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Artivision Technologies Ltd. Zico Capital Pte. Ltd

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Artivision Technologies Ltd. Zico Capital Pte. Ltd CIRCULAR DATED 31 DECEMBER 2020 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE READ IT CAREFULLY. BEFORE MAKING ANY INVESTMENT IN THE SECURITIES BEING OFFERED, YOU SHOULD CONSIDER THE INFORMATION PROVIDED IN THIS DOCUMENT CAREFULLY, AND CONSIDER WHETHER YOU UNDERSTAND WHAT IS DESCRIBED IN THIS DOCUMENT. YOU SHOULD ALSO CONSIDER WHETHER AN INVESTMENT IN THE SECURITIES BEING OFFERED IS SUITABLE FOR YOU, TAKING INTO ACCOUNT YOUR INVESTMENT OBJECTIVES AND RISK APPETITE. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL, FINANCIAL, TAX OR OTHER PROFESSIONAL ADVISER(S) IMMEDIATELY. YOU ARE RESPONSIBLE FOR YOUR OWN INVESTMENT CHOICES. If you have sold or transferred all your ordinary shares (the “Shares”) in the capital of Artivision Technologies Ltd. (the “Company”) held through The Central Depository (Pte) Limited (the “CDP”), you should immediately inform the purchaser or transferee, or the bank, stockbroker or agent through whom the sale or transfer was effected for onward notifi cation to the purchaser or transferee, that this Circular, together with the Notice of EGM and the accompanying Proxy Form, may be accessed via SGXNet. An application has been made to the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for permission for the listing of and quotation for the Consolidated Shares (as defi ned herein), the Consideration Shares (as defi ned herein), the Settlement Shares (as defi ned herein), the Mr. Ching Placement Undertaking Shares (as defi ned herein), the ZICO Shares (as defi ned herein), the Target Employees Incentive Shares (as defi ned herein), the Placement Shares (as defi ned herein), the Award Shares (as defi ned herein) and the Option Shares (as defi ned herein) on Catalist. The listing and quotation notice for the Consolidated Shares, the Consideration Shares, the Settlement Shares, the Mr. Ching Placement Undertaking Shares, the ZICO Shares, the Target Employees Incentive Shares, the Placement Shares, the Award Shares and the Option Shares, if issued by the SGX-ST, is not to be taken as an indication of the merits of the Proposed Transactions (as defi ned herein), the Company, the Target Group (as defi ned herein), the Enlarged Group (as defi ned herein), the Shares, the Consolidated Shares, the Consideration Shares, the Settlement Shares, the Mr. Ching Placement Undertaking Shares, the ZICO Shares, the Target Employees Incentive Shares, the Placement Shares, the Award Shares or the Option Shares. A copy of this Circular has been lodged with the SGX-ST, acting as agent on behalf of the Monetary Authority of Singapore (the “Authority” or “MAS”). Neither the Authority nor the SGX-ST has examined or approved the contents of this Circular. Neither the Authority nor the SGX-ST assumes any responsibility for the contents of this Circular, including the correctness or accuracy of any of the statements made, reports contained, or opinions expressed. The SGX-ST does not normally review the application for admission but relies on the Sponsor confi rming that the listing applicant is suitable to be listed on the Catalist and complies with the Catalist Rules. Neither the Authority nor the SGX-ST has in any way considered the merits of the shares or units of shares, as the case may be, being offered for investment. The lodgment of this Circular with the SGX-ST does not imply that the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”), or any other legal or regulatory requirements, or requirements under the Catalist Rules, have been complied with. This Circular has been prepared by the Company and its contents have been reviewed by the Company’s sponsor, ZICO Capital Pte. Ltd. (the “Financial Adviser”, the “Sponsor” or “ZICO Capital”), in accordance with Rule 226(2)(b) of the Catalist Rules. The Sponsor has not independently verifi ed the contents of this Circular. The contact person for the Sponsor is Ms Alice Ng, Director of Continuing Sponsorship, ZICO Capital Pte. Ltd., 8 Robinson Road, #09-00, ASO Building, Singapore 048544. Companies listed on Catalist may carry higher investment risk when compared with larger or more established companies listed on the SGX-ST’s Main Board. In particular, companies may list on Catalist without a track record of profi tability and there is no assurance that there will be a liquid market in the shares or units of shares traded on Catalist. You should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with your professional adviser(s). YOUR ATTENTION IS DRAWN TO SECTION 21 OF THIS CIRCULAR ENTITLED “RISK FACTORS” WHICH HIGHLIGHTS CERTAIN MATERIAL RISKS RELATING TO THE ENLARGED GROUP, ITS BUSINESS AND INDUSTRY AND OWNERSHIP OF THE SHARES FOLLOWING COMPLETION. IN PARTICULAR, SHAREHOLDERS SHOULD NOTE THAT THE ENLARGED GROUP IS SUBJECT TO RISKS ASSOCIATED WITH (I) THE TARGET GROUP’S FINANCIAL POSITION DURING THE PERIOD UNDER REVIEW, INCLUDING THAT THE TARGET GROUP RECORDED NET LOSS, NEGATIVE WORKING CAPITAL, NEGATIVE OPERATING CASHFLOW AND NEGATIVE EQUITY FOR THE PERIOD UNDER REVIEW AND (II) THE PAYMENT SERVICES AND FINTECH INDUSTRIES. SHAREHOLDERS ARE ADVISED TO TAKE THESE FACTORS INTO CONSIDERATION WHEN DECIDING ON THE PROPOSED TRANSACTIONS, THE PROPOSED TERMINATION OF THE ARTIVISION TECHNOLOGIES EMPLOYEE SHARE AWARD SCHEME 2015, THE PROPOSED ADOPTION OF THE MCP PERFORMANCE SHARE PLAN, THE PROPOSED ADOPTION OF THE MCP EMPLOYEE SHARE OPTION SCHEME, THE APPOINTMENT OF THE PROPOSED NEW DIRECTORS, THE PROPOSED CHANGE OF NAME AND THE PROPOSED ADOPTION OF THE NEW CONSTITUTION. IF ANY OF THE RISKS SET OUT IN THE SECTION ABOVE DEVELOPS INTO AN ACTUAL EVENT, THE ENLARGED GROUP’S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY AND ADVERSELY AFFECTED. IN SUCH CASES, THE TRADING PRICE OF THE SHARES COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT. ARTIVISION TECHNOLOGIES LTD. (Incorporated in the Republic of Singapore) (Company Registration No. 200407031R) CIRCULAR TO SHAREHOLDERS IN RELATION TO (1) THE PROPOSED ACQUISITION OF ALL THE ORDINARY SHARES AND CONVERTIBLE BONDS ISSUED BY MOBILE CREDIT PAYMENT PTE. LTD. FOR AN AGGREGATE CONSIDERATION OF S$82,805,780; (2) THE PROPOSED SHARE CONSOLIDATION OF EVERY FIFTY (50) ORDINARY SHARES INTO ONE (1) CONSOLIDATED SHARE; (3) THE PROPOSED ALLOTMENT AND ISSUANCE OF 157,725,296 CONSIDERATION SHARES AT AN ISSUE PRICE OF S$0.525 EACH TO THE VENDORS IN SATISFACTION OF THE CONSIDERATION FOR THE PROPOSED ACQUISITION; (4) THE PROPOSED ALLOTMENT AND ISSUANCE OF 64,516,129 SETTLEMENT SHARES TO MR. CHING CHIAT KWONG AS AN INTERESTED PERSON TRANSACTION IN CONNECTION WITH THE PROPOSED ACQUISITION; (5) THE PROPOSED ALLOTMENT AND ISSUANCE OF 62,305,295 MR. CHING PLACEMENT UNDERTAKING SHARES (ON A PRE-PROPOSED SHARE CONSOLIDATION BASIS) TO MR. CHING CHIAT KWONG; (6) THE PROPOSED ALLOTMENT AND ISSUANCE OF 2,360,000 ZICO SHARES TO THE SPONSOR AND FINANCIAL ADVISER IN CONNECTION WITH THE PROPOSED ACQUISITION; (7) THE PROPOSED ALLOTMENT AND ISSUANCE OF 445,520 TARGET EMPLOYEES INCENTIVE SHARES TO INCENTIVISED TARGET EMPLOYEES IN CONNECTION WITH THE PROPOSED ACQUISITION; (8) THE PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 16,000,000 PLACEMENT SHARES; (9) THE PROPOSED TERMINATION OF THE ARTIVISION TECHNOLOGIES EMPLOYEE SHARE AWARD SCHEME 2015; (10) THE PROPOSED ADOPTION OF THE “MCP PERFORMANCE SHARE PLAN” AND “MCP EMPLOYEE SHARE OPTION SCHEME”; (11) THE APPOINTMENT OF THE PROPOSED NEW DIRECTORS TO THE COMPANY UPON COMPLETION OF THE PROPOSED ACQUISITION; (12) THE PROPOSED CHANGE OF NAME OF THE COMPANY FROM “ARTIVISION TECHNOLOGIES LTD.” TO “MC PAYMENT LIMITED”; AND (13) THE PROPOSED ADOPTION OF THE NEW CONSTITUTION OF THE COMPANY. Sponsor and Financial Adviser to the Company ZICO CAPITAL PTE. LTD. (Company Registration No. 201613589E) (Incorporated in the Republic of Singapore) Independent Financial Adviser to the Existing Directors in respect of the Proposed Allotment and Issuance of Settlement Shares, as an interested person transaction RHT CAPITAL PTE. LTD. (Company Registration No. 201109968H) (Incorporated in the Republic of Singapore) IMPORTANT DATES AND TIMES Last date and time for lodgement of Proxy Form : 20 January 2021 at 10.30 a.m. Date and time of Extraordinary General Meeting : 22 January 2021 at 10.30 a.m. Place of Extraordinary General Meeting : Held by electronic means TABLE OF CONTENTS CORPORATE INFORMATION ............................................................................................................ 4 DEFINITIONS ...................................................................................................................................... 7 CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS ..................................................... 19 INDICATIVE TIMETABLE ................................................................................................................... 20 LETTER TO SHAREHOLDERS ......................................................................................................... 21 1. INTRODUCTION ....................................................................................................................... 22 2. SUBMISSION TO THE SGX-ST................................................................................................ 23 3. THE PROPOSED ACQUISITION ............................................................................................. 24 4. THE PROPOSED SHARE CONSOLIDATION
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