09:50 AV CONCEPT HOLD<00595> - Announcement & Resumption (9) "AVCM" AVC Manufacturing Services Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of the Company "AV Chaseway" AV Chaseway Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of the Company "Board" the board of Directors "BreconRidge" BreconRidge Manufacturing Solutions Corporation, a company incorporated in Canada "BreconRidge Convertibles" the outstanding preferred shares, options and warrants of BreconRidge conferring the holders the rights to subscribe for common shares of BreconRidge "BreconRidge Warrant Shares" 7.5 million common shares of BreconRidge (subject to adjustment) to be issued by BreconRidge to AVCC upon the exercise or deemed exercise of the Warrant by AVCC "Change of Control Event" an amalgamation, merger or other arrangement (other than (i) a change in the relative shareholdings of the two largest shareholders of BreconRidge so long as they together hold greater than 50% of the votes attached to all outstanding shares of BreconRidge (on an as-if converted to common shares basis); (ii) issuance of new shares for the purpose of completing an acquisition; or (iii) a Liquidity Event) leading to a change in control of more than 50% of the votes attached to all outstanding shares of BreconRidge (on an as-if converted to common shares basis) as more fully described in the Agreement "Company" AV Concept Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange "connected person(s)" has the same meaning as ascribed to it under the Listing Rules "Directors" the directors of the Company "Disposal" the disposal of the First Tranche Shares and the possible disposal of the Second Tranche Shares by AVCC to BreconRidge pursuant to the Agreement "EGM" the extraordinary general meeting of the Company to be convened and held to consider and, if thought fit, to approve, among other things, the transactions contemplated under the Agreement and ancillary agreements/documents "Exit Notice" the notice to be issued by either AVCC or BreconRidge as provided in the Agreement indicating such party's intention to exit the transaction contemplated under the Agreement "Extension Fee" a sum of US$2 million to be paid in cash on or before the second anniversary of the date of Initial Closing as an extension fee for the Liquidity Event to take place after the second anniversary of Initial Closing "Final Closing" completion of the sale and purchase of the Second Tranche Shares under the Agreement "Final Closing BreconRidge Shares" such number of common shares in BreconRidge to be issued by BreconRidge to the Company at Final Closing pursuant to the Agreement as set out under the paragraph headed "Occurrence of a Liquidity Event and Final Closing" "First Tranche Shares" shares of AV Chaseway representing 50% of the issued share capital of AV Chaseway as at the date of Initial Closing "Group" the Company and its subsidiaries "Hong Kong" The Hong Kong Special Administrative Region of the PRC "HK$" Hong Kong dollars "Initial Closing" completion of the sale and purchase of the First Tranche Shares and the issue of the Warrant under the Agreement