NIKKO AM HONG KONG LIMITED STRATEGIC SERIES (THE FUND ) NIKKO AM CHINA MULTI ACCESS OPPORTUNITIES FUND (THE SUB-FUND ) This document is important and requires your immediate attention. If you are in any doubt as to the action to be taken you should seek independent professional financial advice. If you have sold or transferred all of your Units in the Sub-Fund, please pass this letter at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. Unless otherwise defined in this letter, capitalised terms shall bear the same meaning as those used in the Fund s Explanatory Memorandum and defined in the Circular. Date: 27 September 207 Dear Unitholders, Adjourned Extraordinary General Meeting in relation to the proposed merger of the Sub-Fund with Nikko AM Asian Small Mid Equity Fund (the Receiving Fund ), a sub-fund of Nikko AM Hong Kong Investment Funds We refer to the Notice of Extraordinary General Meeting of Unitholders of the Sub-Fund (the Notice ) as enclosed in the circular to Unitholders dated 29 August 207 (the EGM Circular ) in respect of the extraordinary general meeting (the EGM ) of the Sub-Fund on 2 September 207, at which a resolution to approve the merger of the Sub-Fund with the Receiving Fund (the Merger ) were proposed. For further details on the proposed Merger, please refer to the EGM Circular.. Adjourned General Meeting A quorum was not present at the EGM and as such, the meeting will be adjourned to 9 October 207 (the Adjourned EGM ), being a date not less than 5 days from the date of the EGM, and at the Adjourned EGM the Unitholders present in person or by proxy shall be a quorum. You will find enclosed a notice of the Adjourned EGM (the Adjourned EGM Notice ) which will be held at 9:00 a.m. Hong Kong time on 9 October 207 at the offices of Walkers, the solicitors to the Manager as to the laws of the Cayman Islands, at 5th Floor, Alexandra House,8 Chater Road, Central, Hong Kong. The resolution set out in the enclosed Adjourned EGM Notice will need to be duly passed as an extraordinary resolution by the Unitholders of the Sub-Fund. An extraordinary resolution means a resolution proposed and passed as such by a majority consisting of 75% or more of the total number of votes cast for and against such resolution. Such a resolution if passed binds all Unitholders (even those who voted against). In order to be entitled to attend and vote at the Adjourned EGM, you must be a registered Unitholder as at 7 October 207. You will be notified by letter of the outcome of the Adjourned EGM within 7 business days following the Adjourned EGM. If you are not able to attend in person, you may appoint a proxy to attend and vote on your behalf at the Adjourned EGM by completing the enclosed proxy form (the Proxy Form ) in accordance with the instructions thereon. Unitholders should return a signed copy of the proxy form either by post for the attention of Jermyn Wong of Nikko Asset Management Hong Kong Limited at 240-03, 24/F, Man Yee Building, 60-68 Des Voeux Road Central, Hong Kong or by fax at +852 3940 3904 as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the Adjourned EGM, namely, before 9:00 a.m. (Hong Kong time) on 7 October 207. A proxy is not required to be a Unitholder. Forms of proxy submitted in relation to the EGM will remain valid for the Adjourned EGM. Unitholders who have already appointed a proxy do not need to take any action, unless they wish to change their proxy or their voting instructions. The Manager believes that the proposed Merger and the proposed transfer of cash assets and any accrued income of the Sub-Fund into the Receiving Fund is in the best interests of Unitholders of the Sub-Fund and accordingly recommend that you vote in favour of the proposed Merger. The Manager hopes that you will choose to remain invested in the Receiving Fund. Nikko Asset Management Hong Kong Limited 日興資產管理香港有限公司 24/F Man Yee Building 60-68 Des Voeux Road Central, Hong Kong Tel +852-3940-3900 Fax +852-3940-3904 www.nikkoam.com/english/
2. Consequence of Extraordinary Resolution and Effective Date of the Merger If the proposed Merger is approved by Unitholders, you will receive units in the Receiving Fund, based on the net asset value of the Receiving Fund, on 6 November 207 or such other time that may be decided by the Manager in consultation with the Trustee and notified to Unitholders (the Effective Date ) and your Units in the Sub-Fund will be cancelled on the Effective Date. Additionally, on the Effective Date all of the net assets of the Sub-Fund will be transferred to the Receiving Fund so that you receive units in the Receiving Fund that are equal in value to the Units that you own in the Sub-Fund. Appendix to this letter sets out a timeline for the Merger proposal which the Manager recommends you should read carefully. If the proposed Merger is not approved, the Manager intends to terminate the Fund pursuant to Clause 27.3 of the Fund s Trust Deed on the basis that the net asset value of the Fund has fallen below US$0,000,000. Unitholders will be notified and be provided with further information regarding such termination in the Adjourned EGM outcome notice. 3. Right to purchase and / or redeem Units If the Merger is approved at the Adjourned EGM but you do not wish to become a unitholder of the Receiving Fund, you will have ample opportunity at any time from the receipt of this letter up to and including 8 November 207 to redeem your Units free of any charges and subject to the usual procedures set out in the Explanatory Memorandum. Please note that a redemption will amount to a disposal of your interest in the Sub-Fund and this may have tax considerations. If you continue to stay invested in the Sub-Fund, you will become a unitholder in the Receiving Fund on the Effective Date. The Sub-Fund has been closed for subscriptions from new and existing investors since 8 August 207. Accordingly, the Sub-Fund is no longer marketed to the public globally. Redemption of Units in the Sub-Fund may continue up until 4:00 p.m. (Hong Kong time) on 8 November 207. However, as from 4:00 p.m. (Hong Kong time) on 8 November 207 to 4:00 p.m. (Hong Kong time) on 5 November 207 ( Freeze Period ) any dealings in the Sub- Fund will be closed so as to allow for the disposal of the Sub-Fund s portfolio and to permit the merger process of the Sub-Fund to be effected efficiently. This disposal of the Sub-Fund s portfolio will take place before the proposed Merger takes effect. The imposition of a Freeze Period may preclude the Sub-Fund from capturing the upside in the rising market. This disposal of the Sub-Fund s portfolio will occur over several days in the final week before the Merger is effected and is expected to have only a minimal impact on the costs and/or performance of the Sub-Fund. For the avoidance of doubt, the disposal of the Sub-Fund s portfolio will not be carried out if the Merger is not approved at the Adjourned EGM. No disposal of the portfolio or suspension of dealings in the Receiving Fund is necessary before or after the proposed Merger takes effect. Once the proposed Merger has been effected and you become a unitholder in the Receiving Fund you can redeem your units in the Receiving Fund, subject to the usual procedures set out in the offering documents of the Receiving Fund. 4. Enquiry If you have any questions in relation to the contents of this letter please contact the Manager or the distributor from whom you purchased your Units. To contact the Manager, investors may either: write to the Manager (address at 240-03, 24/F, Man Yee Building, 60-68 Des Voeux Road Central, Hong Kong); or call the Manager at telephone number at +852 3940 3900. The Manager accepts responsibility for the information contained in this document. To the best of its knowledge and belief the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Yours faithfully, For and on behalf of Nikko Asset Management Hong Kong Limited Yasuaki Ogiwara Director 2
Appendix Timeline for the proposals Event Key dates Date Documentation posted to the Unitholders Latest time and date for receipt of Proxy Forms for Adjourned EGM Adjourned EGM of Unitholders of the Sub-Fund 27 September 207 (Wednesday) 9:00 a.m. Hong Kong time on 7 October 207 (Tuesday) 9:00 a.m. Hong Kong time on 9 October 207 (Thursday) Freeze Period From 4:00 p.m. (Hong Kong time) on 8 November 207 (Wednesday) to 4:00 p.m. (Hong Kong time) on 5 November 207 (Wednesday) Proposed Effective Date for the Merger First dealing day in respect of units issued in the Receiving Fund following the merger of the Sub-Fund Written confirmation posted to Unitholders of the Sub-Fund advising of allocation and number of units in the Receiving Fund 6 November 207 (Thursday) 7 November 207 (Friday) By the close of business on the Business Day following the Effective Date # # Unitholders of the Sub-Fund will also be able to contact either the Manager or the Distributor on the first dealing day after the Effective Date (as set out in the above table) to ascertain their share allocation in the Receiving Fund. Dealing in the units in the Receiving Fund allocated to the Unitholders will be subject to the usual procedures set out in the prospectus of the Receiving Fund starting from the first dealing day after the Effective Date.
NIKKO AM HONG KONG LIMITED STRATEGIC SERIES (the Fund ) NIKKO AM CHINA MULTI ACCESS OPPORTUNITIES FUND (the Sub-Fund ) NOTICE OF ADJOURNED EXTRAORDINARY GENERAL MEETING Notice is hereby given that the adjourned extraordinary general meeting of the Sub-Fund will be held on 9 October 207 at 9:00 a.m. (Hong Kong time) at the offices of Walkers, the solicitors to the Manager as to the laws of the Cayman Islands, at 5 th Floor, Alexandra House, 8 Chater Road, Central, Hong Kong to consider and, if thought fit, pass the following as an extraordinary resolution: RESOLVED to approve the merger (the "Merger") of the Sub-Fund into USD class units of the Nikko AM Asian Small Mid Equity Fund (the "Receiving Fund"), a sub-fund of Nikko AM Hong Kong Investment Funds, an openended unit trust established as an umbrella fund under the laws of Hong Kong, which includes: (i) the disposal of the assets and any accrued income of the Sub-Fund to the Receiving Fund and (ii) the issue of units in the Receiving Fund to the Unitholders, pro rata to their respective interests in the assets of the Sub-Fund, in consideration for the cancellation of their units in the Sub-Fund, on the effective date of the Merger; and that Nikko Asset Management Hong Kong Limited, as Manager of the Fund, and the HSBC Trustee (Cayman) Limited, as Trustee of the Fund, be authorised to take all such action as they may consider necessary, desirable or expedient to effect the Merger. Dated: 27 September 207 By Order of the Manager: For and on behalf of NIKKO ASSET MANAGEMENT HONG KONG LIMITED Yasuaki Ogiwara Director NOTE Every member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote in his stead. A body corporate may appoint an authorised representative to attend, speak and vote on its behalf. A proxy or an authorised representative need not be a Unitholder of the Fund.
NIKKO AM HONG KONG LIMITED STRATEGIC SERIES (the Fund ) NIKKO AM CHINA MULTI ACCESS OPPORTUNITIES FUND (the Sub-Fund ) EXTRAORDINARY GENERAL MEETING FORM OF PROXY I/We of _ being a holder of units in the Sub-Fund and entitled to vote, hereby appoint any of [name, address], or failing him/her or failing him/her or failing him/her or failing him/her the Chairman of the meeting (delete as applicable) as my/our proxy to vote for me/us on my/our behalf at the adjourned Extraordinary General Meeting of the Sub-Fund to be held at 9:00 a.m. (Hong Kong time) on 9 October, 207. Please indicate with an X in the box below how you wish the proxy to vote. Extraordinary Resolution: For Against Abstain RESOLVED to approve the merger (the "Merger") of the Sub-Fund into USD class units of the Nikko AM Asian Small Mid Equity Fund (the Receiving Fund ), a sub-fund of Nikko AM Hong Kong Investment Funds, an open-ended unit trust established as an umbrella fund under the laws of Hong Kong, which includes: (i) the disposal of the assets and any accrued income of the Sub-Fund to the Receiving Fund and (ii) the issue of units in the Receiving Fund to the Unitholders, pro rata to their respective interests in the assets of the Sub-Fund, in consideration for the cancellation of their units in the Sub-Fund, on the effective date of the Merger; and that Nikko Asset Management Hong Kong Limited, as Manager of the Fund, and the HSBC Trustee (Cayman) Limited, as Trustee of the Fund, be authorised to take all such action as they may consider necessary, desirable or expedient to effect the Merger. Unless otherwise indicated, the proxy will vote as s/he thinks fit. Signed: Name in block capitals: Date: NOTES:. Unless otherwise instructed, the Proxy may vote as s/he thinks fit or abstain from voting in respect of the resolution(s) specified and also on any other business which may properly come before the adjourned Extraordinary General Meeting. 2. Where this form of proxy is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised. 3. If it is desired to appoint some other person as proxy, the name of the proxy must be inserted in the space provided instead of the option provided which should be deleted. 4. Signed forms of proxy must be returned either by post for the attention of Jermyn Wong of Nikko Asset Management Hong Kong Limited at 240-03, 24/F, Man Yee Building, 60-68 Des Voeux Road Central, Hong Kong or by fax at +852 3940 3904 to arrive not less than 48 hours before the time of this adjourned Extraordinary General Meeting. 5. At this adjourned Extraordinary General Meeting, the Unitholders present in person or by proxy, whatever their number and the number of Units held by them, will form the quorum. A member entitled to attend and vote at any such Adjourned EGM is entitled to appoint a proxy to attend, speak and vote in his place and that a proxy need not be a Unitholder of the Fund. This notice shall be deemed to constitute due notice of any such Adjourned EGM within the meaning of the Fund s Trust Deed.