party B circulated a revised draft of the confidentiality agreement through representatives of Deutsche Bank, and representatives of Davis Polk provided a further revised draft of the confidentiality agreement on the next day. On December 19, 2023, Party B and the Company entered into the confidentiality agreement.

On December 18, 2023, the Party A Consortium sent an email to representatives of Deutsche Bank reaffirming their non-binding proposal to acquire the Company for US$28.00 per Share, and representatives of

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Davis Polk reported the Party A Consortium’s reaffirmed non-binding proposal to the Special Committee on the same day. Also on this day, representatives of the Party A Consortium’s legal advisor sent a revised draft of the confidentiality agreement to representatives of Davis Polk, and representatives of Davis Polk provided a further revised draft of the confidentiality agreement on the same day.

On December 19, 2023, in accordance with the direction of the Special Committee, representatives of Davis Polk had a call with the Party A Consortium’s legal advisor to discuss the Party A Consortium’s comments on the confidentiality agreement and representatives of Deutsche Bank followed up with the Party A Consortium regarding their financing proof and suggested a call to clarify the Party A Consortium’s financing structure and financing certainty and to discuss their comments on the confidentiality agreement.

Also on December 19, 2023, Party B was granted access to the Company’s virtual data room containing due diligence materials managed and maintained by the Company for the go-shop process (the “VDR”).

On December 20, 2023, representatives of Davis Polk, Deutsche Bank, the Party A Consortium and its legal advisor had a call to discuss, among other things, the financing structure of the Party A Consortium. During the call, in accordance with the direction of the Special Committee, representatives of Deutsche Bank requested that the Party A Consortium provide information to demonstrate their financing sources and certainty and other relevant information for the Special Committee’s evaluation of whether their acquisition proposal constituted or would reasonably be expected to result in a Superior Proposal under the Merger Agreement. Representatives of the Party A Consortium indicated that they would prepare and submit the requested documents after the call.

On December 22, 2023, the legal advisor to a consortium consisting of three investors (collectively, the “Party C Consortium”) sent to representatives of Davis Polk a non-binding proposal letter from the Party C Consortium to acquire the Company for US$30.00 per Share, together with a markup of the Merger Agreement attached thereto. Shortly thereafter, representatives of Davis Polk reported to the Special Committee the Party C Consortium’s non-binding proposal with a summary of the key changes reflected in their Merger Agreement markup. The Party C Consortium generally accepted the Company’s positions in the Merger Agreement, except for certain proposed changes to reflect the Party C Consortium’s proposed financing structure consisting of 100% offshore equity financing.

On December 23, 2023, representatives of Davis Polk, Deutsche Bank and the legal advisor to the Party C Consortium had a call to discuss the non-binding proposal of the Party C Consortium. During the call, representatives of Deutsche Bank and Davis Polk inquired about the identity of the equity financing sources for the Party C Consortium, as the members of the Party C Consortium were all newly-formed companies that did not appear to have operations or financial substance, and requested that the Party C Consortium provided information to demonstrate their financing sources and certainty and other relevant information for the Special Committee’s evaluation of whether their acquisition proposal constituted or would reasonably be expected to result in a Superior Proposal under the Merger Agreement. The legal advisor to the Party C Consortium indicated that they would seek their clients’ instruction before disclosing the requested information. Representatives of Davis Polk also asked certain clarifying questions regarding the potential regulatory approvals that would be required. The legal advisor to the Party C Consortium indicated that they would work with the Party C Consortium to provide the requested information.

During the early morning of December 25, 2023, a representative of Dazheng submitted a non-binding proposal letter to the Board to acquire the Company for US$29.00 per Share, on behalf of a consortium (the “Dazheng Consortium”) led by Dazheng Group Acquisition Limited (the “Dazheng SPV”) and consisting of additional members including TFI and GA Technologies Limited (“GA Technologies”), together with a markup of the Merger Agreement and a further revised draft of the confidentiality agreement based on the draft confidentiality agreement for the Recco Consortium circulated by representatives of S&C and signed off by representatives of Davis Polk on December 8, 2023. Shortly thereafter, the Dazheng Consortium also issued a press release to announce its non-binding proposal. During the morning of the same day, in accordance with the

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direction of the Special Committee, representatives of Deutsche Bank contacted the Dazheng Consortium regarding their non-binding proposal and requested to have a call with representatives of the Dazheng Consortium, its financial advisor UBS and its U.S. legal advisor S&C to further discuss their non-binding proposal. Representatives of Dazheng Consortium and its advisors proposed to have the call at the night of December 25, 2023. Prior to the scheduled call, representatives of Davis Polk circulated a draft confidentiality agreement to the Dazheng Consortium and its advisors, noting that in light of the Company’s obligations under the Merger Agreement that any confidentiality agreement to be entered into by the Company with a Solicited Person during the go-shop period shall contain terms that are no less favorable to the Company than the Confidentiality Agreement, the Dazheng Consortium was requested to review and execute the draft confidentiality agreement prepared by Davis Polk based on the Confidentiality Agreement. In such email, representatives of Davis Polk also requested that the Dazheng Consortium provide its due diligence request list, given that the expected due diligence scope may also impact the terms of the confidentiality agreement.

Also during the early morning of December 25, 2023 and shortly after the email from Dazheng to the Board, Party A sent to representatives of Davis Polk and Deutsche Bank an email addressed to the Special Committee, Deutsche Bank and Davis Polk, indicating that, despite the prior non-binding proposal to acquire the Company for US$28.00 per Share from the Party A Consortium, Party A had determined to join the Dazheng Consortium through GA Technologies to submit a non-binding proposal to acquire the Company for US$29.00 per Share.

Later that night, in accordance with the direction of the Special Committee, representatives of Davis Polk and Deutsche Bank had a call with the Dazheng Consortium and its advisors, S&C and UBS, to discuss Dazheng Consortium’s non-binding proposal. During the call, representatives of Deutsche Bank requested that the Dazheng Consortium provide information to demonstrate their financing sources and certainty and other relevant information for the Special Committee’s evaluation of whether their acquisition proposal constituted or would reasonably be expected to result in a Superior Proposal under the Merger Agreement. With respect to the Dazheng Consortium’s request to conduct a due diligence review on the Company’s non-public information, it was noted that a confidentiality agreement satisfying the requirements of the merger agreement would be required. Representatives of Davis Polk further asked several clarifying questions regarding the potential regulatory approvals that would be required. The Dazheng Consortium and its advisors indicated that they would prepare the requested information. After the call, during the night of December 25, 2023 and the morning of December 26, 2023, Davis Polk and S&C exchanged drafts of the confidentiality agreement. Two members of the Dazheng Consortium, the Dazheng SPV and GA Technologies, executed the confidentiality agreement with the Company on December 26, 2023. Shortly thereafter, such two members of the Dazheng Consortium and their advisors were granted access to the VDR. Another member of the Dazheng Consortium, TFI, has not executed the confidentiality agreement as of the date of this Proxy Statement.

On December 26, 2023, the Party C Consortium, through its legal advisor, sent to representatives of Davis Polk a proposal to acquire the Company for US$30.00 per Share, together with a slightly revised markup of the Merger Agreement attached thereto. Representatives of Davis Polk reported the proposal to the Special Committee shortly.

During the night of December 26, 2023, the Special Committee held a meeting, at which representatives of Davis Polk, Mourant, Deutsche Bank and Brunswick were present, to discuss the proposals received during the go-shop period. At such meeting, Deutsche Bank discussed with the Special Committee about the material financial terms of each of the proposals received from the Party A Consortium, the Dazheng Consortium and the Party C Consortium, as well as the interest to submit a non-binding proposal from Party B. Deutsche Bank also noted for the Special Committee that Party A ultimately determined to join the Dazheng Consortium and that Party B had not submitted a non-binding proposal after it was granted access to the VDR, as a result of which the US$29.00 per Share non-binding proposal from the Dazheng Consortium and the US$30.00 per Share proposal from the Party C Consortium were the two remaining proposals to be considered and evaluated by the Special Committee, but neither the Dazheng Consortium nor the Party C Consortium had yet submitted the requested information to demonstrate their financing sources and certainty. Representatives of Davis Polk provided the

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Special Committee with a brief summary of the material terms of the Merger Agreement markup by each of the Dazheng Consortium and the Party C Consortium, noting that neither markup raised material issues as compared to the Merger Agreement. The Special Committee asked clarifying questions and discussed with its advisors each of the proposals received by the Company during the go-shop period, including the information, if any, that had been provided by each of the Party C Consortium and the Dazheng Consortium as to their financing sources and certainty. After discussions and consideration of the relevant factors, including but not limited to, insufficient information as to the financing sources and certainty of the respective consortiums (including on the actual decision makers, beneficial shareholders and funders behind the respective consortiums), and in connection therewith, the uncertainty relating to the required regulatory approvals to consummate the proposed acquisitions, the Special Committee unanimously concluded that, based on the information then received, it determined that none of the proposals received during the go-shop period constituted or would be reasonably likely to result in a Superior Proposal.

During the late night of December 26, 2023, representatives of S&C circulated to representatives of Davis Polk the Dazheng Consortium’s draft debt commitment letter and equity commitment letter. The draft equity commitment letter was contemplated to be signed by the Dazheng SPV, which appeared to be a shell company. None of the requested information as to the financial substance of the funding sources were provided. Representatives of Deutsche Bank updated to the Special Committee as to the foregoing, and the Special Committee’s determination at the earlier meeting on that day remained unchanged.

The go-shop period expired at 11:59 p.m. Hong Kong time on December 26, 2023. The Company ceased VDR access to Party B and the Dazheng Consortium immediately thereafter.

On December 27, 2023, in accordance with the direction of the Special Committee, representatives of Deutsche Bank sent emails, on behalf of the Special Committee, to each of Party B, the Party C Consortium and the Dazheng Consortium indicating that, based on the information then received, the Special Committee had determined that none of their respective proposals (or interest to submit a proposal) to acquire the Company either constituted or would reasonably be expected to result in a Superior Proposal, and that in accordance with the Merger Agreement, the Special Committee would terminate all discussions and negotiations with each of Party B, the Party C Consortium and the Dazheng Consortium, their respective representatives and financing sources regarding their proposals (or interest to submit a proposal) to acquire the Company.

Also on December 27, 2023, the Company issued a press release announcing the end of the go-shop period and the Special Committee’s determination based on the information received until the Go-Shop Period End Date that, none of the acquisition proposals received during the go-shop period constituted or would reasonably be expected to result in a Superior Proposal.

Also on December 27, 2023, representatives of Deutsche Bank, acting on behalf of the Special Committee and in accordance with the requirement under the Merger Agreement, sent a summary of the material terms and conditions of the proposals submitted by the Party C Consortium and the Dazheng Consortium to representatives of the Buyer and MoFo.

Developments after the Go-Shop Period

On December 29, 2023, representatives of S&C sent an email to representatives of Davis Polk in relation to the proposal by the Dazheng Consortium, enclosing a draft equity commitment letter contemplated to be signed by a TFI entity and an executed equity commitment letter by an investor for a contemplated back-to-back equity commitment by such investor to the Dazheng SPV to support Dazheng SPV’s equity commitment to Merger Sub. The equity capital to be provided by such back-to-back investor would constitute more than a majority of the equity funding for the Dazheng Consortium, but it was not previously named as a member or funder of the Dazheng Consortium or disclosed as such to the Special Committee or in public disclosure made by the Dazheng Consortium. The email also included certain introductory materials for each of TFI and such back-to-back

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investor and on certain affiliates of such entities. Representatives of Davis Polk reported to the Special Committee regarding the email and the materials received from representatives of S&C.

On December 30, 2023, representatives of Davis Polk and Deutsche Bank had a call with representatives of S&C and UBS to clarify terms and conditions of the proposal by the Dazheng Consortium. On December 31, 2023, representatives of Deutsche Bank reported the call to the Special Committee, noting that there continued to be insufficient information as to the Dazheng Consortium’s financing sources and certainty, and in particular, insufficient information on the structure of the consortium and in connection therewith the financial substance of the entities that would provide equity commitment and the uncertainty relating to the required regulatory approvals to consummate the proposed acquisition. After careful consideration, the Special Committee remained of the view that the Dazheng Consortium’s proposal did not constitute and would not reasonably be expected to result in a Superior Proposal.

On December 29, 2023, representatives of MoFo sent a draft of the Equity Financing Waiver to representatives of Davis Polk, seeking consent from the Company pursuant to the Support Agreement for an update to the Buyer’s holding structure in connection with a proposed investment by the Sinopec Investor. Subsequent discussions between representatives of MoFo and Davis Polk ensued regarding the draft of the Equity Financing Waiver. Representatives of Davis Polk then requested a back-to-back equity commitment, in an amount equal to the investment to be contributed by the Sinopec Investor, to be delivered by the Rollover Securityholder to Parent. Later that day, representatives of MoFo and Davis Polk negotiated and agreed upon the Equity Financing Waiver and the Back-to-back Equity Commitment Letter. Subsequently, (a) the Rollover Securityholder entered into the Share Subscription Agreement with the Sinopec Investor, (b) the Company, Parent and the Rollover Securityholder entered into the Equity Financing Waiver, and (c) the Rollover Securityholder and Merger Sub entered into the Back-to-back Equity Commitment Letter.

On January 2, 2024, the Buyer filed a Schedule 13D amendment disclosing the Proposed Buyer Equity Structure Change and the execution of the Equity Financing Waiver and the Back-to-back Equity Commitment Letter.

Reasons for the Merger and Recommendation of the Special Committee and the Board

The Special Committee evaluated the Merger in consultation with the Special Committee’s legal and financial advisors. After careful consideration, at a meeting on December 11, 2023, the Special Committee unanimously (a) determined that the Merger Agreement, the Articles of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) recommended that the Board authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) recommended that the Board submit the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, to the shareholders of the Company for approval and authorization at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment.

At a meeting on December 11, 2023, the Board, acting upon the unanimous recommendation of the Special Committee, and after each director duly disclosed his or her interests in the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, as required by the memorandum and articles of associations of the Company and the BVI Act, (a) determined that the Merger Agreement, the Articles

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of Merger and the Plan of Merger, and the transactions contemplated by the Merger Agreement including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders as a whole (other than the holders of the Excluded Shares), and declared it advisable to enter into the Merger Agreement, the Articles of Merger and the Plan of Merger, and to consummate the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the Articles of Merger and the Plan of Merger and the consummation of the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following substantive factors and potential benefits of the Merger, which are not listed in any relative order of importance:

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In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Company’s shareholders and to permit the Special Committee and the Board to represent effectively the interests of such shareholders. These procedural safeguards include the following, which are not listed in any relative order of importance:

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The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

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The foregoing discussion of information and factors considered by the Special Committee and the Board is not intended to be exhaustive, but includes the material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, none of the members of the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee unanimously recommended that the Board authorize and approve, and the Board authorized and approved, the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, based upon the totality of the information presented to and considered by it.

In reaching its determination that the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, are in the best interests of the Company and its shareholders and its decision to authorize and approve, and recommend the authorization and approval by the shareholders of, the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, the Board, on behalf of the Company, considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under the caption “The Merger—Background of the Merger,” and adopted such recommendations and analysis. During its consideration of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, the Board was also aware that some of the Company’s directors and shareholders have interests with respect to the Merger that are, or may be, different from, and/or in addition to those of the Company’s shareholders unaffiliated with the Buyer generally, as described under the caption “The Merger—Interests of Certain Persons in the Merger” beginning on page 78.

For the foregoing reasons, each of the Special Committee and the Board believes that the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, are substantively and procedurally fair to, and in the best interests of, the Company and its shareholders.

Certain Financial Projections

Except for financial performance guidance disclosed in the Company’s earnings releases, the Company’s management does not, as a matter of course, make available to the public future financial projections. However, the Company’s management provided the prospective financial information set forth below for the fiscal year ended June 30, 2023 through the fiscal year ending June 30, 2028 (the “Company Projections”) to the Special Committee in its evaluation of the Merger, Deutsche Bank and the Special Committee’s financial advisor, for its use and reliance in connection with its financial analyses and opinion as more fully described below under “The Merger—Opinion of the Special Committee’s Financial Advisor.” The Company Projections, which had been prepared based on management’s projection of the Company’s future financial performance and management’s collective best estimates and judgments as of the date provided, were prepared by the Company’s management for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or U.S. generally accepted accounting principles (“U.S. GAAP”).

The projections included in the Company Projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, management took into account the Company’s historical performance, combined with estimates regarding revenues, adjusted EBIT, adjusted EBITDA, depreciation and amortization, capital expenditures and change in net working capital. Although the Company Projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by management that management believed were reasonable at the time the

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projections were prepared. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results. In addition, factors such as industry policies and performance, the competitive environment and price competition, the market for the Company’s services, economic, regulatory, market and financial conditions all of which are difficult to predict and beyond the control of management, may cause actual future results to differ materially from the results forecasted in these financial projections. The main assumptions underlying the Company Projections are (in no particular order):

The Company Projections do not take into account any circumstances or events occurring after the date on which they were prepared. For instance, the Company Projections do not give effect to completion of the Merger or any changes to the Company’s operations or strategy that may be implemented after the time the Company Projections were prepared. As a result, there can be no assurance that the projections will be realized, and actual results may be significantly different from those contained in the Company Projections.

Neither the Company’s independent registered public accounting firm, Union Power HK CPA Limited, nor any other independent accountants have examined, compiled or performed any procedures with respect to the Company Projections or any amounts derived therefrom or built thereupon and, accordingly, they have not expressed any opinion or given any form of assurance on the Company Projections or their achievability. The financial projections included in this Proxy Statement are included solely to give shareholders access to certain information that was made available to the Special Committee and its financial advisor and are not included for the purpose of influencing any shareholder to make any investment decision with respect to the Merger, including whether or not to vote in favor of approval of the Merger Agreement or whether or not to exercise dissenters’ rights pursuant to Section 179 of the BVI Act in respect of his, her or its Shares.

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The following table summarizes the Company Projections:

Note:

Adjusted EBITDA presented in the financial projections prepared by the management is a non-U.S. GAAP measure. For the purpose of supporting the financial analysis of the consideration to be paid in the Merger, and, in the case of adjusted EBITDA, the management believes that it is a useful financial indicator of the Company’s performance and facilitates more accurate comparison to the Company’s peers. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, other income and expense including bad debt allowance, VAT refunds, government subsidies, and other non-recurring items. Although management uses these measures to assess the performance of the Company’s business compared to that of others in the industry, the use of these non-U.S. GAAP measures is limited because it does not include interest, taxes, depreciation and amortization, other income and expense including bad debt allowance, VAT refunds, government subsidies, and other non-recurring items that may be material in amount and is necessary to operate the Company’s business. As such, these non-U.S. GAAP measures should not be relied upon as alternatives to results prepared and presented in accordance with U.S. GAAP. Such measures are not defined under U.S. GAAP and, accordingly, non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable measurements to results reported or forecasted by other companies.

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The financial projections and forecasts included in this Proxy Statement should not be considered in isolation or in lieu of the Company’s operating and other financial information determined in accordance with U.S. GAAP. See the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, incorporated by reference into this Proxy Statement.

The financial projections and forecasts included in this Proxy Statement are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Cautionary Note Regarding Forward-Looking Statements” beginning on page 117 and “Item 3. Key Information—D. Risk Factors” included in the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, incorporated by reference into this Proxy Statement.

For the foregoing reasons, as well as the bases and assumptions on which the financial projections and forecasts were compiled, the inclusion of specific portions of the financial projections and forecasts in this Proxy Statement should not be regarded as an indication that the Company, the Special Committee (or its financial advisor) or the Board considers such financial projections or forecasts to be predictive of actual future events, and the projections and forecasts should not be relied on as such an indication. No one has made or is making any representation to any shareholders of the Company regarding the information included in the financial projections and forecasts discussed above.

NONE OF THE COMPANY OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SHAREHOLDER OR OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE COMPANY PROJECTIONS OR THAT PROJECTED RESULTS WILL BE ACHIEVED.

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF ITS FINANCIAL PROJECTIONS AND FORECASTS INCLUDED IN THE COMPANY PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE INAPPROPRIATE OR CHANGE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAW.

Opinion of the Special Committee’s Financial Advisor

Deutsche Bank has acted as financial advisor to the Special Committee in connection with the Merger. At the December 11, 2023 meeting of the Special Committee, Deutsche Bank rendered its oral opinion to the Special Committee, confirmed by delivery of a written opinion dated December 11, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank’s opinion, the Per Share Merger Consideration was fair, from a financial point of view, to the holders of the Shares (other than Parent and its affiliates).

The full text of Deutsche Bank’s written opinion, dated December 11, 2023, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken in connection with the opinion, is attached as Annex E to this Proxy Statement and is incorporated herein by reference. The summary of Deutsche Bank’s opinion set forth in this document is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank’s opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and for the use and benefit of, the Special Committee in connection with and for the purpose of its evaluation of the Merger. Deutsche Bank’s opinion was limited to the fairness of the Per Share

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Merger Consideration, from a financial point of view, to the holders of the Shares (excluding Parent and its affiliates) as of the date of the opinion, without regard to individual circumstances of specific holders or the securities of the Company held by such holders, nor did Deutsche Bank’s opinion address relative fairness. The opinion did not address any other terms of the Merger or the Merger Agreement or related documents. The Special Committee did not ask Deutsche Bank to, and Deutsche Bank’s opinion did not, address the fairness of the Merger, or any consideration received in connection therewith, to the holders of any other class of securities, creditors or other constituencies of the Company, nor did it address the fairness of the contemplated benefits of the Merger. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of the officers, directors or employees of any party to the Merger, or any class of such persons, in connection with the Merger relative to the Per Share Merger Consideration to be received by the holders of the Shares. Deutsche Bank expressed no opinion as to the merits of the underlying decision by the Company to engage in the Merger or the relative merits of the Merger as compared to any alternative transactions or business strategies. Deutsche Bank further expressed no opinion, and Deutsche Bank’s opinion does not constitute a recommendation, as to how any holder of the Shares should vote or act with respect to the Merger.

In connection with its role as financial advisor to the Special Committee, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning the Company, and certain internal analyses, financial forecasts and other information relating to the Company prepared by management of the Company. Deutsche Bank also held discussions with certain senior officers of the Company regarding the businesses and prospects of the Company. In addition, Deutsche Bank:

Deutsche Bank did not assume responsibility for independent verification of, and did not independently verify, any information, whether publicly available or furnished to it, concerning the Company, including, without limitation, any financial information considered in connection with the rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche Bank, with the knowledge and permission of the Special Committee, assumed and relied upon the accuracy and completeness of all such information. Deutsche Bank did not conduct a physical inspection of any of the properties or assets, and did not prepare, obtain or review any independent evaluation or appraisal of any of the assets or liabilities (including any contingent, derivative or off-balance sheet assets or liabilities) of the Company, the Parent or any of their respective subsidiaries, nor did Deutsche Bank evaluate the solvency or fair value of the Company or Parent under any law relating to bankruptcy, insolvency or similar matters. With respect to the financial forecasts made available to Deutsche Bank and used in its analyses, Deutsche Bank assumed with the knowledge and permission of the Special Committee that such forecasts had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby. In rendering its opinion, Deutsche Bank expressed no view as to the reasonableness of such forecasts and projections or the assumptions on which they were based. Deutsche Bank’s opinion was necessarily based upon economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. Deutsche Bank expressly disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion of which it becomes aware after the date of its opinion.

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For purposes of rendering its opinion, Deutsche Bank assumed with knowledge and permission of the Special Committee that, in all respects material to its analysis, the Merger would be consummated in accordance with the terms of the Merger Agreement, without any waiver, modification or amendment of any term, condition or agreement that would be material to its analysis. Deutsche Bank also assumed with the knowledge and permission of the Special Committee that all material governmental, regulatory or other approvals and consents required in connection with the consummation of the Merger will be obtained and that in connection with obtaining any necessary governmental, regulatory or other approvals and consents, no restrictions, terms or conditions will be imposed that would be material to its analysis. Deutsche Bank is not a legal, regulatory, tax or accounting expert and relied on the assessments made by the Company and its other advisors with respect to such issues. Representatives of the Company informed Deutsche Bank, and Deutsche Bank further assumed with the knowledge and permission of the Special Committee, that the final terms of the Merger Agreement would not differ materially from the terms set forth in the draft it reviewed.

The Special Committee selected Deutsche Bank as its financial advisor in connection with the Merger based on, among other factors, Deutsche Bank’s qualifications, reputation and experience in mergers and acquisitions, and familiarity with the Company and its industry. The Company has agreed to pay Deutsche Bank for its services in connection with the Merger an aggregate fee of up to US$8,500,000, of which US$2,000,000 became payable upon delivery of its opinion (without regard to the conclusion reached therein), and the remainder is contingent upon consummation of the Merger. The Company also has agreed to reimburse Deutsche Bank for Deutsche Bank’s reasonable travel and other out-of-pocket expenses (including fees and disbursements of its legal counsel) arising out of its engagement, in each case on the terms set forth in its engagement letter. In addition, the Company has agreed to indemnify Deutsche Bank and its affiliates against certain liabilities, including certain liabilities arising out of its engagement.

Deutsche Bank is an internationally recognized investment banking firm experienced in providing advice in connection with mergers and acquisitions and related transactions. During the two-year period prior to the date of Deutsche Bank’s opinion, one or more members of the group companies of Deutsche Bank AG (including its affiliates, the “DB Group”) provided investment banking services to the Company or its affiliates but did not receive any compensation in relation to such services. The DB Group may provide investment and commercial banking services to Parent and the Company, or their respective affiliates, in the future, for which Deutsche Bank would expect the DB Group to receive compensation. In the ordinary course of business, members of the DB Group may actively trade in the securities and other instruments and obligations of Parent, the Company and their respective affiliates for their own accounts and for the accounts of their customers. Accordingly, the DB Group may at any time hold a long or short position in such securities, instruments and obligations.

Summary of Material Financial Analyses of Deutsche Bank

The following is a summary of the material financial analyses presented by Deutsche Bank to the Special Committee at its meeting held on December 11, 2023, and that were used in connection with rendering its opinion described above.

The following summary, however, does not purport to be a complete description of the financial analyses performed by Deutsche Bank, nor does the order in which the analyses are described below represent the relative importance or weight given to the analyses by Deutsche Bank. Some of the summaries of financial analyses below include information presented in tabular format. In order to fully understand the analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of Deutsche Bank’s analyses. Considering the data described below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 11, 2023, and is not necessarily indicative of current market conditions. Implied per share equity value reference ranges derived for the Company described below generally were rounded to the nearest US$0.25.

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In preparing its analyses, Deutsche Bank utilized calculations of, among other things, (a) enterprise values, calculated as equity value plus net debt, minority interest and minus investment in associates; (b) earnings before interest, taxes, depreciation and amortization, other income and expense including bad debt allowance, VAT refunds, government subsidies, and other non-recurring items (which we refer to as “adjusted EBITDA”); and (c) adjusted EBITDA minus depreciation and amortization, minus interest expense, plus interest income, minus tax expenses (which we refer to as “adjusted net income”).

Discounted Cash Flow Analysis

Deutsche Bank performed a discounted cash flow analysis of the Company using financial forecasts and data provided by the management of the Company to calculate the estimated present value of the standalone unlevered after-tax free cash flows that the Company was forecasted to generate during the period from June 30, 2023 through June 30, 2028. Deutsche Bank calculated terminal values for the Company by applying to the Company’s normalized estimated unlevered, after-tax free cash flows for the fiscal year ending June 30, 2028 a selected range of perpetuity growth rates of 1.0% to 3.0%. The cash flows and terminal values were then discounted to present values (as of December 31, 2023) using a selected range of discount rates of 10.25% to 11.25%.

This analysis indicated an implied per share equity value reference range for the Shares of approximately US$24.10 to US$28.60, as compared to the Per Share Merger Consideration of US$26.50.

Selected Public Companies Analysis

Deutsche Bank reviewed and compared certain financial and stock market information for the Company and the following five publicly-traded companies considered generally relevant for purposes of analysis (which we refer to collectively as the “selected companies”):

Although none of the selected companies is directly comparable to the Company, Deutsche Bank considered each of them generally relevant for the purposes of analysis, based on its professional judgment and experience as investment bankers, taking into account several factors, including, among other things, the Company’s operational capabilities and financial profile compared with those of the selected companies, the competitive landscape in which the Company and the selected companies operate and the Company’s product offerings and those of the selected companies. Accordingly, Deutsche Bank’s selected public companies analysis was not simply mathematical. Rather, it involved complex considerations and qualitative judgments, reflected in the opinion of Deutsche Bank, concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading or other values of such companies.

Based on closing stock prices on December 8, 2023, information contained in public filings, equity research analyst consensus estimates for the selected companies and management forecasts and estimates for the Company, Deutsche Bank reviewed the following financial metrics with respect to the selected companies:

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The observed overall high, low and median multiples of these financial metrics are summarized as follows:

Based on financial forecasts and other information provided by the management of the Company, Deutsche Bank calculated the following ranges of implied per share equity value reference ranges of the Shares, as compared to the Per Share Merger Consideration of US$26.50:

Additional Information

Deutsche Bank observed additional information that was not considered part of Deutsche Bank’s financial analysis with respect to its opinion, but which was noted as reference data for the Special Committee, including the following:

Historical Stock Trading. Deutsche Bank reviewed the closing prices of the Shares for the 52 weeks ended on August 23, 2023, the last trading day prior to Recco Consortium’s initial public announcement reaffirming its US$25.00 per Share proposal. Deutsche Bank observed that, during such period, the last 12-month volume weighted average trading price per Share was US$17.74. Deutsche Bank also observed the volume weighted average trading price of top 20 shareholders buy-in price, which was US$16.81 as of December 8, 2023.

Premiums Paid. Deutsche Bank reviewed, using publicly available information, the implied acquisition premia to the 30-day volume weighted average price for China ADR take private transactions announced since 2017 in which the target’s implied equity value was greater than US$500 million and all-cash transactions involving a U.S. public company for which the target’s implied equity value was greater than US$100 million announced since 2017, which indicated implied premia of 34.5% and 37.2% respectively. Applying a selected premia range of 30% to 40% to the 30-day volume weighted average trading price per Share of US$17.47 as of August 23, 2023 (the last trading date prior to Recco Consortium’s initial public announcement reaffirming its US$25.00 per Share proposal) indicated an implied per share equity value reference range for the Shares of approximately US$22.70 to US$24.45 per Share.

Miscellaneous

This summary is not a complete description of Deutsche Bank’s opinion or the underlying analyses and factors considered in connection with Deutsche Bank’s opinion. The preparation of a fairness opinion is a

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complex process involving the application of subjective business and financial judgment in determining the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Deutsche Bank believes that its analyses described above must be considered as a whole and that considering any portion of such analyses and of the factors considered without considering all analyses and factors could create a misleading view of the process underlying its opinion. Deutsche Bank further believes that selecting portions of the analyses or summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Deutsche Bank’s opinion. In arriving at its fairness determination, Deutsche Bank considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Rather, it made its fairness determination on the basis of its experience and professional judgment after considering the results of all of its analyses. No company in the analyses described above is identical to the Company.

In conducting its analyses and arriving at its opinion, Deutsche Bank utilized a variety of generally accepted valuation methods. The analyses were prepared solely for the purpose of enabling Deutsche Bank to provide its opinion to the Special Committee as to the fairness of the Per Share Merger Consideration, from a financial point of view, to the holders of the Shares (excluding Parent and its affiliates) as of the date of the opinion and do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold, which are inherently subject to uncertainty. As described above, in connection with its analyses, Deutsche Bank made, and was provided by the Company’s management with, numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Deutsche Bank or the Company. Analyses based on estimates or forecasts of future results are not necessarily indicative of actual, past or future values or results, which may be significantly more or less favorable than suggested by such analyses. Financial analyses are inherently subject to uncertainty, based upon numerous factors or events beyond the control of the Company or its advisors, and Deutsche Bank does not assume responsibility if future results or actual values are materially different from these forecasts or assumptions.

The terms of the Merger, including the Per Share Merger Consideration, were determined through negotiations between the Company and Parent and were approved by the Special Committee. Although Deutsche Bank assisted the Special Committee during the course of these negotiations, the decision to enter into the Merger Agreement was solely that of the Board of Directors and the Special Committee. Deutsche Bank did not recommend any specific consideration to the Company or the Special Committee, or that any specific amount or type of consideration constituted the only appropriate consideration for the Merger. As described above, the opinion of Deutsche Bank and its financial presentation to the Special Committee were among a number of factors taken into consideration by the Special Committee in evaluating the Merger.

Director Appointment

Pursuant to the Merger Agreement, the Company is required to include proposals to increase the size of the Board to create three additional director seats and nominate three individuals proposed by Parent who meet the “independent” requirement for directors under the applicable Nasdaq rules as independent directors to the Board at the extraordinary general meeting of shareholders of the Company. The nominees are Guanghua Miao, Ding Wei and Dennis Demiao Zhu, the biographical information of each of them is set forth in Annex H to this Proxy Statement. In addition, to facilitate the appointment of additional members to the Board, the Articles will need to be amended so that the size of the Board could be increased from five to eight.

Effect of Merger on the Company

Private Ownership

Shares are currently listed on Nasdaq under the symbol “HOLI.” It is expected that, following the consummation of the Merger, the Company, as the Surviving Company, will cease to be a publicly traded company and will instead become a private company beneficially owned by the Participants.

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Following the completion of the Merger, the Shares will no longer be listed on any securities exchange or quotation system, including Nasdaq, and price quotations with respect to sales of the Shares in the public market will no longer be available. In addition, registration of the Shares under the Exchange Act may be terminated upon the Company’s application to the SEC if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Shares. Ninety days after the filing of Form 15 in connection with the completion of the Merger or such shorter period as may be determined by the SEC, registration of the Shares under the Exchange Act will be terminated and the Company will no longer be required to file periodic reports with the SEC or otherwise be subject to the U.S. federal securities laws, including the Sarbanes-Oxley Act of 2002, applicable to public companies. As a result, the Company will no longer incur the costs and expenses of complying with such requirements. After the completion of the Merger, the Company’s shareholders will no longer enjoy the rights or protections that the U.S. federal securities laws provide, including reporting obligations for directors, officers and principal securities holders of the Company.

Upon completion of the Merger, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$26.50 per Share in cash, without interest and net of any applicable withholding taxes, in accordance with the terms and conditions set forth in the Merger Agreement, except for (a) the Excluded Shares issued and outstanding immediately prior to the Effective Time, which will be cancelled and cease to exist without any payment of consideration, (b) the Dissenting Shares, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act and (c) the Company Restricted Share Awards, which will be treated as described below. As a result, current shareholders of the Company, other than the Rollover Securityholder, will no longer have any equity interest in, or be shareholders of, the Company upon completion of the Merger. Therefore, the Company’s shareholders other than the Rollover Securityholder, will not have the opportunity to participate in the earnings and growth of the Company and they will not have the right to vote on corporate matters. Similarly, the Company’s current shareholders other than the Rollover Securityholder, will not be exposed to the risk of loss in relation to their investment in the Company.

At the Effective Time, (a) each Vested Company Option will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, an amount in cash equal to the product of (i) the excess, if any, of US$26.50 over the applicable per share exercise price of such Vested Company Option multiplied by (ii) the number of Shares underlying such Vested Company Option; and (b) each Unvested Company Option will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option.

At the Effective Time, (a) each Vested Company Restricted Share Award will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, US$26.50 in cash; and (b) each Unvested Company Restricted Share Award will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

For the maximum amount of cash payments to be received by our directors and executive officers in respect of their Shares, Vested Company Options and Vested Company Restricted Share Awards upon the completion of the Merger, see “—Treatment of Company Options and Company Restricted Share Awards, including Those Held by Officers and Directors” beginning on page 80.

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Memorandum and Articles of Association of the Surviving Company; Directors and Officers of the Surviving Company

If the Merger is completed, the Articles will be replaced in their entirety by the amended and restated memorandum and articles of association of Merger Sub, as in effect immediately prior to the effective time of the merger (except that, at the Effective Time, (a) all references to the name “Superior Technologies Mergersub Limited” shall be amended to “Hollysys Automation Technologies Ltd.”; (b) all references to the Shares shall be amended to refer to the correct authorized shares of the Surviving Company consistent with this Plan of Merger and the Articles of Merger, until thereafter amended in accordance with the applicable provisions of the BVI Act and such memorandum and articles of association; and (c) such memorandum and articles of association shall include such indemnification provisions as required by Section 6.10(b) of the Merger Agreement). In addition, the directors of Merger Sub immediately prior to the Effective Time will become the directors of the Surviving Company, and the officers of the Company immediately prior to the Effective Time will become the initial officers of the Surviving Company unless otherwise determined by Parent prior to the Effective Time.

Primary Benefits and Detriments of the Merger

The primary benefits of the Merger to the Company’s shareholders unaffiliated with the Buyer include, without limitation, the following:

The primary detriments of the Merger to the Company’s shareholders unaffiliated with the Buyer include, without limitation, the following:

Effects of the Merger on the Company’s Net Book Value and Net Earnings

After the closing of the Merger, the Buyer will have an indirect interest in the Company’s net book value and net earnings in proportion to such member’s ownership interest in the Surviving Company. The Company’s net earnings attributable to its shareholders for the fiscal year ended June 30, 2023 was approximately US$106.9 million and its net book value as of June 30, 2023 was approximately US$1,175.2 million.

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The table below sets forth the indirect beneficial interest in the Company’s net book value and net earnings for the Participants before and after the Merger, based on the historical net book value and net earnings of the Company as of and for the fiscal year ended June 30, 2023.

Alternatives to the Merger

The Board formed the Special Committee on September 29, 2023 to conduct a formal sale process and a review of various strategic options to maximize shareholder value. As part of the sale process, 14 parties indicated interest in acquiring the Company. Five potential buyers signed non-disclosure agreements with the Company to access further non-public information. The Company received several competing proposals to acquire all outstanding Shares and take the Company private. The Special Committee also engaged in extensive negotiations of definitive transaction documents with the Buyer and the Management Consortium. After the market check conducted by Deutsche Bank at the direction of the Special Committee during the sale process and comparing the proposal from the Buyer with the other proposals made available to the Company before the signing, taking into account of the Per Share Merger Consideration, financing package and credibility, deal certainty, progress in the definitive transaction documents, financial and legal terms proposed by bidders and other factors, taken as whole, the Special Committee determined that it is in the best interests of the Company and its shareholders to enter into the proposed sale of the Company to the Buyer. The Special Committee also took into account that (a) there is a 15-day go-shop period after execution of the Merger Agreement for the Company to initiate, solicit and encourage additional acquisition proposal and (b) prior to the receipt of shareholder approval, the Company can terminate the Merger Agreement in order to enter into an acquisition agreement with respect to a Superior Proposal or an Intervening Event, subject to the payment of a termination fee to the extent provided in the Merger Agreement. In this regard, the Special Committee recognized that it has flexibility under the Merger Agreement to respond to an alternative transaction proposed by a third party that is or is reasonably likely to result in a Superior Proposal, including the ability to provide information to and engage in discussions and negotiations with such party (and, if such proposal is a Superior Proposal, recommend such proposal to the Company’s shareholders).

In addition, the Special Committee also considered the alternative for the Company to remain as a public company. However, the Special Committee believed such options were not to be equally or more favorable in enhancing shareholder value, after considering factors such as the forecasts of future financial performance prepared by management, the significant premium implied by the Per Share Merger Consideration, the increased costs of regulatory compliance for public companies, the challenges to the Company’s efforts to increase shareholder value as an independent publicly-traded company, and the requirement, as an SEC-reporting company, to disclose a considerable amount of business information to the public which will limit the Company’s ability to compete in the market.

Effects on the Company if the Merger Is Not Completed

If the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, are not authorized and approved by the shareholders of the

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Company or if the Merger is not completed for any other reason, the shareholders of the Company will not receive any payment for their Shares pursuant to the Merger Agreement, nor will the holders of any Vested Company Options or Vested Company Restricted Share Awards receive any payment pursuant to the Merger Agreement. In addition, the Company will remain a publicly traded company, the Shares will continue to be listed and traded on Nasdaq (provided that the Company continues to meet Nasdaq’s listing requirements), and the Company will remain subject to SEC reporting obligations. Therefore, the Company’s shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of the Shares. Accordingly, if the Merger is not completed, we cannot assure you as to the effect of these risks and opportunities on the future value of the Shares, including the risk that the market price of the Shares may decline to the extent that the current market price reflects a market assumption that the Merger will be completed.

Under specified circumstances in which the Merger Agreement is terminated, the Company may be required to pay Parent a termination fee in an amount equal to US$33,000,000, or Parent may be required to pay the Company a termination fee in an amount equal to US$33,000,000, in each case, as described under the caption “The Merger Agreement, the Articles of Merger and Plan of Merger—Termination Fees” beginning on page 110.

If the Merger is not completed, the Board will, from time to time, evaluate and review, among other things, the business, operations, dividend policy and capitalization of the Company and make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance shareholder value. If the Merger Agreement is not approved by the shareholders or if the Merger is not completed for any other reason, we cannot assure you that any other transaction acceptable to the Company will be offered, or that the business, prospects or results of operations of the Company will not be adversely impacted.

Financing of the Merger

As of the date of this Proxy Statement, the Company and the Participants estimate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement, including the Merger, is approximately US$1.39 billion, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Participants did not consider the value of the Excluded Shares. This amount excludes the related costs and expenses in connection with the transactions contemplated by the Merger Agreement, including the Merger.

The Participants expect to provide this amount through a combination of sources, namely (a) the cash contributions contemplated by the Equity Commitment Letters, (b) the cash contribution contemplated by the Back-to-back Equity Commitment Letter, the source of which is the subscription price contemplated by the Share Subscription Agreement, and (c) the proceeds from the Term Loan Facility contemplated by the Commitment Letter.

As described in more detail below:

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Equity Commitment Letters

The amount of ACP III’s equity commitment under its Equity Commitment Letter is up to US$70,000,000 and the amount of Superior Fund’s equity commitment under its Equity Commitment Letter is up to US$275,000,000. Such funds are to be used by Merger Sub for the purpose of funding, to the extent necessary, such portion of the merger consideration and such other amounts required to be paid by Parent or Merger Sub pursuant to and in accordance with the Merger Agreement, together with related fees and expenses.

The funding of each Sponsor’s equity commitment under its Equity Commitment Letter is conditioned upon (a) the satisfaction in full or waiver, if permissible, of the conditions to Parent and Merger Sub’s obligations to complete the Merger under the Merger Agreement (other than any conditions that by their nature are to be satisfied at the closing of the Merger but subject to the prior or substantially concurrent satisfaction of such conditions), (b) either the substantially contemporaneous consummation of the closing of the Merger or the Company obtaining, in accordance with the Merger Agreement, a final and non-appealable order requiring Parent or Merger Sub to cause the equity financing under the Equity Commitment Letters to be funded and to effect the closing of the Merger, (c) the debt financing described below and/or any alternative financing (if applicable) having been funded or will be funded at the closing of the Merger in accordance with the terms thereof if the equity financing is funded at the closing of the Merger, and (d) the substantially contemporaneous funding to Merger Sub of the contributions contemplated by the other Equity Commitment Letter.

The obligation of each of the Sponsors to fund the equity commitment under its respective Equity Commitment Letter will terminate automatically and immediately upon the earliest to occur of (a) the valid termination of the Merger Agreement in accordance with its terms, (b) the closing of the Merger, at which time such obligation will be discharged but subject to the performance of such obligation, (c) the Company or any of its controlled affiliates directly or indirectly taking affirmative steps to pursue remedies (including asserting a claim or initiate a proceeding) against ACP III as the Guarantor (as defined below) under the Limited Guarantee, and (d) the Company or any of its controlled affiliates directly or indirectly (i) asserting a claim or initiating a proceeding against Merger Sub, such Sponsor, any Non-Recourse Party (as defined in the Limited Guarantee) in connection with or relating to such Equity Commitment Letter, the Merger Agreement or any of the transactions contemplated under the Merger Agreement (other than a claim seeking an order of specific performance of such Sponsor’s obligation to fund its equity commitment, or a claim seeking an order of specific performance or other equitable relief pursuant to the Merger Agreement or the other Sponsor’s Equity Commitment Letter) or (ii) asserting that the relevant cap on such Sponsor’s aggregate liabilities under its Equity Commitment Letter or the relevant cap of the other Sponsor in its Equity Commitment Letter on its liabilities is illegal, invalid or unenforceable in whole or in part.

The Company is an express third-party beneficiary of each of the Equity Commitment Letters to the extent of its right to seek specific performance of each of the equity commitments under the circumstances in which the Company would be permitted by the Merger Agreement to obtain specific performance requiring Merger Sub to enforce the equity commitments. Each of the Sponsors may assign or delegate all or a portion of its obligations to fund its equity commitment to any of such Sponsor’s affiliates or any affiliated investment fund or investment vehicle sponsored, advised or managed by the general partner or the investment manager of such Sponsor or any of such Sponsor’s affiliates thereof (including any affiliated investment fund or investment vehicle to be set up after the date hereof that is sponsored, advised or managed by such Sponsor or any of its affiliates as of such assignment), so long as such Sponsor remains liable for the obligations under its Equity Commitment Letter.

Back-to-back Equity Commitment Letter

Pursuant to the Back-to-back Equity Commitment Letter, the Rollover Securityholder has committed to provide Parent, at or prior to the Effective Time, with an aggregate equity contribution up to US$40,000,000.

Pursuant to the Share Subscription Agreement, the Sinopec Investor has agreed to subscribe for, and Rollover Securityholder has agreed to issue to the Investor, for an aggregate subscription price of US$40,000,000

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(the “Subscription Price”), a number of shares, par value US$ 0.01 per share, of Rollover Securityholder (the “Rollover Securityholder Shares”) equal to the result of (a) 10,000, multiplied by (b) the result of US$40,000,000 divided by the Buyer Group Entry Price (as defined below) (such transaction, the “Subscription”).

The Share Subscription Agreement defines “Buyer Group Entry Price” as the following:

The Subscription Price will be used by Rollover Securityholder for the purpose of the Merger. Rollover Securityholder’s obligation to close the Subscription is conditioned upon the Sinopec Investor having obtained all the regulatory approvals required by regulatory authorities of the PRC in connection with the Subscription. Sinopec Investor’s obligation to close the Subscription is conditioned upon the closing conditions in the Merger Agreement (except for the closing conditions related to Parent’s funding obligations) being satisfied or waived and the Second Amended and Restated Memorandum and Articles of Association of Rollover Securityholder (the “Rollover Securityholder Restated Articles”) having been duly adopted. The parties’ obligations to close the Subscription are otherwise subject to customary closing conditions.

Pursuant to the Share Subscription Agreement, the Sinopec Investor is subject to certain transfer restrictions with respect to the Rollover Securityholder Shares.

The Share Subscription Agreement will terminate automatically upon valid termination of the Merger Agreement in accordance with its terms. Additionally, pursuant to the Share Subscription Agreement, if for any reason the closing of the Subscription has taken place and (a) the Merger has not been completed in accordance with the Merger Agreement within twenty (20) days after the closing of the Subscription, or (b) the Merger Agreement has been validly terminated in accordance with its terms, Rollover Securityholder must repurchase the Rollover Securityholder Shares from the Sinopec Investor for the Subscription Price.

In connection with the execution of the Share Subscription Agreement, (a) Rollover Securityholder transferred 100% of the equity interests in Parent to SPV 2 in exchange for ordinary shares, par value US$0.01 per share, of SPV 2, and (b) Superior Fund acquired a nominal interest in Rollover Securityholder.

Once the Rollover Securityholder Restated Articles are adopted, holders of Rollover Securityholder Shares (including ACP III, Superior Fund and the Sinopec Investor) will have a number of rights and be subject to certain restrictions. Unless otherwise indicated in the summary below, the rights and restrictions described below will apply in the same manner to ACP III, Superior Fund and the Sinopec Investor. Pursuant to the Rollover Securityholder Restated Articles, holders of Rollover Securityholder Shares will have the following rights and be subject to the following restrictions, amongst other rights and restrictions:

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Debt Financing

Under the terms and conditions of the Debt Commitment Letter, the Lender has committed to provide a term loan facility of up to US$1,055,000,000 to Merger Sub, subject to certain customary conditions, for the purpose of financing payment of the aggregate amount of the consideration paid and payable by the Participants in connection with the Merger and fees, expenses and taxes incurred by the Participants in connection therewith.

Terms of the Term Loan Facility

Available Cash

Pursuant to the Merger Agreement, immediately prior to the closing of the Merger, the aggregate amount of available cash of the Company and its subsidiaries on a consolidated basis (net of issued but uncleared checks, in each case available free of any lien immediately prior to or as of the closing of the Merger) shall be equal to or exceed RMB4,700,000,000, which includes the amount required to be deposited with the Lender. At or prior to

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the closing of the Merger, not less than US$500,000,000 must be deposited into accounts satisfactory to the Lender, maintained or opened by certain subsidiaries of the Company and any additional subsidiary of the Company as agreed between Merger Sub and the Lender. In connection with the closing of the Merger, prior to the Effective Time, the Parent will deposit, or cause to be deposited, with the paying agent an amount sufficient to provide all funds necessary to pay the aggregate Per Share Merger Consideration.

Limited Guarantee

Concurrently with the execution and delivery of the Merger Agreement, the Guarantor executed and delivered the Limited Guarantee in favor of the Company. The Limited Guarantee guaranties, among other things, the payment of the termination fee under the Merger Agreement payable by Parent and certain costs and expenses, as set forth in the Merger Agreement and the Limited Guarantee, subject to the conditions set forth in the Limited Guarantee.

Support Agreement

Concurrently with the execution of the Merger Agreement, Parent and the Rollover Securityholder entered into the Support Agreement pursuant to which, subject to the terms and conditions of the Support Agreement, the Rollover Securityholder has agreed (a) to vote the Rollover Securities in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance of the transactions contemplated by the Merger Agreement and (b) to contribute to Parent immediately prior to the Effective Time all the Rollover Securities in exchange for newly issued ordinary shares of Parent. Pursuant to the Support Agreement, the Rollover Securityholder also irrevocably appointed Parent as its proxy and attorney-in-fact to vote the Rollover Securities at the extraordinary general meeting. Additionally, pursuant to certain transfer restrictions under the Support Agreement, the Rollover Securityholder is restricted from disposing, transferring or contracting to transfer any Shares and other equity securities convertible or exchangeable into or exercisable for voting shares of the Company (“Rollover Transfer Restrictions”).

In connection with the execution of the Share Subscription Agreement and the related transactions, the Rollover Securityholder, Parent and the Company entered into a waiver, dated December 29, 2023 (the “Equity Financing Waiver”) related to the Rollover Transfer Restrictions. Pursuant to the Equity Financing Waiver, Parent and the Issuer acknowledged that the execution of the Share Subscription Agreement, the issuance of a nominal amount of Rollover Securityholder Shares to Superior Fund and the issuance of Rollover Securityholder Shares to the Sinopec Investor immediately prior to the closing of the Merger are not breaches of the Rollover Transfer Restrictions, and Parent and the Company consented to such transactions.

Remedies and Limitation on Liability

Parent’s rights (a) to receive the termination fee from the Company in accordance with the Merger Agreement and (b) to seek specific performance in accordance with and subject to the paragraphs below, will be the sole and exclusive remedies against the Company related parties for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by the Merger Agreement to be consummated or for a breach of, or failure to perform under, the Merger Agreement or any certificate, other document or oral representation in connection therewith. In no event will the Company related parties be subject to monetary damages in excess of the amount of its termination fee payable to the Parent in the aggregate and reimbursement of certain expenses accrued in the event of failure to pay the applicable termination fee when due and other costs and expenses payable pursuant to the Merger Agreement. As used herein, Company related party means the Company and its subsidiaries, any of their respective former, current or future general or limited partners, shareholders, controlling persons, managers, members, directors, officers, employees, affiliates, representatives, agents or any such person of any of the foregoing.

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The Company’s rights (a) to receive the termination fee from Parent in accordance with the Merger Agreement, (b) under the Limited Guarantee, and (c) to seek specific performance in accordance with and subject to the paragraphs below, will be the sole and exclusive remedies against the Parent related parties for any loss or damage suffered as a result of the failure of the Merger and the other transactions contemplated by the Merger Agreement to be consummated or for a breach of, or failure to perform under, the Merger Agreement or any certificate, other document or oral representation in connection therewith. In no event will the Parent related parties be subject to monetary damages in excess of the amount of its termination fee payable to the Company in the aggregate and reimbursement of certain expenses accrued in the event of failure to pay the applicable termination fee when due and other costs and expenses payable pursuant to the Merger Agreement. As used herein, Parent related party means Parent, Merger Sub, the Guarantor, Skyline Automation Technologies L.P., any of their respective former, current or future general or limited partners, shareholders, controlling Persons, managers, members, directors, officers, employees, Affiliates, Representatives, agents or any such person of any of the foregoing.

The parties to the Merger Agreement are entitled to an injunction, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement, without any requirement for the posting of any bond or other security, in addition to any other remedy to which they are entitled at law or in equity. Specifically, the Company is entitled to obtain an injunction, specific performance or other equitable remedies to cause Parent and Merger Sub to cause the equity financing to be funded and to consummate the closing pursuant to the terms of the Merger Agreement, but only if: (a) all conditions to the obligations of Parent and Merger Sub to complete the Merger (other than those conditions that by their terms are to be satisfied at the closing) have been satisfied or waived, (b) Parent fails to complete the Merger by the date on which the closing of the Merger is required to have occurred pursuant to the terms of the Merger Agreement, (c) the debt financing has been funded in full or will be funded at the closing if the equity financing is funded at the closing, (d) the Company has irrevocably confirmed in writing that all conditions to the obligations of the Company has been satisfied or waived and if specific performance is granted and the equity financing and the debt financing are funded, then the Company is ready, willing and able to consummate the Merger.

While the parties may concurrently seek specific performance or other equitable relief and payment of the applicable termination fee, none of them will be permitted or entitled to receive both (a) a grant of specific performance (or other equitable relief) that results in the closing (and, in the case of the Company, to cause the equity financing to be funded at the closing of the Merger) and (b) payment of the applicable termination fee.

Interests of Certain Persons in the Merger

In considering the recommendation of the Special Committee and the Board with respect to the Merger, you should be aware that the Buyer has interests in the transaction that are different from, and/or in addition to, the interests of the Company’s shareholders generally. The Board and Special Committee were aware of such interests and considered them, among other matters, in reaching their decisions to authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, and recommend that the Company’s shareholders vote in favor of authorizing and approving the Merger Agreement, the Articles of Merger ,the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, the Director Appointment and the Amendment of the M&A.

Interests of the Participants

As the result of the Merger and at the Effective Time, Parent will own 100% of the equity interest in the Surviving Company immediately following the completion of the Merger. The ACP Persons and the Sinopec Investor will beneficially own approximately 92.8% and 7.2%, respectively, of Parent, assuming no exercise of dissenters’ rights by shareholders of the Company. The foregoing 7.2% is an approximate figure calculated with

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reference to the terms of the Share Subscription Agreement, which sets out the formula based on which such ownership percentage is determined. Please see “The Merger—Financing of the Merger—Back-to-back Equity Commitment Letter” beginning on page 74 for additional information.

Because of Parent’s equity interest in the Surviving Company, each Participant will indirectly enjoy the benefits from any future earnings and growth of the Company after the Merger which, if the Company is successfully managed, could exceed the value of their original investment in the Company, including the amount to be paid as Merger consideration to the shareholders of the Company. However, through Parent, the Participants will also bear the corresponding risks of any possible decreases in the future earnings, growth or value of the Company, and the Participants will have no certainty of any future opportunity to sell Parent’s interest in the Company at an attractive price (or at all), or that any dividends paid by the Company will be sufficient to recover their investment. The Merger may also provide additional means to enhance shareholder value for the Participants, including improved profitability due to the elimination of the expenses associated with public company reporting and compliance, increased flexibility and responsiveness of management to achieve growth and respond to competition without the restrictions of short-term earnings comparisons and additional means for making liquidity available to the Participants, such as through dividends or other distributions.

Interests of the Company’s Executive Officers and Directors in the Merger

In considering the recommendations of the Special Committee and the Board with respect to the Merger, the Company’s shareholders should be aware that certain of the Company’s directors and executive officers have interests in the transactions that are different from, and/or in addition to, the interests of the Company’s shareholders generally. These interests include, among others:

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters.

As of January 4, 2024, the Company’s directors and executive officers, as a group held an aggregate of 2,245,919 Shares, an aggregate of outstanding Vested Company Options to purchase 106,353 Shares and an aggregate of 454,290 outstanding Vested Company Restricted Share Awards.

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The following table shows, as of January 4, 2024, for each director and executive officer of the Company, (a) the number of Shares owned, (b) the cash payment that will be made in respect of the Shares at the Effective Time, (c) the number of Shares underlying the Vested Company Options, (d) the cash payment that will be made in respect of the outstanding Vested Company Options, (e) the number of Vested Company Restricted Share Awards and (f) the cash payment that will be made in respect of the outstanding Vested Company Restricted Share Awards (in all cases before applicable withholding taxes).

After the consummation of the Merger, the maximum amount of cash payments our directors and executive officers may receive in respect of their Shares, Vested Company Options and Vested Company Restricted Share Awards is approximately US$73.11 million, including approximately US$59.52 million in respect of Shares, approximately US$1.56 million in respect of Vested Company Options and approximately US$12.04 million in respect of Vested Company Restricted Share Awards.

Treatment of Company Options and Company Restricted Share Awards, including Those Held by Officers and Directors

At the Effective Time, (a) each Vested Company Option will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, an amount in cash equal to the product of (i) the excess, if any, of US$26.50 over the applicable per share exercise price of such Vested Company Option multiplied by (ii) the number of Shares underlying such Vested Company Option; and (b) each Unvested Company Option will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option.

At the Effective Time, (a) each Vested Company Restricted Share Award will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, US$26.50 in cash; and (b) each Unvested Company Restricted Share Award will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

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Directors’ and Officers’ Indemnification and Insurance

The parties to the Merger Agreement have agreed that:

The Special Committee

On September 29, 2023, the Board established the Special Committee to, among other things, conduct a formal sale process and a review of various strategic options to maximize shareholder value, including considering the preliminary non-binding buyout proposals received by the Company and taking any actions it deems appropriate to assess the fairness and viability of such proposals. The Special Committee consists of three independent directors, Dr. Kok Peng Teh, Dr. Jianyun Chai, and Ms. Khiaw Ngoh Tan. None of the three directors are affiliated with the Buyer, and none of the three directors has any financial interest in the Merger that is different from that of the Company’s shareholders unaffiliated with the Buyer, other than (a) their receipt of Board compensation in the ordinary course, (b) compensation of US$50,000 per month for the chairman of the Special Committee and US$30,000 per month per member for the other members of the Special Committee, in exchange for their services in such capacity, the payment of which is not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation of the Merger, (c) their indemnification and liability insurance rights under the Merger Agreement, and (d) their right to receive cash consideration with respect to the Vested Company Restricted Share Awards. The Board did not place any limitations on the authority of the Special Committee regarding its investigation and evaluation of the Merger.

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Position with the Surviving Company

It is anticipated that the executive officers of the Company will hold positions with the Surviving Company that are substantially similar to their current positions.

Related Party Transactions

The Company has adopted an audit committee charter that requires the audit committee to review on an ongoing basis and approve all related party transactions (as defined in the relevant NASDAQ requirements). For a description of related party transactions for the years ended June 30, 2022 and 2023, see “Item 7. Major Shareholders and Related Party Transactions” included in the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2023, which is incorporated by reference into this Proxy Statement. See “Where You Can Find More Information” beginning on page 119 for a description of how to obtain a copy of the Company’s Annual Report on Form 20-F.

Litigation Relating to the Merger

On December 6, 2023, a shareholder of the Company, Mr. Chen, initiated proceedings in the BVI courts (case number: BVIHCOM2023/0267), seeking, inter alia: (a) the Section 86 Application and (b) the Interim Injunction Application.

After the Company entered into the Merger Agreement on December 11, 2023, the legal representatives of Mr. Chen informed the Company on December 12, 2023 that he withdrew the Interim Injunction Application. At the hearing of the applications before the BVI courts on December 12, 2023, Mr. Chen’s legal representatives confirmed that Mr. Chen was no longer pursuing the Interim Injunction Application. Instead, Mr. Chen’s legal representative invited the Court to make an order for the Section 86 Application. The Court declined to decide on Mr. Chen’s Section 86 Application at the hearing and directed Mr. Chen to follow the process mandated by the BVI Civil Procedure Rules 2023. An affirmation has been filed on behalf of the Company on January 3, 2024, which set out the Company’s position with regard to the application. The Company opposes the Claimant’s Section 86 Application, as there is no longer the support of 30% or more of the Company’s shareholders to hold the requested special meeting.

No hearing is currently fixed for the consideration of the Section 86 Application.

Accounting Treatment of the Merger

The Merger is expected to be accounted for as a business combination by Parent in accordance with Accounting Standards Codification 805 “Business Combinations,” initially at the fair value of the Company as of the date of the closing of the Merger, which is the date of the acquisition.

Regulatory Matters

The Company does not believe that any material federal or state regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the federal securities laws, (b) the filing of the Articles of Merger and the Plan of Merger (and supporting documentation as specified in the BVI Act) with the Registrar of Corporate Affairs of the British Virgin Islands, (c) the completion of filing registration with or approval by the National Development and Reform Commission of the PRC (the “NDRC”), the Ministry of Commerce of the PRC and the State Administration of Foreign Exchange of the PRC or respective local branch of the foregoing with respect to the outbound direct investments by certain PRC investors of Parent in connection with the Merger (collectively, the “ODI Approval”), (d) the approval of national security review in the PRC (the “NSR Approval”), if the NDRC concludes after a pre-filing consultation process that the Merger is subject to its review under the Measures on Foreign Investment Security Review of the PRC, and (e) the submission of a report of the delisting to the China Securities Regulatory Commission within three business days after the completion of the delisting of the Company from the Nasdaq.

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The Buyer has informed the Company that the process for obtaining the ODI Approval has been initiated on January 2, 2024, and the ODI Approval is expected to be obtained within three months.

The Buyer has also informed the Company that the pre-filling consultation process in connection with the NSR Approval has been initiated on January 5, 2024 and, based on the advice from the PRC counsel of the Buyer, (a) the risk that the Merger will be subject to the NSR Approval is relatively low and (b) in the unlikely event that the Merger is determined to be subject to the NSR Approval, the risk that the Merger will not obtain clearance for the NSR Approval is low.

Dissenters’ Rights

At or from the Effective Time, all Dissenting Shares shall automatically be cancelled and each holder of Dissenting Shares shall cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights thereto (including any right to receive the Per Share Merger Consideration), subject to and except for such rights as are granted for the exercise of dissenters’ rights under Section 179 of the BVI Act.

Registered holders of the Shares who exercise dissenters’ rights will have the right to receive payment of the fair value of their Shares in accordance with Section 179 of the BVI Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 179 of the BVI Act for the exercise of dissenters’ rights, a copy of which is attached as Annex F to this Proxy Statement. The fair value of their Shares as determined under the of the BVI Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. These procedures are complex and you should consult your British Virgin Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the BVI Act, you will lose your dissenters’ rights (as described under the section entitled “Dissenters’ Rights” on page 112).

If any registered holder of the Shares who wishes to dissent fails to validly dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled, and the holder shall only be entitled to receive the Per Share Merger Consideration.

Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

U.S. Federal Income Tax Considerations

The following are certain material U.S. federal income tax consequences to a U.S. Holder described below of the exchange of our Shares for the Per Share Merger Consideration. This discussion applies to you only if you are a “U.S. Holder” (as defined below) that holds Shares as capital assets for U.S. federal income tax purposes, and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including alternative minimum tax or Medicare contribution tax consequences, and tax consequences applicable to U.S. Holders subject to special rules, such as:

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If an entity that is classified as a partnership for U.S. federal income tax purposes owns Shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partnership owning Shares or a partner therein, you should consult your tax adviser as to the particular U.S. federal income tax consequences to you and your partners of disposing of Shares.

This discussion does not apply to you if you hold Excluded Shares or Company Options.

This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the U.S.-PRC income tax treaty (the “Treaty”), all as of the date hereof and all of which are subject to change, possibly with retroactive effect. You should consult your tax adviser concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of Shares in your particular circumstances.

For purposes of this discussion, you are a “U.S. Holder” if for U.S. federal income tax purposes you are a beneficial owner of Shares and:

Passive Foreign Investment Company

In general, a non-U.S. corporation is a passive foreign investment company (a “PFIC”) for any taxable year in which (a) 75% or more of its gross income consists of passive income or (b) 50% or more of the value of its assets (generally determined on a quarterly average basis) consists of assets that produce, or are held for the production of, passive income. For purposes of these calculations, a non-U.S. corporation that owns, directly or indirectly, at least 25% (by value) of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, investment gains, and certain rents and royalties. Cash and cash equivalents are generally treated as passive assets. Goodwill generally is treated as an active asset to the extent associated with activities that generate active income.

As described in our Annual Reports on Form 20-F for the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, we believe that we may have been a PFIC for our taxable years ended June 30, 2023, June 30, 2022 and June 30, 2021. Because a determination of our PFIC status for our current taxable year can be made only after the end of the taxable year, we cannot currently express a view regarding our PFIC status for our current taxable year.

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If we are or were a PFIC for our current or any previous taxable year during which you owned our Shares, you generally will be subject to adverse tax consequences. Generally, any gain you recognize with respect to the receipt of the Per Share Merger Consideration will be allocated ratably over your holding period for the Shares. The amounts allocated to the current taxable year and to your holding period before our first taxable year in which we were a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest tax rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge will be imposed on the resulting tax liability. Furthermore, generally you will be required to file an IRS Form 8621 with respect to us with your federal income tax return for any taxable year for which we are or were a PFIC. You should consult your tax adviser regarding our potential status as a PFIC for our current and prior taxable years and the impact of the PFIC rules on an exchange of your Shares pursuant to the Merger Agreement.

Alternatively, if we are a PFIC for the current taxable year, the Shares are considered to be “regularly traded” at the time of their disposition and you previously made a valid and timely mark-to-market election with respect to your Shares for the first taxable year during your holding period in which we were a PFIC, you will generally recognize pursuant to your mark-to-market election income (taxable as ordinary income) or loss (treated as an ordinary loss to the extent of the net amount of income previously included by you as a result of your mark-to-market election, with any excess loss treated as a capital loss). The amount of gain or loss will depend on your adjusted tax basis in your Shares (as adjusted to reflect your prior mark-to-market income or loss inclusions). If you made a mark-to-market election with respect to the Shares you should consult your tax adviser regarding the determination as to whether our Shares are “regularly traded” and the tax consequences of your mark-to-market election in your particular circumstances.

Exchange of Shares for Cash

The exchange of our Shares for the Per Share Merger Consideration will be a taxable transaction for U.S. federal income tax purposes. You will recognize gain or loss on the disposition of Shares, equal to the difference between the amount of cash received and your tax basis in the Shares disposed of. If we are not a PFIC (and were not a PFIC for any prior taxable year in which you owned the Shares), as described above, any gain or loss recognized will generally be capital gain or loss, and will be long-term capital gain or loss if you have held the Shares for more than one year. The deductibility of capital losses is subject to limitations. However, as indicated above we may have been a PFIC for certain of our prior taxable years, and may be a PFIC for our current taxable year.

As described in “Material PRC Income Tax Consequences,” if we are deemed to be a “resident enterprise” under PRC tax law, gains from a sale of our Shares may be subject to PRC tax. Under the Code, capital gains of U.S. persons generally are treated as U.S.-source income. However, if you are eligible for the benefits of the Treaty, you may be able to elect to treat any such gain as foreign-source income and claim a foreign tax credit in respect of PRC taxes on disposition gains. Treasury regulations generally preclude you from claiming a foreign tax credit with respect to PRC income taxes on gains from dispositions of Shares unless you are eligible for Treaty benefits and elect to apply them. The U.S. Internal Revenue Service (the “IRS”) released a notice that provides relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). However, even if these Treasury regulations do not prohibit you from claiming a foreign tax credit with respect to PRC income taxes on disposition gains, other limitations under the foreign tax credit rules may preclude from claiming a foreign tax credit with respect to such taxes, if any. If you are precluded from claiming a foreign tax credit, it is possible that any PRC income taxes on disposition gains may either be deductible or reduce the amount realized on the disposition. The rules governing foreign tax credits and the deductibility of non-U.S. taxes are complex. You should consult your tax adviser regarding your eligibility for the benefits of the Treaty and the creditability or deductibility of any PRC tax on disposition gains in your particular circumstances, including the Treaty’s resourcing rules, any reporting requirements with respect to a Treaty-based return position and any applicable limitations.

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Information Reporting and Backup Withholding

Payments of the cash consideration for the Shares that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (a) you are a corporation or other exempt recipient or (b) in the case of backup withholding, you provide a correct taxpayer identification number and certify that you are not subject to backup withholding. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to you will generally be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is timely furnished to the IRS.

Material PRC Income Tax Consequences

Under the EIT Law, which took effect on January 1, 2008 and was amended on February 24, 2017 and December 29, 2018 respectively, enterprises established outside of the PRC whose “de facto management bodies” are located in the PRC are considered “resident enterprises” and thus will generally be subject to the enterprise income tax at the rate of 25% on their global income. The State Council adopted the Regulation on the Implementation of Enterprise Income Tax Law, effective as of January 1, 2008 and as amended on April 23, 2019, which defines the “de facto management body” as an establishment that has substantial management and control over the business, personnel, accounts and properties of an enterprise. The State Taxation Administration issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies on April 22, 2009 and amended it on December 29, 2017, which provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore incorporated enterprise is located in the PRC. Under the EIT Law and its implementation regulations, the PRC income tax at the rate of 10% is applicable to any gain recognized on receipt of consideration by a “non-resident enterprise” from transfer of its equity in a PRC resident enterprise, provided that the “non-resident enterprise” does not have a de facto management body in the PRC and also (a) does not have an establishment or place of business in the PRC or (b) has an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business, to the extent such gain is derived from sources within the PRC. Under the PRC Individual Income Tax Law, an individual who disposes a capital asset in the PRC is subject to PRC individual income tax at the rate of 20%. These rates may be reduced by an applicable income tax treaty. However. it is unclear whether in practice non-PRC holders of the Shares will be able to obtain the benefits of any applicable tax treaties if the Company is considered a resident enterprise for PRC tax purposes.

The Company does not believe it is a “resident enterprise” defined and regulated by the aforesaid regulations or that the gain recognized on the receipt of consideration for the Shares by non-PRC tax resident holders should otherwise be subject to PRC income tax. However, as there has not been a definitive determination of the Company’s status by the PRC tax authorities, the Company cannot confirm whether it would be considered a PRC resident enterprise under the EIT Law or whether the gain recognized on the receipt of consideration for Shares by non-PRC tax resident holders would otherwise be subject to PRC tax.

In addition, under the Bulletin on Certain Issues of Enterprise Income Tax on Indirect Transfer of Properties by Non-resident Enterprises (“Bulletin 7”) issued by the State Taxation Administration, which became effective on February 3, 2015, and the Bulletin on the Source of Deduction of Income Tax for Non-resident Enterprises (“Bulletin 37”) issued by the State Taxation Administration, which became effective on December 1, 2017, if a non-resident enterprise transfers PRC taxable assets indirectly by disposing of equity interests in an overseas holding company directly or indirectly holding such PRC taxable assets without any reasonable commercial purpose, the non-resident enterprise may be subject to a 10% PRC income tax on the gain from such equity transfer, unless (a) the non-resident enterprise derives income from the indirect transfer of PRC taxable assets by acquiring and selling shares of an overseas listed company which holds such PRC taxable assets on a public market or (b) where there is an indirect transfer of PRC taxable assets, but if the non-resident enterprise had directly held and disposed of such PRC taxable assets, the income from the transfer would have been exempted

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from PRC enterprise income tax under an applicable tax treaty or arrangement. According to Bulletin 7, where a non-resident enterprise indirectly holds and transfers equity of a PRC resident enterprise held through an offshore holding company, a list of factors set out by Bulletin 7 should be taken into consideration to assess whether the transfer arrangement would be deemed as having a reasonable commercial purpose. Where non-resident enterprises indirectly transfer PRC resident enterprises’ equity and avoid obligations to pay enterprise income tax through arrangement without a reasonable commercial purpose, PRC taxation authorities have the power to redefine and deem the transaction as a direct transfer of PRC resident enterprises’ equity and impose a 10% income tax on the gain from such offshore share transfer. Pursuant to Bulletin 37, where the party responsible to withhold such income tax did not or was unable to withhold, and non-resident enterprises receiving such income failed to declare and pay the taxes that should have been withheld to the relevant tax authority, both the transferor and the transferee may be subject to penalties under PRC tax laws. Bulletin 37 or Bulletin 7 may be determined by the PRC tax authorities to be applicable to the Merger where non-PRC resident enterprise shareholders were involved, if the Merger is determined by the PRC tax authorities to lack reasonable commercial purpose.

The Company does not believe that the Merger is without reasonable commercial purpose for purposes of Bulletin 37 and Bulletin 7, and, as a result, the Company will not withhold any PRC tax under Bulletin 7 and Bulletin 37 from the Merger consideration to be paid to holders of Shares. However, if PRC tax authorities were to invoke Bulletin 37 or Bulletin 7 and impose tax on the receipt of consideration for Shares, then any gain recognized on the receipt of consideration for such Shares pursuant to the Merger by the Company’s non-PRC-resident enterprise shareholders could be treated as PRC-sourced income and thus be subject to PRC income tax at a rate of 10% (subject to applicable treaty relief).

You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences.

Material British Virgin Islands Tax Consequences

There are no material tax consequences arising in the British Virgin Islands as a result of the proposed Merger.

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MARKET PRICE OF SHARES, DIVIDENDS AND OTHER MATTERS

Market Price of the Shares

The following table provides the high and low sales prices for the Shares on Nasdaq under the symbol “HOLI”, for each quarter during the past two years:

The Merger consideration of US$26.50 per Share represents an implied premium of 42% to the unaffected price of US$18.66 as of August 23, 2023, and a premium of 52% over the volume-weighted average price of the Shares during the 30 trading days through August 23, 2023. You are urged to obtain a current market price quotation for your Shares in connection with voting your Shares.

Dividend Policy

On August 11, 2016, the Board approved a regular cash dividend policy pursuant to which future cash dividends are expected to be paid to holders of the Shares on an annual basis out of funds legally available for such purpose. While cash dividends were paid annually from 2016 to 2022 (except for 2021), the declaration and payment of future dividends will be at the discretion of the Board, and will depend upon many factors, including but not limited to the Company’s financial conditions, available cash resources, earnings, and capital requirements of its businesses, legal requirements, regulatory constraints, industry practice, and other factors that the Board deems relevant. Accordingly, there can be no assurance that dividends in the future will be equal or similar in amount to the amounts already declared and paid in the past or that the Board will not decide to suspend or discontinue, altogether, the payment of cash dividends in the future.

As a BVI company, the Company may only declare and pay dividends if our directors are satisfied, on reasonable grounds, that immediately after the distribution (a) the value of its assets will exceed our liabilities and (b) it will be able to pay our debts as they fall due.

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THE EXTRAORDINARY GENERAL MEETING

We are furnishing this Proxy Statement to you, as a holder of the Shares, as part of the solicitation of proxies by the Board for use at the extraordinary general meeting described below.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will take place on February 8, 2024, at 10:00 a.m. (Hong Kong time). The meeting will be held at the offices of Davis Polk & Wardwell located at 10th Floor, The Hong Kong Club Building, 3A Chater Road, Hong Kong.

Proposals to be Considered at the Extraordinary General Meeting

At the meeting, you will be asked to consider and vote upon:

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If the Merger is completed, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$26.50 per Share in cash, without interest and net of any applicable withholding taxes, in accordance with the terms and conditions set forth in the Merger Agreement, except for (a) the Excluded Shares issued and outstanding immediately prior to the Effective Time, which will be cancelled and cease to exist without any payment of consideration (b) the Dissenting Shares, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act and (c) the Company Restricted Share Awards, which will be treated as described below.

At the Effective Time, (a) each Vested Company Option will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, an amount in cash equal to the product of (i) the excess, if any, of US$26.50 over the applicable per share exercise price of such Vested Company Option multiplied by (ii) the number of Shares underlying such Vested Company Option; and (b) each Unvested Company Option will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option.

At the Effective Time, (a) each Vested Company Restricted Share Award will be cancelled in exchange for the right to receive, from the Surviving Company or one of its subsidiaries as soon as practicable after the Effective Time, US$26.50 in cash; and (b) each Unvested Company Restricted Share Award will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent, which will be substantially similar (and which may be settled in cash or property other than shares) to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

Pursuant to the Merger Agreement, the Company is required to include proposals to increase the size of the Board to create three additional director seats and nominate three individuals proposed by Parent who meet the “independent” requirement for directors under the applicable Nasdaq rules as independent directors to the Board at the extraordinary general meeting of shareholders of the Company.

The Board’s Recommendation

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of independent directors, the Board authorized and approved the Merger Agreement, the Articles of Merger and the Plan of Merger and recommends that you vote FOR each of the Merger Proposals.

Record Date; Shares Entitled to Vote

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name on the register of members of the Company at the close of business in the British Virgin Islands on the Record Date. If you own Shares at the close of business in the British Virgin Islands on the Record Date, the deadline for you to lodge your proxy card and vote is February 7, 2024, at 5:00 p.m. (Eastern Time).

Quorum

A quorum of the Company’s shareholders is necessary to have a valid shareholders’ meeting. The quorum of the extraordinary general meeting is the holder or holders present in person or by proxy entitled to exercise at

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least fifty (50) percent of the voting rights of the Shares as of the Record Date. If a quorum is not present within half an hour from the time appointed for the extraordinary general meeting, the extraordinary general meeting will be dissolved.

Vote Required

Under the BVI Act and the Merger Agreement, in order for the Merger to be completed, the Merger Agreement, the Articles of Merger and the Plan of Merger must be approved by the affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting. If this vote is not obtained, the Merger will not be completed. Each other Merger Proposal set forth in this Proxy Statement also requires the affirmative vote of a simple majority of the votes of holders of Shares present in person or represented by proxy and voting at the extraordinary general meeting.

As of the Record Date, there were 62,095,839 Shares issued and outstanding, all of which will be entitled to vote on the proposals at the extraordinary general meeting, subject to the procedures described below under “— Procedures for Voting.” Based on the number of Shares issued and outstanding and entitled to vote as of the close of business in the British Virgin Islands on the Record Date, 31,047,920 votes must be cast in favor of the proposal to authorize and approve the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger and the Director Appointment, in order for the proposal to be authorized, approved and adopted, assuming all shareholders will be present and voting in person or by proxy at the extraordinary general meeting. If less than all issued and outstanding Shares are present in person or by proxy and voting at the meeting, a smaller number of Shares will be required to approve the Merger.

As of the Record Date, the Rollover Securityholder and its affiliates beneficially own an aggregate of 8,491,875 Shares, representing in aggregate approximately 13.7% of the total issued and outstanding Shares. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 114 for additional information. The Rollover Securityholder has agreed to vote their Shares in favor of the authorization and approval of the Merger Agreement, the Articles of Merger, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger, the Director Appointment and the Amendment of the M&A, at the extraordinary general meeting.

Procedures for Voting

Only shareholders entered in the register of members of the Company at the close of business in the British Virgin Islands on the Record Date will receive the Proxy Statement and proxy card directly from the Company. Shareholders registered in the register of members of the Company as of the Record Date or their proxy holders are entitled to vote and may participate in the extraordinary general meeting or any adjournment thereof. Shareholders who have acquired Shares after the close of business on the Record Date may not attend or vote at the extraordinary general meeting unless they receive a proxy from the person or entity who had sold them the Shares.

Shareholders wanting to vote by proxy should indicate on their proxy card how they want to vote, sign and date and return the proxy card in the envelope provided as soon as possible but in any event so that it is received no later than February 7, 2024, at 5:00 p.m. (Eastern Time), the deadline to lodge proxy cards. Shareholders can also attend the extraordinary general meeting and vote in person. Beneficial owners holding through a bank, broker or other nominee should carefully review such nominee’s instructions regarding any applicable earlier voting deadline.

If you have any questions or need assistance voting your Shares, please contact Morrow Sodali LLC at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.

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Proxy Holders for Registered Shareholders

Shareholders registered in the register of members of the Company as of the Record Date who are unable to participate in the extraordinary general meeting may appoint as a representative another shareholder, a third party or the Company as proxy holder by completing and returning the form of proxy in accordance with the instructions printed thereon. With regard to the items listed on the agenda and without any explicit instructions to the contrary, the Company as proxy holder will vote in regard to the resolutions proposed at the extraordinary general meeting according to the recommendation of the Board. If new proposals (other than those on the agenda) are put forth before the extraordinary general meeting, the Company as proxy holder will vote in accordance with the position of the Board.

Voting of Proxies and Failure to Vote

All Shares owned by a shareholder represented by valid proxies may be voted at the extraordinary general meeting in the manner determined by such shareholder. If a shareholder returns a properly signed proxy card but does not indicate how such shareholder wants to vote, Shares represented by that proxy card will be voted FOR each of the Merger Proposals, unless such shareholder appoints a person other than the chairman of the extraordinary general meeting as proxy, in which case the Shares represented by that proxy card will be voted (or not submitted for voting) as the proxy determines.

Brokers, banks or other nominees who hold Shares in “street name” for customers who are the beneficial owners of such Shares may not give a proxy to vote those customers’ Shares in the absence of specific instructions from those customers. If proxies are properly dated, executed and returned by holders of Shares and no specific instructions are given by such holders, such Shares will be voted according to the recommendation of the Board and in the proxy holder’s discretion as to other matters that may properly come before the extraordinary general meeting. Abstentions by holders of Shares are included in the determination of the number of Shares present and voting but are not counted as votes for or against a proposal. If no proxy is given by such holders of Shares, broker non-votes will be counted toward a quorum but will not be treated as voted on any proposals at the extraordinary general meeting.

Revocability of Proxies

Registered holders of our Shares may revoke their proxies in one of three ways:

Rights of Shareholders Who Object to the Merger

At or from the Effective Time, all Dissenting Shares shall automatically be cancelled and each holder of Dissenting Shares shall cease to be a shareholder of the Company (and shall not be a shareholder of the Surviving Company) and shall cease to have any rights thereto (including any right to receive the Per Share Merger Consideration), subject to and except for such rights as are granted for the exercise of dissenters’ rights under Section 179 of the BVI Act.

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Registered holders of Shares who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined in accordance with Section 179 of the BVI Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 179 of the BVI Act for the exercise of dissenters’ rights, a copy of which is attached as Annex F to this Proxy Statement. The fair value of each of their Shares as determined under the BVI Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. These procedures are complex and you should consult your British Virgin Islands legal counsel. If you do not fully and precisely satisfy the procedural requirements of the BVI Act, you will lose your dissenters’ rights (as described under the section entitled “Dissenters’ Rights” on page 112).

If any registered holder of the Shares who wishes to dissent fails to validly dissent in accordance with the terms of Section 179 of the BVI Act, then the rights of such holder under Section 179 of the BVI Act shall cease to exist, and the underlying Shares shall be cancelled, and the holder shall only be entitled to receive the Per Share Merger Consideration.

Only shareholders of record may dissent. Any Shares held in “street name” will need to be transferred to you before you may dissent.

Whom to Call for Assistance

If you need assistance, including help in changing or revoking your proxy, please contact Morrow Sodali LLC at (800) 662-5200 (toll-free in US) or +1 (203) 658-9400 or email at HOLI@info.morrowsodali.com.

Solicitation of Proxies

We have engaged Morrow Sodali LLC to assist in the provision of proxy solicitation information to brokerage, banks or other nominees and individual investors for the extraordinary general meeting. We expect that fees for services provided by Morrow Sodali LLC are not expected to exceed US$400,000 plus certain costs associated with telephone solicitations, if required, and reimbursement of out-of-pocket expenses. In addition, proxies may be solicited by mail, in person, by telephone, by internet or by facsimile by certain of the Company’s officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. We will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable expenses in forwarding copies of this Proxy Statement to the beneficial owners of Shares and in obtaining voting instructions from those owners. We will pay all expenses of filing, printing and mailing this Proxy Statement.

Other Business

We are not currently aware of any business to be acted upon at the extraordinary general meeting other than the matters discussed in this Proxy Statement.

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THE MERGER AGREEMENT, THE ARTICLES OF MERGER AND THE PLAN OF MERGER

The following summary describes the material provisions of the Merger Agreement. This summary may not include all of the information about the Merger Agreement and the Plan of Merger that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Merger Agreement, the Articles of Merger and the Plan of Merger, which are attached as Annex A, Annex B and Annex C, respectively, and incorporated by reference into this section of this Proxy Statement. You are urged to read each of the Merger Agreement, the Articles of Merger and the Plan of Merger carefully and in its entirety, as they are the legal documents governing the Merger.

The summary of the Merger Agreement below is included in this Proxy Statement only to provide you with information regarding the terms and conditions of the Merger Agreement, and not to provide any other factual information regarding the Company, Parent, Merger Sub, the Buyer or their respective businesses. Accordingly, the representations and warranties and other provisions of the Merger Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this Proxy Statement and in the documents incorporated by reference into this Proxy Statement. See “Where You Can Find More Information” beginning on page 119.

Structure and Completion of the Merger

The Merger Agreement provides for the merger of Merger Sub with and into the Company upon the terms, and subject to the conditions, of the Merger Agreement, the Articles of Merger and the Plan of Merger, with the Company continuing as the Surviving Company as a wholly owned subsidiary of Parent resulting from the Merger. If the Merger is completed, the Company will cease to be a publicly traded company. The closing will take place on the fifth business day following the date on which all of the closing conditions have been satisfied or waived (other than those conditions that by their nature are to be satisfied or waived at the closing), or at such other time and place as the Company and Parent may agree in writing. On the closing date, Merger Sub and the Company will execute and file the Articles of Merger and the Plan of Merger with the Registrar of Corporate Affairs of the British Virgin Islands. The Merger will become effective on the date on which the Articles of Merger are registered by the Registrar of Corporate Affairs of the British Virgin Islands or on such date, not exceeding 30 days thereafter, as specified in the Articles of Merger in accordance with the BVI Act.

It is currently expected that the Merger will be completed during the first quarter of 2024, assuming required regulatory approvals are timely obtained and all other conditions to the Merger will have been satisfied or waived. However, we cannot specify when, or assure you that, all conditions to the Merger will be satisfied or waived.

Memorandum and Articles of Association; Directors and Officers of the Surviving Company

At the Effective Time, the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, will be the memorandum and articles of association of the Surviving Company, save and except that (a) all references to the name “Superior Technologies Mergersub Limited” will be amended to “Hollysys Automation Technologies Ltd.”; (b) all references to the shares of the Surviving Company will be amended to refer to the correct authorized shares of the Surviving Company consistent with the Plan of Merger and the Articles of Merger, until thereafter amended in accordance with the applicable provisions of the BVI Act and such memorandum and articles of association; and (c) such memorandum and articles of association will include such indemnification provisions as required by the Merger Agreement. These changes are reflected in the amended and restated memorandum and articles set out in Annex D to this Proxy Statement.

The directors of Merger Sub immediately prior to the Effective Time will become the directors of the Surviving Company and the officers of the Company immediately prior to the Effective Time will become the officers of the Surviving Company, in each case, except as otherwise determined by Parent prior to the Effective Time.

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Merger Consideration

Each Share issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, Dissenting Shares and Company Restricted Share Awards, will be cancelled in exchange for the right to receive US$26.50 per Share in cash without interest and net of any applicable withholding taxes. The Excluded Shares will be cancelled and cease to exist for no consideration. The Dissenting Shares will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 179 of the BVI Act. Please see “Dissenters’ Rights” beginning on page 112 for additional information. The Company Restricted Share Awards will be treated as described below.

Immediately following the cancellation of the Shares at the Effective Time, each ordinary share, par value US$1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued and fully paid ordinary share, par value US$0.001 per share, of the Surviving Company.

Treatment of Company Equity Awards

At the Effective Time, (a) the Company Share Plan and any relevant award agreements entered into under the Company Share Plan will be terminated, (b) each Company Option that is outstanding and unexercised, whether or not vested or exercisable, will be cancelled, and (c) each Company Restricted Share Award that is outstanding, whether or not vested, will be cancelled.

Each holder of a Vested Company Option which is cancelled at the Effective Time will, in exchange therefor, be paid by the Surviving Company or one of its subsidiaries a cash amount, without interest, equal to the product of (a) the excess, if any, of the Per Share Merger Consideration over the exercise price of such Vested Company Option, multiplied by (b) the number of Shares underlying such Vested Company Option; provided that if the exercise price of any such Vested Company Option is equal to or greater than the Per Share Merger Consideration, such Vested Company Option will be cancelled for no consideration.

Each holder of an Unvested Company Option which is cancelled at the Effective Time will, in exchange therefor, be issued with an employee incentive award by the Surviving Company, to replace such Unvested Company Option, pursuant to terms and conditions to be determined by Parent which will be substantially similar to the terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Option.

Each holder of a Vested Company Restricted Share Award which is cancelled at the Effective Time will, in exchange therefor, be paid by the Surviving Company or one of its subsidiaries a cash amount, without interest, equal to the Per Share Merger Consideration with respect to each Vested Company Restricted Share Award.

Each holder of an Unvested Company Restricted Share Award which is cancelled at the Effective Time will, in exchange therefor, be issued with an employee incentive award by the Surviving Company, to replace such Unvested Company Restricted Share Award, pursuant to terms and conditions to be determined by Parent which will be substantially similar to terms and conditions under the Company Share Plan and the award agreement with respect to such Unvested Company Restricted Share Award.

Exchange Procedures

Prior to the closing, Parent or Merger Sub will enter into an agreement with a paying agent with respect to the Merger in form and substance reasonably acceptable to the Company. Prior to the Effective Time, Parent will deposit with the paying agent in trust for the benefit of the holders of Shares (other than the Excluded Shares and the Dissenting Shares) cash in immediately available funds that is sufficient for the paying agent to pay the aggregate Per Share Merger Consideration.

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Promptly after the Effective Time (and in any event within three business days thereafter), Parent and the Surviving Company will cause the paying agent to mail or otherwise provide to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (“Certificates”), and each former holder of record of Shares held in book-entry form (in each case, other than the Excluded Shares and the Dissenting Shares): (a) transmittal materials, including a letter of transmittal in customary form as agreed by the parties to the Merger Agreement, specifying that delivery shall be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the paying agent or, with respect to Shares held in book-entry form, only upon delivery of an “agent’s message” regarding the book-entry transfer of Shares held in book-entry form (or such other evidence, if any, of the transfer as the paying agent may reasonably request), such transmittal materials to be in such form and have such other provisions as Parent and the Company may reasonably agree; and (b) instructions for use in effecting the surrender of Certificates or exchange of Shares held in book-entry form, as applicable, for the aggregate Per Share Merger Consideration.

Upon surrender of Certificates to the paying agent, (together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions (as applicable)), each holder of record of one or more Certificates, if any (other than holders of Excluded Shares and Dissenting Shares), will be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required tax withholdings) equal to the product obtained by multiplying the number of Shares represented by such surrendered Certificates by the Per Share Merger Consideration, and the Certificates so surrendered will immediately be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates to the paying agent. In the event that any Certificates have been lost, stolen or destroyed, the paying agent will issue a check representing an amount in cash (after giving effect to any required tax withholdings) equal to the product of the number of Shares represented by such Certificates multiplied by the Per Share Merger Consideration in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof and, if reasonably required by the Surviving Company or the paying agent, the posting by such holder of a bond, in such reasonable amount as the Surviving Company or the paying agent may direct.

Any holder of Shares held in book-entry form will not be required to deliver a certificate of Shares to receive the Per Share Merger Consideration in respect of such Shares. Instead, each holder of record of one or more Shares held in book-entry form (other than Excluded Shares and Dissenting Shares) will, upon receipt by the paying agent of an “agent’s message” in customary form or other evidence, if any, as the paying agent may have reasonably requested, be entitled to receive, and Parent will cause the paying agent to pay and deliver as promptly as reasonably practicable after the Effective Time, a cash amount in immediately available funds (after giving effect to any required tax withholdings) equal to the product obtained by multiplying the number of Shares represented by such book-entry shares by the Per Share Merger Consideration.

Representations and Warranties

The Merger Agreement contains representations and warranties made by the Company to Parent and Merger Sub and representations and warranties made by Parent and Merger Sub to the Company. The statements embodied in those representations and warranties were made for purposes of the Merger Agreement and are subject to important qualifications and limitations agreed by the parties therein in connection with negotiating the terms of the Merger Agreement (including those set forth in the disclosure letter delivered by the Company to Parent in connection therewith). In addition, some of those representations and warranties may be subject to a contractual standard of materiality different from that generally applicable to shareholders, may have been made for the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise and allocating risks between the parties to the Merger Agreement rather

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than establishing matters as facts. Moreover, the representations and warranties made by the Company were qualified by its public disclosures with the SEC since July 1, 2020 and prior to the date of the Merger Agreement (subject to certain limitations).

The representations and warranties made by the Company to Parent and Merger Sub include representations and warranties relating to, among other things:

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Many of the representations and warranties made by the Company in the Merger Agreement are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, a “Material Adverse Effect” means any event, development, change, effect or occurrence that, individually or in the aggregate with all other events, developments, changes, effects or occurrences, (x) has, or would reasonably be expected to have, a material adverse effect on the business, results of operation, financial condition or assets of the Company and its subsidiaries, taken as a whole or (y) would or would reasonably be expected to prevent or materially impede the consummation by the Company of the Merger; provided that, no events, developments, changes, effects or occurrences occurring after the date of the Merger Agreement and arising out of or resulting from any of the following will be deemed, either alone or in combination, to constitute or contribute to a “Material Adverse Effect”:

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except in the cases of clauses (a), (b), (d), and (e), to the extent that the Company and its subsidiaries, taken as a whole, are disproportionately affected thereby as compared with other participants in the same industries and geographic markets in which the Company and its subsidiaries operate (in which case solely the incremental disproportionate impact or impacts may be taken into account in determining whether there has been a Material Adverse Effect).

The representations and warranties made by Parent and Merger Sub to the Company include representations and warranties relating to, among other things:

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Conduct of Business by the Company Pending the Merger

The Company has agreed that, subject to certain exceptions, from the date of the Merger Agreement until the earlier of the Effective Time and the valid termination of the Merger Agreement, the Company will and will cause its subsidiaries to (a) conduct their businesses in the ordinary course consistent with past practice in all material respects and (b) use their reasonable best efforts to preserve substantially intact their material assets and business organizations, to keep available the services of their current officers and key employees and to maintain in all material aspects their current relationships with existing customers, suppliers and other persons which the Company or any of its subsidiaries has material business relations).

Subject to certain exceptions set forth in the Merger Agreement and the disclosure letter of the Company delivered in connection with the Merger Agreement, as required by applicable law, or with the consent of Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), from the date of the Merger Agreement until the earlier of the Effective Time and the valid termination of the Merger Agreement, the Company agrees not to, and not to permit any of its subsidiaries to, do any of the following:

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Shareholders’ Meeting and Director Appointment

The Company has agreed to convene an extraordinary general meeting of the Company for the purpose of approving the Merger Agreement and the transactions contemplated thereby as soon as practicable but in any event no later than the time scheduled for an extraordinary general meeting called in response to the Shareholders Requisition or any other requisition to convene an extraordinary general meeting proposed by shareholders of the Company after the date of the Merger Agreement. The Company may, after consultation in good faith with Parent, adjourn, postpone or recommend the adjournment of the extraordinary general meeting to its shareholders solely (a) to the extent required by applicable law, (b) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, or (c) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the extraordinary general meeting.

The Company has agreed that the Board will recommend the approval and authorization of the Merger Agreement and the transactions contemplated thereby by the shareholders of the Company and include such recommendation in the Proxy Statement, and that the Company will use its reasonable best efforts to solicit from its shareholders proxies in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereby and to take all other actions necessary or advisable to secure the Company Requisite Vote. The Company has also agreed that, when it submits the Merger Agreement and the transactions contemplated by the Merger Agreement to its shareholders for authorization and approval at the extraordinary general meeting, the Company will include proposals to increase the size of the Board to create three additional director seats and nominate three individuals proposed by Parent as independent directors to the Board. Notwithstanding the foregoing, in the event that subsequent to the date of the Merger Agreement, the Board makes a Change of

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Recommendation and/or authorizes the Company to terminate the Merger Agreement pursuant to certain terms therein, the Company will not be required to convene the extraordinary general meeting for the purpose of approving the Merger Agreement or submit the Merger Agreement to the holders of the Shares for approval.

In the event that at the extraordinary general meeting there is any proposal put forth by the Requisition Shareholders or any other requisition to convene an extraordinary general meeting proposed by shareholders of the Company after the date of the Merger Agreement (the “Competing Resolutions”) to be put to the shareholders of the Company for approval, the Company has agreed to provide a recommendation from the Board that shareholders of the Company vote against the Competing Resolutions, unless otherwise agreed by Parent and the Company.

Go Shop

From the date of the Merger Agreement until 11:59 p.m. (Hong Kong time) on the date which is fifteen days after the date of the Merger Agreement (the “Go-Shop Period End Date”), the Company and its subsidiaries and their respective representatives have the right (acting under the direction of the Special Committee) to (a) initiate, solicit and encourage Acquisition Proposals, including by way of public disclosure and by way of providing access to non-public information to any person (each, a “Solicited Person”) pursuant to one or more acceptable confidentiality agreements; provided that the Company is required to provide to Parent, substantially concurrently with providing it to any such other Solicited Person, any material information concerning the Company or its subsidiaries that it has provided to any Solicited Person which was not previously provided to Parent; and (b) enter into and maintain discussions or negotiations with respect to Acquisition Proposals or otherwise cooperate with, assist or participate in, facilitate, or take any other action in connection with any such inquiries, proposals, discussions or negotiations.

As used herein and in the Merger Agreement, an “Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement, any offer or proposal relating to (a) any acquisition or purchase, direct or indirect, of 15% or more of the consolidated assets of the Company and its subsidiaries or 15% or more of any class of equity or voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, (b) any tender offer or exchange offer that would result in such person beneficially owning 15% or more of any class of equity or voting securities of the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of the Company, or (d) any combination of the foregoing types of transaction if the sum of the percentage of consolidated assets and any class of equity or voting securities involved is 15% or more. The transaction proposed by the Recco Consortium and the transaction proposed by the Management Consortium each constitutes Acquisition Proposal.

No Solicitation of Transactions after Go-Shop Period

After the Go-Shop Period End Date and until the Effective Time or the valid termination of the Merger Agreement, the Company shall, and shall cause its subsidiaries and its and their respective representatives to (a) cease immediately and cause to be terminated any existing activities, discussions or negotiations with any third party and its representatives and financing sources conducted prior to the Go-Shop Period End Date with respect to any Acquisition Proposal; and (b) use reasonable best efforts to request each third party that has executed a confidentiality agreement in connection with such person’s consideration of an Acquisition Proposal to return or, if applicable, destroy all information required to be returned or destroy by such person under the terms of the applicable confidentiality agreement. In addition, the Company shall not, and shall cause its subsidiaries their respective representatives not to:

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Notwithstanding the forgoing, at any time prior to obtaining the Company Requisite Vote, the Company may, following the receipt of an unsolicited bona fide written Acquisition Proposal after the date of the Merger Agreement and acting only under the direction of the Special Committee: (a) contact the person who has made such Acquisition Proposal to clarify and understand the terms and conditions thereof and to notify such person of the non-solicitation restrictions of the Merger Agreement; (b) engage in negotiations or discussions with such persons if the Special Committee in their good faith judgment, after consultation with its financial advisor and outside legal counsel, believes such Acquisition Proposal is or would reasonably be expected to lead to a Superior Proposal; and (c) furnish to such person non-public information relating to the Company or any of its subsidiaries pursuant to an acceptable confidentiality agreement; provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent (to the extent that Parent is willing to receive such information), as the case may be, prior to or substantially concurrently with the time it is provided or made available to such person; provided that prior to taking any action described in items (b) or (c) above, the Special Committee has determined, in its good faith judgment, after consultation with its financial advisor and outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties under applicable laws.

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to obtaining the Company Requisite Vote, if the Company has received a bona fide written proposal or offer with respect to

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Acquisition Proposal which was not withdrawn and which was not obtained in violation of the Company’s obligations in respect of non-solicitation and the Special Committee determines, in its good faith judgment after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, and that failure to make a Change of Recommendation with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties under applicable laws, the Board may, upon the recommendation of the Special Committee, effect a Change of Recommendation and/or authorize the Company to terminate the Merger Agreement, but only if: (a) the Company has complied with its obligations of non-solicitation and no Change of Recommendation with respect to such Acquisition Proposal (other than immaterial non-compliance that does not adversely affect Parent or Merger Sub); (b) the Company has provided prior written notice of such Superior Proposal to Parent and negotiated with Parent in good faith, for a period of four business days, any proposed modifications to the terms and conditions of the Merger Agreement or the financing documents; and (c) following the end of such period, the Board shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, after considering the terms of any proposed amendment or modification to the Merger Agreement or the Financing Commitments, and any other information provided by Parent, that the Acquisition Proposal continues to constitute a Superior Proposal and the failure to effect a Change of Recommendation with respect to such Acquisition Proposal would still be inconsistent with the directors’ fiduciary duties under applicable laws.

In addition, at any time prior to obtaining the Company Requisite Vote, if an Intervening Event has occurred and the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, that failure to make a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Laws, the Board may make a Change of Recommendation and/or authorize the Company to terminate the Merger Agreement; provided that, prior to effecting such a Change of Recommendation in connection with such Intervening Event, (a) the Company has provided prior written notice of such Intervening Event to Parent, (b) the Company has negotiated with Parent in good faith, for a period of four business days, any proposed modifications to the terms and conditions of the Merger Agreement or the Financing Commitments in a manner that obviates the need for such a Change of Recommendation, and (c) following the end of such period, the Board determines in good faith, after consultation with its financial advisor and outside legal counsel, and after considering the terms of any proposed amendment or modification to the Merger Agreement or the Financing Commitments, and any other information provided by Parent, that failure to make a Change of Recommendation with respect to such Intervening Event would still be inconsistent with the directors’ fiduciary duties under applicable Laws.

As used herein and in the Merger Agreement, a “Superior Proposal” means a bona fide written Acquisition Proposal (provided that, for purposes of the definition of “Superior Proposal,” each reference to “15%” in the definition of “Acquisition Proposal” shall be replaced with “50%”) that (a) provides for the payment of cash consideration per Share to holders thereof that is in excess of the Per Share Merger Consideration, and that (b) the Board (with the approval of the Special Committee) or the Special Committee has determined in its good faith judgment (after consultation with its financial advisor and outside legal counsel) would be reasonably likely to be consummated in accordance with its terms and would, if consummated, result in a transaction more favorable to the shareholders of the Company (other than holders of the Excluded Shares) from a financial point of view than the transactions contemplated by the Merger Agreement; provided, however, that any such Acquisition Proposal shall not be deemed to be a “Superior Proposal” (i) if the consummation of the transactions contemplated by such offer or proposal is conditional upon any due diligence in respect of the Company or its subsidiaries or the receipt of any financing, (ii) if any such financing is not fully committed or is subject to any more burdensome outbound direct investment review by governmental authorities in PRC (unless in the latter case the cash consideration per Share is no less than 115% of the Per Share Merger Consideration), or (iii) if the termination fee the Company is entitled to receive in the event such transaction is not consummated due to the failure to obtain financing is lower than the termination fee the Company is entitled to receive in such an event under the Merger Agreement.

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As used herein and in the Merger Agreement, an “Intervening Event” means a material change, event, occurrence or development that occurs or arises after the date of the Merger Agreement that did not result from any breach of the Merger Agreement by the Company, its subsidiaries or their respective representatives and that materially affects the Company and its subsidiaries or their business, assets or operations that was not known or reasonably foreseeable to either the Board or the Special Committee prior to or on the date of the Merger Agreement, which change, event, occurrence or development becomes known to the Board or the Special Committee after the date of the Merger Agreement and before receipt of the Company Requisite Vote and did not result from the announcement or pendency of, or any action required to be taken by the Company pursuant to the Merger Agreement; provided that in no event shall (a) the receipt, existence of or terms of an Acquisition Proposal or a Superior Proposal or any inquiry relating thereto or the consequences thereof, (b) any change in the price or trading volume of the Shares, or (iii) any change in the composition of the Board or the Special Committee after the date of the Merger Agreement constitute an Intervening Event.

Directors’ and Officers’ Indemnification and Insurance

The parties to the Merger Agreement have agreed that:

Parent Financing

Parent and Merger Sub have agreed to use their reasonable best efforts to perform all actions and things reasonably necessary to arrange and consummate the financing of the transactions on the terms and conditions

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contemplated by the Support Agreement, the Equity Commitment Letters and the Debt Commitment Letter (the “Financing Commitments”), including (a) to maintain in effect the Financing Commitments, (b) to satisfy (or obtain waivers to) on a timely basis all conditions applicable to Parent or Merger Sub to funding in the Debt Commitment Letter; (c) to negotiate and enter into definitive agreements with respect thereto on terms and conditions described thereto, and (d) to enforce its rights under the Financing Commitments and consummate the financing prior to or at the closing of the Merger. In the event any portion of the debt financing becomes unavailable on the terms and conditions contemplated in the Debt Commitment Letter, Parent and Merger Sub are required to promptly notify the Company and use their reasonable best efforts to arrange to obtain alternative financing.

Prior to the closing, the Company has agreed to use its reasonable best efforts to provide to Parent and Merger Sub, and to cause its subsidiaries and representatives to use reasonable best efforts to provide to Parent and Merger Sub, at Parent’s cost and expense, all reasonable cooperation reasonably requested by Parent that is necessary and customary in accordance with the terms of the debt financing.

Available Cash

The Company has agreed to use its reasonable best efforts to perform all actions and things necessary to ensure that immediately prior to and at the Effective Time, the aggregate amount of net cash of the Company and its subsidiaries will equal or exceed RMB4,700,000,000.

Other Covenants

The Merger Agreement contains additional agreements between the Company and Parent and/or Merger Sub relating to, among other things: