EQUITY COMMITMENT LETTER December 11, 2023Advanced Technology (Cayman) LTD • December 13th, 2023 • Electrical industrial apparatus • New York
This Equity Commitment Letter (this “letter agreement”) sets forth the commitment of Skyline Automation Technologies L.P. (the “Sponsor”), subject to (i) the terms and conditions contained in the Agreement and Plan of Merger, dated as of the date of this letter agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Hollysys Automation Technologies Ltd. (the “Company”), Superior Technologies Mergersub Limited, a BVI business company incorporated under the Laws of the British Virgin Islands (“Merger Sub”) and Superior Technologies Holding Limited (“Parent”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”) and (ii) the terms and conditions contained herein. Concurrently with the delivery of this letter agreement, Ascendent Capital Partners III, L.P. (the “Other Sponsor”)
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 2nd, 2024 • Advanced Technology (Cayman) LTD • Electrical industrial apparatus • Hong Kong
This Share Subscription Agreement (this “Agreement”) is made as of December 29, 2023 (the “Signing Date”) by and between Advanced Technology (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (the “Investor”), a company established under the laws of the People’s Republic of China (the “PRC”). Each of the Company and the Investor is referred to herein individually as a “Party” and collectively as the “Parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2023 • Advanced Technology (Cayman) LTD • Electrical industrial apparatus
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
LIMITED GUARANTEELimited Guarantee • December 13th, 2023 • Advanced Technology (Cayman) LTD • Electrical industrial apparatus • New York
This LIMITED GUARANTEE, dated as of December 11, 2023 (this “Limited Guarantee”), is made by Ascendent Capital Partners III, L.P. (the “Guarantor”), in favor of Hollysys Automation Technologies Ltd., a BVI business company incorporated under the Laws of the British Virgin Islands (the “Company” or “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
WAIVER (this “Waiver”) December 29, 2023Letter Agreement • January 2nd, 2024 • Advanced Technology (Cayman) LTD • Electrical industrial apparatus • New York
Reference is made to (i) the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 11, 2023, by and among Hollysys Automation Technologies Ltd., a BVI business company (the “Company”), Superior Technologies Holding Limited, a Cayman Islands exempted company (“Parent”), and Superior Technologies Mergersub Limited, a BVI business company and a wholly owned Subsidiary of Parent (“Merger Sub”), (ii) the Rollover and Support agreement (the “Support Agreement”), dated as of December 11, 2023, by and between the Parent and Advanced Technology (Cayman) Limited (the “Rollover Shareholder”), and (iii) the Equity Commitment Letter (the “ECL”), dated as of December 11, 2023, by and between Skyline Automation Technologies L.P. (“Skyline”) and Merger Sub. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Support Agreement.
EQUITY COMMITMENT LETTER December 29, 2023Equity Commitment Letter • January 2nd, 2024 • Advanced Technology (Cayman) LTD • Electrical industrial apparatus • New York
This Equity Commitment Letter (this “letter agreement”) sets forth the commitment of Advanced Technology (Cayman) Limited (the “Sponsor”), subject to (i) the terms and conditions contained in the Agreement and Plan of Merger, dated December 11, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Hollysys Automation Technologies Ltd. (the “Company”), Superior Technologies Mergersub Limited, a BVI business company incorporated under the Laws of the British Virgin Islands (“Merger Sub”) and Superior Technologies Holding Limited (“Parent”), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the “Merger”) and (ii) the terms and conditions contained herein. On December 11, 2023, each of Ascendent Capital Partners III, L.P. (the “Guarantor”) and Skyline Automation Technologies L.P. (together wi
