iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the...

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1 THIS ANNOUNCEMENT AND NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OF THE EXCHANGE TRADED FUND NAMED BELOW If you are in any doubt about this Announcement and Notice or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. If you have sold or transferred all your Units in the Sub-Fund, you should at once hand this Announcement and Notice to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. IMPORTANT: The Stock Exchange of Hong Kong Limited (the “SEHK”), the Hong Kong Exchange and Clearing Limited, the Securities and Futures Commission (the “SFC”) and the Hong Kong Securities Clearing Company Limited (the “HKSCC”) take no responsibility for the contents of this Announcement and Notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Announcement and Notice. BlackRock Asset Management North Asia Limited (the “Manager”) accepts full responsibility for the accuracy of the information contained in this Announcement and Notice as at the date of publication, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, as at the date of publication, there are no other facts the omission of which would make any statement misleading. SFC authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors. iShares Asia Trust (the “Trust”) (A Hong Kong umbrella unit trust authorised under Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong) iShares MSCI China A International Index ETF (RMB Counter Stock Code: 83162) (HKD Counter Stock Code: 3162) sub-fund of the iShares Asia Trust (the “Sub-Fund”) ANNOUNCEMENT AND NOTICE OF THE PROPOSED CESSATION OF TRADING, TERMINATION, VOLUNTARY DEAUTHORISATION, DELISTING AND WAIVER FROM STRICT COMPLIANCE WITH CERTAIN PROVISIONS OF THE CODE, AMENDMENT TO TRUST DEED AND CHANGE OF APPLICATION UNIT SIZE

Transcript of iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the...

Page 1: iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given

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THIS ANNOUNCEMENT AND NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR UNITS OF THE EXCHANGE TRADED FUND NAMED BELOW

If you are in any doubt about this Announcement and Notice or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

If you have sold or transferred all your Units in the Sub-Fund, you should at once hand this Announcement and Notice to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

IMPORTANT: The Stock Exchange of Hong Kong Limited (the “SEHK”), the Hong Kong Exchange and Clearing Limited, the Securities and Futures Commission (the “SFC”) and the Hong Kong Securities Clearing Company Limited (the “HKSCC”) take no responsibility for the contents of this Announcement and Notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Announcement and Notice.

BlackRock Asset Management North Asia Limited (the “Manager”) accepts full responsibility for the accuracy of the information contained in this Announcement and Notice as at the date of publication, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, as at the date of publication, there are no other facts the omission of which would make any statement misleading.

SFC authorisation is not a recommendation or endorsement of a scheme nor does it guarantee the commercial merits of a scheme or its performance. It does not mean the scheme is suitable for all investors nor is it an endorsement of its suitability for any particular investor or class of investors.

iShares Asia Trust (the “Trust”)(A Hong Kong umbrella unit trust authorised under

Section 104 of the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong)

iShares MSCI China A International Index ETF(RMB Counter Stock Code: 83162) (HKD Counter Stock Code: 3162)

sub-fund of the iShares Asia Trust

(the “Sub-Fund”)

ANNOUNCEMENT AND NOTICE OF THE PROPOSED CESSATION

OF TRADING, TERMINATION, VOLUNTARY DEAUTHORISATION,

DELISTING AND WAIVER FROM STRICT COMPLIANCE WITH CERTAIN PROVISIONS OF THE CODE,

AMENDMENT TO TRUST DEED AND

CHANGE OF APPLICATION UNIT SIZE

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IMPORTANT: Investors are strongly advised to consider the contents of this Announcement and Notice. This Announcement and Notice is important and requires your immediate attention. It concerns the proposed cessation of trading, proposed termination, proposed Deauthorisation and proposed Delisting of the Sub-Fund, and the waivers from strict compliance of certain provisions of the Code for the period from 5 March 2018 (i.e. the Trading Cessation Date) to the Deauthorisation date. In particular, investors should note that:

• taking into account the relevant factors, including, in particular, the relatively small Net Asset Value of the Sub-Fund (see details of the factors in section 1 below), the Manager has, by means of a resolution of the board of directors of the Manager dated 29 January 2018, decided to exercise its power under Clause 35.7(a) and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given written notice to the Trustee notifying the Trustee of its proposal to terminate the Sub-Fund pursuant to Clause 35.7(a) of the Trust Deed and the Trustee does not object to this proposal;

• the Last Trading Day of the Units in the Sub-Fund will be 2 March 2018, i.e. the last day on which investors may buy or sell Units on the SEHK and the last day for redemption of Units in accordance with the usual trading arrangements currently in place, but no creation of Units in the primary market through any Participating Dealers will be allowed from 5 February 2018 following the publication of this Announcement and Notice;

• the Units of the Sub-Fund will cease trading as from 5 March 2018 (i.e. the Trading Cessation Date); that means no further buying or selling Units on the SEHK and no redemption of Units will be possible from the Trading Cessation Date onwards;

• from the Trading Cessation Date onwards, (i) there will be no further trading of Units of the Sub-Fund and no further redemption of Units of the Sub-Fund; (ii) the Manager will start to realise all the assets of the Sub-Fund (save for the Suspended Stocks) and the Sub-Fund will therefore cease to track the Underlying Index and will not be able to meet its investment objective of tracking the performance of such Underlying Index; (iii) the Sub-Fund will no longer be marketed to the public; and (iv) the Sub-Fund will mainly hold cash (and the Suspended Stocks), and will only be operated in a limited manner;

• with a view to minimising further costs, fees and expenses in managing the Sub-Fund following the Trading Cessation Date and in the best interest of investors, the Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with the following provisions of the Code for the period commencing from the Trading Cessation Date to the Deauthorisation date: (i) Chapter 10.7 (with regard to publishing suspension announcements); (ii) paragraphs 4, and 17(a) and 17(b) of Appendix I (with regard to providing the estimated Net Asset Value or R.U.P.V. and last closing Net Asset Value on a real time or near-real time basis); and (iii) Chapters 6.1 and 11.1B (with regard to updating the Prospectus). The details and the conditions on which such waiver is granted are as described in section 6 below;

• the Manager confirms that, save for the particular provisions of the Code set out in sections 7.2 to 7.4 below, the Manager will continue to comply with all the other applicable provisions of the Code, the applicable provisions in the Trust Deed and other applicable laws and regulations until the Deauthorisation date;

• the Sub-Fund holds certain Suspended Stocks (as defined in section 2). To allow Unitholders to receive proceeds from the redemption of Units at fair value without undue delay, the Manager and the Trustee (acting on behalf of the Sub-Fund) will enter into a Suspended Stocks Purchase Agreement (as defined in section 2). The Manager will purchase the receivables from the Suspended Stocks, in consideration for a cash payment by the Manager to the Sub-Fund at the fair value of the Suspended Stocks. Please refer to section 2.2 for a description of the mechanism for determining fair value of the Suspended Stocks;

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• depending on the fair value of the Suspended Stocks on 9 March 2018 (the “Determination Date”), the compulsory redemption will be carried out under either Scenario A or Scenario B, as described in sections 3.2.1 and 3.2.2 respectively.

o Under Scenario A, there will be no Interim Distribution. Units will be compulsorily redeemed on around 10 business days prior to the Delisting Date. The Delisting Date is expected to be on or around 1 June 2018.

o Under Scenario B, the First Interim Distribution will be made on or around 3 April 2018, and Further Interim Distribution(s) may be made after 3 April 2018. After the fair value of Suspended Stocks falls and remains below the Threshold, Units will be compulsorily redeemed on around 10 business days prior to the Delisting Date. The Delisting Date will be announced in due course;

• the Manager and the Trustee have entered into a supplemental deed to amend the Trust Deed, to add Clause 35.8B to the Trust Deed. This change will come into effect on 2 March 2018. For the avoidance of doubt, the power under the new Clause 35.8B will not be invoked until after 2 March 2018. Please refer to section 6 for details;

• after the Trading Cessation Date, the Manager will maintain the Sub-Fund’s SFC authorised status and the Sub-Fund’s SEHK listed status. Subject to the SEHK’s approval, it is expected the Delisting will take effect at or shortly after the compulsory redemption of Units;

• the Manager will bear all costs and expenses associated with the termination of the Sub-Fund (other than normal operating expenses such as transaction costs and any taxes relating to the liquidation of assets of the Sub-Fund, which will be borne by the Sub-Fund and by extension, its Unitholders) from the date of this Announcement and Notice until the termination;

• the Manager expects that subject to the approval of the SFC, the Deauthorisation and termination will take place shortly after all Suspended Stocks Receivables are paid according to the Suspended Stocks Purchase Agreement and the Trustee and the Manager form an opinion that the Sub-Fund ceases to have any outstanding contingent or actual assets or liabilities (please note any product documentation for the Sub-Fund previously issued to investors, including the Prospectus, should be retained for personal use only and not for public circulation). Please refer to section 2 for details;

• investors should pay attention to the risk factors as set out in section 9.1 below (including liquidity risk, units trading at a discount or premium and Market Makers’ inefficiency risk, tracking errors during the period from the date of this Announcement and Notice to the Last Trading Day risk, Suspension of primary market redemption risk, Delayed compulsory redemption risk, Net Asset Value adjustment risk, failure to track the Underlying Index risk). Investors should exercise caution and consult with their professional and financial advisers before dealing in the Units in the Sub-Fund or otherwise deciding on the course of actions to be taken in relation to their Units in the Sub-Fund;

• stockbrokers and financial intermediaries are urged to:

o forward a copy of this Announcement and Notice to their clients holding Units in the Sub-Fund, and inform them of the contents of this Announcement and Notice as soon as possible;

o facilitate their clients who want to dispose of Units in the Sub-Fund on or before the Last Trading Day; and

o inform their clients as soon as possible if any earlier dealing deadline, additional fees or charges, and/or other terms and conditions will be applicable in respect of the provision of their services in connection with any disposal of Units in the Sub-Fund;

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• if investors are in doubt about the contents of this Announcement and Notice, they should contact their independent financial intermediaries or professional advisers to seek their professional advice, or direct their queries to the Manager (please refer to section 12 below for further information);

• the Manager will, until the Last Trading Day, issue reminder announcements on a weekly basis to investors informing and reminding them of the Last Trading Day, the Trading Cessation Date and the Record Date. Also, further announcements will be made in due course to inform the investors of the First Interim Distribution Date (if any), each Further Interim Distribution Date (if any), the Compulsory Redemption Date, the Redemption Payment Date, and the Delisting Date, as and when appropriate in accordance with the applicable regulatory requirements;

• from the date of this Announcement, the Application Unit size of the Sub-Fund will be reduced from 1,500,000 Units to 100,000 Units;

• the Manager accepts full responsibility for the accuracy of the information contained in this Announcement and Notice, and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement misleading.

Unless otherwise defined herein, terms and expressions used in this Announcement and Notice have the same meanings as given to them in the Prospectus.

BlackRock Asset Management North Asia Limited (the “Manager”), the manager of the Trust and the Sub-Fund, reserves its right to terminate a Sub-Fund in its absolute discretion by notice in writing to the Trustee under Clause 35.7(a) of the Trust Deed if the aggregate Net Asset Value of all the Units outstanding in the Sub-Fund is less than the equivalent of HK$150,000,000.

As at 29 January 2018, the Net Asset Value of all the Units outstanding in the Sub-Fund was less than the equivalent of HK$150,000,000. The Manager therefore announces that it has, by means of a resolution of the board of directors of the Manager dated 29 January 2018, decided to terminate the Sub-Fund and voluntarily seek Deauthorisation and Delisting of the Sub-Fund. The proposed Delisting will be subject to the approval of the SEHK. The proposed Deauthorisation and termination will be subject to the final approval of the SFC and is expected to occur shortly after the Suspended Stocks Receivables are paid in accordance with the Suspended Stocks Purchase Agreement (please refer to section 2).

Units of the Sub-Fund will cease trading on the SEHK as from 5 March 2018, the Trading Cessation Date. Accordingly, the last day on which the Units of the Sub-Fund can be traded on the SEHK will be 2 March 2018, the Last Trading Day, and from the Trading Cessation Date onwards, no trading of Units on the SEHK will be allowed. Also, while investors may continue to trade Units on the SEHK on any trading day before the Trading Cessation Date, no creation of Units in the primary market through Participating Dealers will be allowed from 5 February 2018 following the publication of this Announcement and Notice.

The Manager by this Announcement and Notice notifies the investors of the proposed termination of the Sub-Fund. Also, as required under Chapter 11.1A of the Code, no less than one month’s notice is hereby given to the investors, notifying them that the Sub-Fund will cease to track the Underlying Index, and cease trading, from the Trading Cessation Date.

The Manager will bear all costs and expenses associated with the termination of the Sub-Fund (other than normal operating expenses such as transaction costs and any taxes relating to the liquidation of assets of the Sub-Fund, which will be borne by the Sub-Fund and by extension, its Unitholders) from the date of this Announcement and Notice until the termination.

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1. Proposed termination of the Sub-Fund, cessation of trading and liquidation of assets

1.1 Proposed termination of the Sub-Fund

According to Clause 35.7(a) of the Trust Deed, the Sub-Fund may be terminated by the Manager in its absolute discretion if the aggregate Net Asset Value of all the Units in the Sub-Fund outstanding shall be less than HK$150,000,000. The Trust Deed does not require investors’ approval for terminating the Sub-Fund on the grounds set out in Clause 35.7(a) of the Trust Deed.

The Net Asset Value and Net Asset Value per Unit of the Sub-Fund as at 31 January 2018 was RMB58,950,121.93 and RMB7.86 respectively.

Having taken into account the relevant factors including the interests of the investors as a whole, the currently relatively small Net Asset Value and the relatively low trading volume of the Sub-Fund, the Manager is of the view that the proposed termination of the Sub-Fund would be in the best interests of the relevant investors in the Sub-Fund. Therefore, the Manager has decided to exercise its power under Clause 35.7(a) of the Trust Deed to terminate the Sub-Fund after all Units are redeemed and when the Trustee and the Manager form an opinion that the Sub-Fund ceases to have any contingent or actual assets and liabilities. The Manager has given written notice to the Trustee notifying the Trustee of its proposal to terminate the Sub-Fund pursuant to Clause 35.7(a) of the Trust Deed, and the Trustee does not object to such proposal.

1.2 The proposed cessation of trading

The Manager will apply to SEHK to have the Units of the Sub-Fund cease trading on the SEHK with effect from the Trading Cessation Date, i.e. 5 March 2018. The Manager will aim to realise all of the assets of the Sub-Fund (save for the Suspended Stocks) commencing from 5 March 2018 in exercise of its investment powers under Clause 9.5 of the Trust Deed. As such, 2 March 2018 will be the Last Trading Day on which investors may buy or sell Units in the Sub-Fund on the SEHK in accordance with the usual trading arrangements currently in place.

If there is any change to the dates mentioned in this paragraph, the Manager will issue an announcement of the revised dates.

Also, in view of the proposed cessation of trading, no further creation of Units through Participating Dealers will be allowed from 5 February 2018.

For the avoidance of doubt redemption of Units in the Sub-Fund by Participating Dealers will continue to be permitted until the Last Trading Day.

Investors should note that they cannot redeem Units directly from the Sub-Fund in the primary market. Only Participating Dealers may submit redemption applications to the Manager and the Participating Dealers may have their own application procedures for their clients and may set application cut-off times for their clients which are earlier than those set out in the Prospectus. Investors are advised to check with the Participating Dealers as to the relevant timing deadlines and the client acceptance procedures and requirements.

1.3 Impact on the proposed realisation of the assets

After the realisation of the liquid assets of the Sub-Fund, the Sub-Fund will mainly hold cash (primarily consisting of the proceeds from the realisation of the liquid assets) and Suspended Stocks (please see section 2 for details). It therefore follows that, from the Trading Cessation Date, the Sub-Fund will cease to track its Underlying Index and will not be able to meet its investment objective of tracking the performance of its Underlying Index.

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2. Suspended Stocks

2.1 Treatment of Suspended Stocks

Certain stock(s) held by the Sub-Fund are suspended from trading on the Shanghai Stock Exchange or the Shenzhen Stock Exchange as at the date of this Announcement and Notice (the “Suspended Stocks”). As at 31 January 2018, the Sub-Fund held 34 Suspended Stocks, the fair value of which is approximately RMB3,112,720,80 and accounted for 5.28% of the Sub-Fund’s Net Asset Value as of 31 January 2018. There is no active market on any stock exchange or current market price for such Suspended Stocks.

To allow Unitholders to receive redemption proceeds of Units at fair value without undue delay, the Manager will enter into a purchase agreement with the Trustee (acting on behalf of the Sub-Fund) (the “Suspended Stocks Purchase Agreement”), pursuant to which the Manager will purchase the receivables from the Suspended Stocks, comprising (i) the dividends (if any) from the Suspended Stocks and (ii) proceeds from disposal of the Suspended Stocks as and when they become liquid (the “Suspended Stocks Receivables”), in consideration for a cash payment by the Manager to the Sub-Fund at the fair value of the Suspended Stocks, as valued at the relevant time (please see section 3.2 for the relevant time for valuation of the Suspended Stocks for each scenario) (the “Suspended Stocks Purchase Price”). The Manager will pay the Suspended Stocks Purchase Price to the Trustee (on behalf of the Sub-Fund) on the Compulsory Redemption Date, so that the Suspended Stocks Purchase Price will form part of the proceeds payable to the Relevant Investors on compulsory redemption of Units.

Upon the compulsory redemption of all Units and payment of redemption proceeds (as discussed in section 3), the Suspended Stocks shall be held by the Trustee on trust in the name of the Sub-Fund. When the Suspended Stocks becomes liquid or are otherwise disposed of, the Manager will, pursuant to the Suspended Stocks Purchase Agreement, be entitled to receive a payment from the Trustee (acting on behalf of the Sub-Fund) out of the Suspended Stocks Receivables, up to the Suspended Stocks Purchase Price. This means that, if the value of the Suspended Stocks Receivables is lower than the Suspended Stocks Purchase Price (i.e. the amount the Manager paid to the Sub-Fund), the Manager will only recover up to the value of Suspended Stocks Receivables available and it will bear the loss in its corporate capacity, and no Unitholder will be liable for the shortfall. If the value of the Suspended Stocks Receivables is higher than the Suspended Stocks Purchase Price, the Manager will receive the amount at the Suspended Stocks Purchase Price, and the Trustee shall donate the excess amount (after deducting the costs of holding and disposing of the Suspended Stocks following the compulsory redemption of Units) to a charity chosen by the Manager upon consultation with the Trustee, in accordance with new Clause 35.8B of the Trust Deed (please see section 6 for details).

The Manager considers that the arrangements as set out above, which allow Unitholders to receive proceeds from the redemption of Units at fair value without undue delay, are in the best interest of the Sub-Fund and the Unitholders as a whole. The Trustee does not have any objection to such arrangement.

2.2 Determining the Fair Value of Suspended Stocks

Fair valuation of the Suspended Stocks is applied to the determination of the Net Asset Value of the Sub-Fund, to the extent Net Asset Value is determined (please refer to section 7.3), including on the Determination Date and the Compulsory Redemption Date. This section gives a brief summary of the procedures and policies of the determination of fair value of the Suspended Stocks.

The fair value of each Suspended Stock is determined by the BlackRock Asia Pacific Pricing team in accordance with BlackRock’s valuation policy, and is reviewed and approved by the BlackRock Valuation Committee, which acts independently from the portfolio management and trade execution teams of the Manager. In particular, with regards to the Suspended Stocks, valuation will be based on specific information about the financial conditions of the relevant company (such as news or announcements) and/or a proxy such as the equivalent H shares or a CSI sector index appropriate for the relevant company.

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The fair values approved by the BlackRock Valuation Committee, in consultation with the Trustee, are then applied to the Net Asset Value.

These fair valuation procedures and policies are consistently applied across all funds and other mandates managed by the Manager and/or its affiliates which hold the relevant Suspended Stock.

3. What will happen after the Trading Cessation Date?

3.1 Immediately from the Trading Cessation Date

Effective from the Trading Cessation Date, the Units of the Sub-Fund will cease trading on the SEHK. This means that investors will only be allowed to buy or sell Units on the SEHK until (and including) the Last Trading Day which is 2 March 2018 and will not be allowed to do so from the Trading Cessation Date onwards.

3.2 From the Determination Date to the Delisting Date

Units in issue as at the Record Date held by those investors who remain invested as at the Record Date (the “Relevant Investors”) i.e. those investors who do not sell their Units in the Sub-Fund on or before the Last Trading Day will be compulsorily redeemed in accordance with new Clause 35.8B of the Trust Deed (please see section 6). Depending on the fair value of the Suspended Stocks on 9 March 2018 (the “Determination Date”), the compulsory redemption will be carried out under either one of two possible scenarios, described in sections 3.2.1 and 3.2.2 respectively.

An announcement will be issued on or one business day after the Determination Date to inform investors of the value of Suspended Stocks (determined at fair value) and, depending on whether such fair value is above or below the Threshold, whether Scenario A or Scenario B will occur.

3.2.1 Scenario A – no Interim Distribution will be made before compulsory redemption

If the fair value of Suspended Stocks as at the Determination Date is at or below the equivalent of USD 800,000 (the “Threshold”), no Interim Distribution will be made.

Around 10 Business Days prior to the Delisting Date, the Manager will pay the Suspended Stocks Purchase Price (at the fair value of the Suspended Stocks on such date), and redeem all Units in the Sub-Fund in accordance with new Clause 35.8B of the Trust Deed. (such date being the “Compulsory Redemption Date”). For Scenario A, the Delisting Date is expected to be on or around 1 June 2018.

After consulting with the Sub-Fund’s auditor, the “Redemption Value” will be determined on the Compulsory Redemption Date, being the Net Asset Value of the Units then in issue on such date (which, for the avoidance of doubt, will include the Suspended Stocks Purchase Price). Each Relevant Investor will be entitled to an amount equal to a portion of the Redemption Value in proportion to the Relevant Investor’s interests in the Sub-Fund as at the Compulsory Redemption Date (the “Redemption Payment”). Redemption proceeds will be paid in RMB cash (for both the RMB counter and the HKD counter) to each Relevant Investor on the Redemption Payment Date, which will be at least 5 business days prior to the Delisting Date.

An announcement will be issued on or shortly following the Compulsory Redemption Date to inform investors of the Redemption Value and the Redemption Payment Date.

After the Units are fully redeemed and on or around 1 June 2018 (subject to approval by the SEHK), the Sub-Fund will be delisted from the SEHK.

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3.2.2 Scenario B – Interim Distribution(s) made before compulsory redemption

If the fair value of Suspended Stocks as at the Determination Date is above the Threshold, Interim Distribution(s) will be made to Relevant Investors.

The Manager will, after having consulted the Trustee and the Sub-Fund’s auditors, make a first distribution of the assets of the Sub-Fund (the “First Interim Distribution”) on or around 3 April 2018 (the “First Interim Distribution Date”) to the Relevant Investors, in respect of the proceeds from the realised assets of the Sub-Fund, i.e. all assets of the Sub-Fund except the Suspended Stocks. An announcement will be issued no later than 2 April 2018 setting out the amount of the First Interim Distribution per Unit to be payable on or around 3 April 2018.

After 3 April 2018, when certain Suspended Stocks resume trading and are disposed, further interim distribution(s) (each a “Further Interim Distribution”) will be made to Relevant Investors at such interval as determined by the Manager, after the First Interim Distribution Date and prior to the Redemption Payment Date. An announcement will be issued on the business day before each Further Interim Distribution Date setting out the amount of the relevant Further Interim Distribution per Unit payable.

After the fair value of Suspended Stocks falls and remains below the Threshold, the Manager will, on the Compulsory Redemption Date, pay the Suspended Stocks Purchase Price (at the fair value of the Suspended Stocks on such date), and redeem all Units in the Sub-Fund in accordance with new Clause 35.8B of the Trust Deed. The Delisting Date (to be announced in due course) will be around 10 business days after the Compulsory Redemption Date, which will depend on when the fair value of the Suspended Stocks falls and remains below the Threshold. The Redemption Value and the Redemption Payment (determined by the Manager in consultation with the Trustee and the auditors of the Sub-Fund) will be determined in the same way as under Scenario A (please see section 3.2.1), on the Compulsory Redemption Date. Redemption proceeds will be paid in RMB cash (for both the RMB counter and the HKD counter) to each Relevant Investor on the Redemption Payment Date.

An announcement will be issued on or shortly following the Compulsory Redemption Date to inform investors of the Redemption Value and the Redemption Payment Date, which will be at least 5 business days prior to the Delisting Date.

After the Units are fully redeemed and subject to approval by the SEHK (such date to be advised in due course), the Sub-Fund will be delisted from the SEHK.

During the period from the Trading Cessation Date until the Delisting Date, the Sub-Fund will continue to have listing status on the SEHK, and the Sub-Fund will remain authorised by the SFC, although it will be operated only in a limited manner (as described in section 5.2 below). The Manager has therefore applied to the SFC, and has been granted, waivers from strict compliance of certain provisions of the Code for the period from the Trading Cessation Date to the date of Deauthorisation. The details and the conditions on which such waiver is granted are as described in section 6 below.

3.3 After the Delisting Date

The Delisting will take place either on or shortly after the compulsory redemption of Units.

After the Delisting Date, the Sub-Fund will cease to be listed on the SEHK but will remain authorised by the SFC, until all Suspended Stocks are realised and all Suspended Stocks Receivables are paid according to the Suspended Stocks Purchase Agreement.

Following Deauthorisation, the Sub-Fund will no longer be subject to regulation by the SFC. Any product documentation for the Sub-Fund previously issued to investors, including the Prospectus, should be retained for personal use only and not for public circulation. Further, stockbrokers, financial intermediaries and investors must not circulate any marketing or other product documentation relating to the Sub-Fund to the public in Hong Kong as this may be in breach of the SFO.

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Page 10: iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given

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Further details are provided in the following timetable:

Dispatch of this Announcement and Notice 2 February 2018 (Friday)

No further creation of Units in the Sub-Fund from this date 5 February 2018 (Monday)

Last day for dealings in the Units in the Sub-Fund on the SEHK and last day for redemption of Units in the Sub-Fund by Participating Dealers (the “Last Trading Day”)

2 March 2018 (Friday)

Dealings in the Units in the Sub-Fund on the SEHK cease (the “Trading Cessation Date”) and no further redemption of Units of the Sub-Fund, i.e. same date on which the Manager will start to realise all the assets of the Sub-Fund and the Sub-Fund will cease to be able to track its Underlying Index.

5 March 2018 (Monday)

The date as at which an investor needs to be recorded by HKSCC as the beneficial owner of Units of the Sub-Fund which are registered in the name of HKSCC Nominees Limited and held in CCASS to be entitled to the Interim Distribution(s) (if any) and the payment of redemption proceeds following compulsory redemption of Units (the “Record Date”)

7 March 2018 (Wednesday)

The date as at which the Manager will determine whether any Interim Distribution will be made (the “Determination Date”).

An announcement will be issued on or one business day after this date to inform investors of the fair value of Suspended Stocks and, depending on whether such fair value is above or below the Threshold, whether any Interim Distribution will be made.

9 March 2018 (Friday)

After the Determination Date, either Scenario A or Scenario B will occur:

SCENARIO A

The date on which all Units in the Sub-Fund will be compulsorily redeemed in accordance with new Clause 35.8B of the Trust Deed and, after having consulted with the Sub-Fund’s auditor, the relevant Redemption Value will be determined (the “Compulsory Redemption Date”).

An announcement will be issued on or shortly following the Compulsory Redemption Date to inform investors of the Redemption Value and the Redemption Payment Date.

On or around 17 May 2018 (Thursday)

The date on which redemption proceeds will be paid to Relevant Investors (the “Redemption Payment Date”)

On or around 25 May 2018 (Friday)

Delisting of the Sub-Fund (the “Delisting Date”)

An announcement will be issued on or shortly before the Delisting Date to inform investors of the Delisting Date.

On or around 1 June 2018 (Friday), which is the date on which the SEHK approves the Delisting.

Termination and deauthorisation of the Sub-Fund On or shortly after the termination date, on a date as approved by the SFC, after the Manager and the Trustee have formed the view that there remains no actual or contingent assets or liabilities attributable to the Sub-Fund

Page 11: iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given

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SCENARIO B

The date on which the First Interim Distribution will be made to Relevant Investors (the “First Interim Distribution Date”)

An announcement will be issued at least 1 business day prior to the First Interim Distribution Date, setting out the value to be distributed.

On or around 3 April 2018 (Tuesday)

Further Interim Distributions (if any) will be made to Relevant Investors at such intervals as determined by the Manager as certain Suspended Stocks resume trading and are disposed of by the Sub-Fund (each a “Further Interim Distribution Date”)

An announcement will be issued at least 1 business day prior to each Further Interim Distribution Date, setting out the value to be distributed.

After 3 April 2018 (Tuesday) (i.e. the First Interim Distribution Date) and prior to the Redemption Payment Date

On such date as determined by the Manager (after the fair value of Suspended Stocks falls and remains below the Threshold) all Units in the Sub-Fund will be compulsorily redeemed in accordance with new Clause 35.8B of the Trust Deed and, after having consulted with the Sub-Fund’s auditor, the relevant Redemption Value will be determined (the “Compulsory Redemption Date”).

An announcement will be issued on or shortly following the Compulsory Redemption Date to inform investors of the Redemption Value and the Redemption Payment Date.

Around 5 business days prior to the Redemption Payment Date

The date on which redemption proceeds will be paid to Relevant Investors (the “Redemption Payment Date”)

At least 5 business days prior to the Delisting Date

Delisting of the Sub-Fund (the “Delisting Date”)

An announcement will be issued on or shortly before the Delisting Date to inform investors of the Delisting Date.

To be announced in due course.

Termination and deauthorisation of the Sub-Fund On or shortly after the termination date, on a date as approved by the SFC, after the Manager and the Trustee have formed the view that there remains no actual or contingent assets or liabilities attributable to the Sub-Fund

The Manager will, on a weekly basis from the date of this Announcement and Notice to the Last Trading Day, issue reminder announcements informing and reminding investors of the Last Trading Day, the Trading Cessation Date and the Record Date. In addition, the Manager will issue a further announcement on or one business day after 9 March 2018 to inform investors of the fair value of Suspended Stocks and whether Scenario A or Scenario B will occur.

Further announcements will also be issued to inform the investors of the First Interim Distribution Date (if any), the Further Interim Distribution Date(s) (if any), the Compulsory Redemption Date, the Redemption Payment Date, and the Delisting Date, as and when appropriate in accordance with the applicable regulatory requirements. If there is any change to the dates mentioned in this section, the Manager will issue an announcement informing the Relevant Investors of the revised dates.

All stockbrokers and financial intermediaries are urged to forward a copy of this Announcement and Notice, together with any further announcements, to their clients investing in the Units of the Sub-Fund, and inform them of the contents of this Announcement and Notice, and any further announcements, as soon as possible.

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4. Potential actions to be taken by investors on or before the Last Trading Day

4.1 Trading on the SEHK on any trading day up to (and including) the Last Trading Day

On any trading day up to (and including) the Last Trading Day, an investor may continue to buy or sell its Units in the Sub-Fund on the SEHK in accordance with the usual trading arrangements, during the trading hours of the SEHK and based on the prevailing market prices. The Market Makers of the Sub-Fund will continue to perform their market making functions in accordance with the Trading Rules of the SEHK in respect of the Sub-Fund.

Investors should note that stockbrokers or other financial intermediaries may impose brokerage fees on any sale of the Units of the Sub-Fund on the SEHK on investors, and a transaction levy (at 0.0027% of the price of the Units of the Sub-Fund or such other applicable rate) and a trading fee (at 0.005% of the price of the Units of the Sub-Fund) will be payable by each of the buyer and the seller of the Units.

No charge to stamp duty will arise in Hong Kong in respect of sale or purchase of Units of the Sub-Fund on the SEHK.

The trading price of Units of the Sub-Fund may be below or above the Net Asset Value per Unit of the Sub-Fund.

4.2 Holding Units after the Last Trading Day

For Relevant Investors who are still holding Units in the Sub-Fund after the Last Trading Day, the Manager will compulsorily redeem Units held by the Relevant Investors. Each Relevant Investor will be entitled to an amount equal to the Redemption Payment, being the Net Asset Value in proportion to the Relevant Investor’s interests in the Sub-Fund as at the Compulsory Redemption Date. The Sub-Fund’s then Net Asset Value will be the total value of the net proceeds from the realisation of the assets of the Sub-Fund, which for the avoidance of doubt includes the Suspended Stocks Purchase Price as described in sections 3.2.1 and 3.2.2 above.

If the fair value of Suspended Stocks as at the Determination Date is above the Threshold, i.e. if Scenario B occurs, each Relevant Investor will be entitled to a First Interim Distribution and may also be entitled to Further Interim Distribution(s) before the fair value of the Suspended Stocks falls below the Threshold and the compulsory redemption takes place.

Each of the First Interim Distribution (if any), the Further Interim Distribution(s) (if any) and the Redemption Payment is expected to be paid to the accounts of each Relevant Investor’s financial intermediary or stockbroker maintained with CCASS on or around the date the relevant payment is declared. The Manager will issue further announcement(s) to inform the Relevant Investors of the exact day of payment of the First Interim Distribution (if any), the Further Interim Distribution(s) (if any) and the Redemption Payment in respect of the Sub-Fund, in due course. Upon payment of the Redemption Payment, the Relevant Holders, as former unitholders in the Sub-Fund, shall have no interest in the Sub-Fund and all rights of such former Relevant Holders shall be extinguished.

If there is any change to the dates mentioned in this paragraph, the Manager will issue an announcement informing the Relevant Investors of the revised dates.

IMPORTANT NOTE: Investors should note and consider the risk factors as set out in section 9.1 below and consult with their professional and financial advisers before disposing of any Units in the Sub-Fund. If an investor disposes of its Units in the Sub-Fund at any time on or before the Last Trading Day, such investor will not, in any circumstances, be entitled to any portion of the First Interim Distribution (if any), the Further Interim Distribution(s) (if any) and/or the Redemption Payment for the Sub-Fund, in respect of any Units of the Sub-Fund so disposed. Investors should therefore exercise caution and consult with their professional and financial advisers before dealing in their Units in the Sub-Fund or otherwise deciding on any course of action to be taken in relation to their Units in the Sub-Fund.

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5. Consequences of the commencement of the cessation of trading

5.1 Continued existence of the Sub-Fund

The Sub-Fund will maintain its SEHK listing status after the cessation of trading, until the Delisting. After the Redemption Payment Date, the Manager will apply to the SEHK for the Delisting of the Sub-Fund.

The Sub-Fund will also maintain its SFC authorisation status after the cessation of trading. After the Redemption Payment Date, the Trustee will hold any outstanding assets (namely, the Suspended Stocks) on trust in the name of the Sub-Fund. It is intended that the Sub-Fund will maintain its SFC authorisation status until all Suspended Stocks are realised and all Suspended Stocks Receivables are paid according to the Suspended Stocks Purchase Agreement, after which the Manager will proceed with applying to the SFC for Deauthorisation.

5.2 Limited operation of the Sub-Fund

During the period from the Trading Cessation Date until the Delisting, the Sub-Fund will only be operated in a limited manner as there will not be any trading of Units in the Sub-Fund, and the Sub-Fund will have no investment activities from the Trading Cessation Date onwards.

Relevant Investors are reminded to contact their stockbrokers or financial intermediaries to check whether there will be any fees or charges including custody fees that they may need to bear with regard to their unitholding in the Sub-Fund during the period from the Trading Cessation Date up till the Compulsory Redemption Date.

6. Amendment to Trust Deed

The Manager and the Trustee have entered into a supplemental deed to amend the Trust Deed by adding a new Clause 35.8B with effect from 2 March 2018. Clause 35.8B is set out below:

“35.8B Upon the Manager giving notice to the Trustee to terminate the Trust or one or more Sub-Funds in accordance with Clause 35.6, 35.7 or 35.8 where the assets of the relevant Sub-Fund include Securities that cannot be traded on exchange or otherwise be disposed of, the Manager may, upon consultation with the Trustee, compulsorily redeem at Net Asset Value of all the Units then in issue of the relevant Sub-Fund(s), following which the relevant Sub-Fund(s) may be terminated in accordance with the provisions of this Deed. Upon such redemption and payment of redemption proceeds, former Holders shall have no interest in the relevant Sub-Fund and all rights of such former Holders shall be extinguished. Where, following such compulsory redemption of Holders, there shall for whatever reason continue to be any outstanding assets, such assets shall be held by the Trustee on trust in the name of the Sub-Fund until such time as the Trustee, on advice of the Manager, shall determine that no liabilities, contingent or otherwise, exist or shall arise. If, having applied such assets in satisfaction of liabilities, the Trustee shall continue to hold any assets in the name of the Sub-Fund, the excess assets shall be donated by the Trustee, on instruction of the Manager, to a charity chosen by the Manager upon consultation with the Trustee. The Manager shall notify the SFC in advance the circumstance where it proposes to compulsorily redeem Holders of a Sub-Fund in accordance with this provision and shall agree with the SFC appropriate methods of notification of Holders in the relevant Sub-Fund prior to such compulsory redemption and termination.”

For the avoidance of doubt, the power of compulsory redemption pursuant to new Clause 35.8B will not be invoked until after the effective date of this clause, i.e. 2 March 2018. The amendment to the Trust Deed does not require Unitholders’ approval pursuant to the Trust Deed. The Trustee does not have any objection to the amendments. The amendment does not amount to a material change to the Sub-Funds and do not materially prejudice the rights or interests of investors of the Sub-Funds, and there will be no material change or increase in the overall risk profile of the Sub-Funds following the amendments.

Page 14: iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given

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7. Waiver

7.1 Background

As set out in section 3.2 above, while the Units in the Sub-Fund will cease trading effective from the Trading Cessation Date, the Sub-Fund will remain in existence after the Trading Cessation Date. The Sub-Fund will maintain its SEHK listed status until the Delisting. The Sub-Fund will also maintain its SFC authorised status until all Suspended Stocks are realised and all Suspended Stocks Receivables are paid according to the Suspended Stocks Purchase Agreement. However, following the date of this Announcement and Notice, there will be no further creation of Units, and from the Trading Cessation Date onwards: (i) there will be no further trading of Units and no further redemption of Units in the Sub-Fund; (ii) the Manager will start to realise all the liquid assets of the Sub-Fund and the Sub-Fund will therefore cease to track its Underlying Index. Therefore the Sub-Fund will not be able to meet its respective investment objective of tracking the performance of its Underlying Index; (iii) the Sub-Fund will no longer be marketed to the public; and (iv) the Sub-Fund will mainly hold cash and/or Suspended Stocks, and will only be operated in a limited manner.

Accordingly, with a view to minimising further costs, fees and expenses in managing the Sub-Fund following the Trading Cessation Date and in the best interest of investors, the Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with certain provisions of the Code for the period from the Trading Cessation Date to the date of Deauthorisation.

The details of the waiver granted and the conditions on which such waiver was granted are set out in this section 7.

7.2 Publishing of the suspension of dealing

Under Chapter 10.7 of the Code, the Manager is required to: (a) immediately notify the SFC if dealing in Units of the Sub-Fund ceases or is suspended; and (b) publish the fact that dealing is suspended immediately following the decision to suspend and at least once a month during the period of suspension in an appropriate manner (the requirements under (b) are referred to as the “Investor Notification Requirements”).

The Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with the Investor Notification Requirements under Chapter 10.7 of the Code (for the period from the Trading Cessation Date to the Deauthorisation date), subject to the conditions that a statement shall be posted in a prominent position of the Manager’s website from the Trading Cessation Date until the date of Deauthorisation to notify investors that the Units of the Sub-Fund have ceased trading on the SEHK from 5 March 2018, and draw investors’ attention to this Announcement and Notice and all other relevant announcements.

Because the Sub-Fund will retain its SEHK listing status after the Last Trading Day (2 March 2018) until the date of Delisting, investors may continue to access further announcements in relation to the Sub-Fund via the HKEx’s website during such period. Announcements will also be accessible via the Manager’s website until the Deauthorisation. Also, according to the current policy of the SEHK (which may change from time to time), all announcements in relation to the Sub-Fund will remain published on the HKEx’s website for a period of at least five years after the date of Delisting.

7.3 Provision of the estimated Net Asset Value or R.U.P.V.1 and last closing Net Asset Value on a real time or near real time basis

Under Paragraphs 4, and 17(a) and (b) of Appendix I to the Code, the Manager is required to provide the estimated Net Asset Value or R.U.P.V. and last closing Net Asset Value of the Sub-Fund to the public on a real time or near real time basis unless otherwise waived, via any suitable channels in paragraph 18 of Appendix I of the Code (which include the Sub-Fund’s own website).

1 R.U.P.V stands for “Reference Underlying Portfolio Value” which is updated at 15-second intervals during trading hours.

Page 15: iShares Asia Trust (the “Trust”) · and new Clause 35.8B of the Trust Deed to terminate the Sub-Fund and to compulsorily redeem all Units of the Sub-Fund. The Manager has given

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As following the date of this Announcement and Notice, there will be no further creation of Units in the Sub-Fund, and from the Trading Cessation Date onwards, there will be no further trading of Units in the Sub-Fund and no further redemption of Units in the Sub-Fund, and the Sub-Fund will mainly hold cash and Suspended Stocks and only be operated in a limited manner, the Manager proposes and the Trustee consents that the Net Asset Value per Unit of the Sub-Fund will be updated on the Manager’s website only when there is any event which causes that Net Asset Value to change. The Manager and the Trustee expect that the events which will cause the Net Asset Value per Unit of the Sub-Fund to change include (but are not limited to) the following:

(i) any change in value of the scrip dividend (if any) of the underlying stocks;

(ii) the First Interim Distribution (if any, please refer to section 3.2.2 above);

(iii) the Further Interim Distribution(s) (if any, please refer to section 3.2.2 above);

(iv) dividends from the Suspended Stocks (if any);

(v) realisation of Suspended Stock(s) upon resumption of trading; and

(vi) any deduction of transaction costs or taxes relating to the realisation of assets of the Sub-Fund.

Accordingly, the Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with the above-mentioned requirements under Paragraphs 4, and 17(a) and (b) of Appendix I to the Code (for the period from the Trading Cessation Date to the Deauthorisation Date), subject to the following conditions:

(A) the Net Asset Value per Unit of the Sub-Fund as of the following dates will be published on the Manager’s website:

(i) 2 March 2018 (i.e. the Last Trading Day);

(ii) the First Interim Distribution Date (if any);

(iii) each Further Interim Distribution Date (if any);and

(iv) the Compulsory Redemption Date.

(B) the Manager shall update the latest available Net Asset Value per Unit of the Sub-Fund on the Manager’s website as soon as practicable should there be any other change to the Net Asset Value of the Sub-Fund including but not limited to changes arising from:

(i) any change in value of the scrip dividend (if any) of the underlying stocks;

(ii) dividends from the Suspended Stocks (if any);

(iii) realisation of Suspended Stock(s) upon resumption of trading; and

(iv) any deduction of transaction costs or taxes relating to the realisation of assets of the Sub-Fund.

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7.4 Updating of the Prospectus

Under Chapters 6.1 and 11.1B of the Code, the Prospectus must be up-to-date and must be updated to incorporate any relevant changes to the Sub-Fund.

In view of the cessation of trading of Units of the Sub-Fund from the Trading Cessation Date, and there being no further creation or redemption of Units of the Sub-Fund, the Manager considers that it is not necessary to update the Prospectus (which by their nature are offering documents) to reflect any future changes to the Sub-Fund.

As such, the Manager has applied to the SFC for, and has been granted, a waiver from strict compliance with the above-mentioned requirements under Chapters 6.1 and 11.1B of the Code (for the period from the Trading Cessation Date to the Deauthorisation date) so that the Prospectus need not be updated (in respect of disclosure affecting the Sub-Fund only) from the Trading Cessation Date..

Without prejudice to the other obligations of the Manager under Chapter 11.1B of the Code, the Manager has undertaken and confirmed with the SFC that it shall:

(A) promptly notify investors of any changes to the Sub-Fund or to the Prospectus by means of publishing the announcement(s) on its and the HKEx’s websites (each, a “Relevant Future Announcement”);

(B) ensure that each Relevant Future Announcement shall include a statement to refer investors to read this Announcement and Notice together with the Prospectus, and any other Relevant Future Announcement(s); and

(C) issue an updated Prospectus on or before the Deauthorisation Date to remove all references to the Sub-Fund.

7.5 Other related matter

The Manager confirms that, save for the particular provisions of the Code set out in sections 7.2 to 7.4 above, the Manager will continue to comply with all the other applicable provisions of the Code, the applicable provisions in the Trust Deed and other applicable laws and regulations in respect of the Sub-Fund.

8. Costs

As indicated in section 4.1 above, investors’ stockbrokers or financial intermediaries may levy certain fees and charges for any orders to dispose of Units in the Sub-Fund on or before the Last Trading Day.

All redemptions of Units in the Sub-Fund by the Participating Dealers will be subject to the fees and costs as set out in the Sub-Fund’s Prospectus. The Participating Dealers may pass on to the relevant investors such fees and costs. The Participating Dealers may also impose fees and charges in handling any redemption request which would also increase the cost of redemption. Investors are advised to check with the Participating Dealers as to the relevant fees, costs and charges.

The Manager will bear all costs and expenses associated with the termination of the Sub-Fund (other than normal operating expenses such as transaction costs and any taxes relating to the liquidation of assets of the Sub-Fund) from the date of this Announcement and Notice until the termination. The Manager will continue to charge a Management Fee up to and including the Compulsory Redemption Date.

For your information, the ongoing charges over a year* as disclosed in the Prospectus for the Sub-Fund is 0.95%.

* The ongoing charges figures are based on expenses for the year ended 31 December 2016 for the Sub-Fund expressed as a percentage of the NAV for the Sub-Fund.

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The Manager does not expect that the termination of the Sub-Fund will impact the figures disclosed above for ongoing charges. Please note for completeness the ongoing charges figures shown above are calculated in accordance with the guidance under the relevant SFC circular, and exclude the following costs and expenses associated with the termination of the Sub-Fund (which are to be borne by the Sub-Fund and by extension, its Unitholders): (i) normal operating expenses such as transaction costs and (ii) any taxes relating to the liquidation of assets of the Sub-Fund.

The Sub-Fund does not have any unamortised preliminary expense or contingent liabilities (such as outstanding litigation) as at the date of this Announcement and Notice.

9. Other matters

9.1 Other implications of the proposed cessation of trading, the proposed termination of the Sub-Fund and the proposed Deauthorisation and Delisting

In consequence of this Announcement and Notice and the proposed cessation of trading, the proposed termination of the Sub-Fund and the proposed Deauthorisation and Delisting, investors should note and consider the following risks:

Suspension of primary market redemption risk – There is currently no active market for the Suspended Stocks. If the size of the Sub-Fund drops before the Last Trading Day and/or the proportion of the fair value attributed to the Suspended Stocks (as a percentage of the Net Asset Value of the Sub-Fund) increases (for instance, due to market conditions), the Sub-Fund may experience an increase in tracking error. In such situations and in order to protect the interests of all Unitholders remaining until the Last Trading Day, the Manager may exercise its powers under the Trust Deed to suspend redemptions of Units by Participating Dealers before the Last Trading Day. Specifically, under clause 7.14 of the Trust Deed, the Manager may exercise its power under a number of circumstances, including (i) during any period when dealings on a market on which a security (that is a component of the underlying index for the Sub-Fund) has its primary listing are restricted or suspended and/or (ii) during the existence of any state of affairs as a result of which disposal of investments for the time being comprised in the Sub-Fund cannot, in the opinion of the Manager, be effected normally. Such decision may be taken after considering the proportion of the fair value attributed to the Suspended Stocks (out of the current Net Asset Value of the Sub-Fund) and the overall liquidity profile of the remaining portfolio of the Sub-Fund.

In such circumstances, there is a risk that the effective arbitrage mechanism as between creations/redemptions of Units at Net Asset Value and purchase/sale of Units in the secondary market on The Stock Exchange of Hong Kong Limited at such Units’ trading price(s) may be affected. Accordingly there is a risk that this may result in an increase in the discount or premium of the trading price of Units to the Net Asset Value per Unit.

Furthermore, if investors dispose of their Units in the secondary market before the Last Trading Day, the amount of proceeds they receive from selling their Units may be lower or higher than the total amount of distribution(s) they may otherwise receive after the Last Trading Day, following the liquidation of assets of the Sub-Fund by the Manager. Investors should consider the potential benefits and drawbacks of when to dispose their Units, in particular if the Units are trading on the secondary market at a significant discount to the then applicable Net Asset Value per Unit.

If suspension of redemption of Units by Participating Dealers remains in place after the Last Trading Day, all dealings (including primary market redemptions by Participating Dealers) will cease as per the timetable set out in this announcement, and accordingly, the circumstances set out in section 3 of this announcement will apply.

Liquidity risk – Trading of Units in the Sub-Fund on the SEHK from the date of this Announcement and Notice may become less liquid.

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Units trading at a discount or premium and Market Makers’ inefficiency risk – Although up to (and including) the Last Trading Day, the Market Makers will continue to perform their market making functions in respect of the Sub-Fund in accordance with the Trading Rules of the SEHK, Units in the Sub-Fund may trade on the secondary market at a discount compared to their Net Asset Value per Unit. This is because many investors may want to sell their Units in the Sub-Fund after the Proposal has been announced but there may not be many investors in the market who are willing to purchase such Units. On the other hand, it is also possible that the Units of the Sub-Fund may trade at a premium because there will be no creation of new Units from 5 February 2018 and consequently the divergence between the supply of and demand for such Units may be larger than usual. The Market Makers may not be able to effectively perform their market making activities to provide liquidity for the trading of Units in the Sub-Fund on the SEHK in such market situations. As a result, the price volatility of the Units in the Sub-Fund may be higher than usual from the date of this Announcement and Notice up to (and including) the Last Trading Day.

Tracking errors during the period from the date of this Announcement and Notice to the Last Trading Day risk – It is possible that the size of the Sub-Fund may drop drastically before the Last Trading Day. This may impair the Manager’s ability to fulfill the investment objectives of the Sub-Fund and result in significant tracking error. Where the size of the Sub-Fund becomes so small that the Manager considers that it is not in the best interest of the Sub-Fund to continue to invest in the market, the Manager may decide to convert the whole or part of the investments of the Sub-Fund into cash or deposits in order to protect the interest of the investors of that Sub-Fund. Please also note that in the event there are large Redemption Application(s) of Units made in the period following the date of this Announcement and Notice and up to the Last Trading Day, the Sub-Fund will seek to realise its assets in order to meet such Redemption Application(s) and as a result may hold a higher amount of cash than usual. If this occurs, the Sub-Fund may be subject to a larger tracking error than usual and may no longer be able to meet its investment objective of tracking the performance of its Underlying Index.

Delayed compulsory redemption risk – If the fair value of Suspended Stocks is above the Threshold as at the Determination Date, the compulsory redemption will be delayed and Interim Distribution(s) will be made. The time required for the fair value of Suspended Stocks to drop and remain below the Threshold is uncertain, which means there may be a delay in Relevant Investors getting the Redemption Value.

Net Asset Value adjustment risk – Changes in economic environment, consumption pattern and investors’ expectations may have significant impact on the value of the investments held by the Sub-Fund and there may be significant drop in value of the securities, including from the Date of this Announcement and Notice up to the Compulsory Redemption Date.

Failure to track the Underlying Index risk – The Manager will aim to realise all securities held by the Sub-Fund with effect from the Trading Cessation Date, save for the Suspended Stocks. Thereafter, the Sub-Fund’s assets will mainly be in cash. The Sub-Fund will only be operated in a limited manner. It therefore follows that, from the Trading Cessation Date, the Sub-Fund will cease to track their Underlying Index, and will not be able to meet its investment objective of tracking the performance of its Underlying Index

9.2 Tax implications

Based on the Manager’s understanding of the law and practice in force at the date of this Announcement and Notice, as the Trust and the Sub-Fund is a collective investment scheme authorised under Section 104 of the SFO, profits of the Sub-Fund derived from realisation of their assets are exempt from Hong Kong profits tax. Notwithstanding that profits of the Sub-Fund derived from realisation of its assets are exempt from Hong Kong profits tax, the Sub-Fund may be subject to tax in certain jurisdictions where investments are made on income or capital gains derived from such investments. Furthermore such taxes can be substantial and the Sub-Fund may not be able to recover those taxes, which could adversely impact its Net Asset Value.

No Hong Kong profits tax shall generally be payable by investors in respect of the First Interim Distribution (if any), each Interim Distribution (if any) and the Redemption Payment, to the extent of distribution of profits and/or capital of the Sub-Fund. For investors carrying on a trade, profession or business in Hong Kong, profits derived in redemption or disposal of Units may be subject to Hong Kong profits tax if the profits in question arise in or are derived from such trade, profession or business are sourced in Hong Kong and the Units are revenue assets of the investors.

Investors should consult their professional tax advisers as to their particular tax position.

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9.3 Connected party transaction

The purchase of the Suspended Stocks Receivables by the Manager, in consideration for the Suspended Stock Purchase Price payable to the Sub-Fund, pursuant to the Suspended Stock Purchase Agreement will amount to a transaction between the Sub-Fund and the Manager. Pursuant to Chapter 10.11 of the Code, such transaction carried out on behalf of the Sub-Fund must be at arm’s length. The Trustee had provided its written consent to (i) the payment of the Suspended Stock Purchase Price by the Manager and (ii) the subsequent transfer of the Suspended Stocks Receivables to the Manager (up to the Suspended Stocks Purchase Price), as required by Chapter 10.11 of the Code.

Other than as disclosed above, none of the connected persons of the Manager and/or the Trustee* is involved in any transaction in relation to the Sub-Fund, nor holds any interest in the Sub-Fund.

* Please note The Hongkong and Shanghai Banking Corporation Limited (“HSBC Limited”), a Participating Dealer, is a connected person of the Trustee and may hold a substantial amount of Units in the Sub-Fund from time to time. HSBC Limited may decide to dispose of all or part of their Units, either by selling the Units on the SEHK or by redeeming the Units in the primary market, after being informed of the Proposal via this Announcement and Notice. Any disposal of Units by HSBC Limited, which is beyond the control of the Manager, may significantly reduce the size of the Sub-Fund and impair the Manager’s ability to fulfill the investment objectives of the Sub-Fund and result in significant tracking error. Please refer to “Tracking errors during the period from the date of this Announcement and Notice to the Last Trading Day risk” in section 9.1 above.

10. Change of Application Unit size

From the date of this Announcement, the Application Unit size of the Sub-Fund will be reduced from 1,500,000 Units to 100,000 Units, to provide Participating Dealers with greater flexibility.

As no creation of Units will be accepted from 5 February 2018 onwards, this change in Application Unit size only affects redemption applications by Participating Dealers.

11. Documents available for inspection

A copy of the Trust Deed is available for inspection free of charge at the offices of the Manager and copies thereof may be obtained from the Manager at a cost of HK$150 per set. Copies of the (i) audited accounts and the half-yearly unaudited reports of the Trust and the Sub-Fund and (ii) the Prospectus are available from the Manager free of charge.

12. Enquiries

If you have any queries concerning this Announcement and Notice, please direct them to your stockbrokers or financial intermediaries or contact the Manager at (852) 3903 2823 during office hours (except Hong Kong statutory holidays) or by email: [email protected].

The Manager accepts full responsibility for the accuracy of the information contained in this Announcement and Notice and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, there are no other facts the omission of which would make any statement misleading.

BlackRock Asset Management North Asia Limitedas Manager of the Trust and the Sub-Fund2 February 2018

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13. Definitions

In this Announcement and Notice, unless the context otherwise requires, the following terms shall have the following meanings:

CCASS The Central Clearing and Settlement System established and operated by HKSCC or any successor system operated by HKSCC or its successors.

Code The Code on Unit Trusts and Mutual Funds issued by the SFC (as amended or replaced from time to time).

Compulsory Redemption Date The date when Units in the Sub-Fund are compulsorily redeemed in accordance with new Clause 35.8B of the Trust Deed.

Deauthorisation The deauthorisation of the Sub-Fund and its respective offering document by the SFC under section 106 of the SFO.

Delisting The delisting of the Sub-Fund from the SEHK.

First Interim Distribution Has the meaning given to that term in section 3.2.2 above.

First Interim Distribution Date (If Scenario B occurs) On or around 3 April 2018, being the date on which the First Interim Distribution of the Sub-Fund will take place.

Further Interim Distribution Has the meaning given to that term in section 3.2.2 above.

Further Interim Distribution Date (If Scenario B occurs) A date as determined by the Manager which will be after the First Distribution Date and prior to the Redemption Payment Date, being the date on which a Further Interim Distribution of the Sub-Fund will take place.

HKSCC Hong Kong Securities Clearing Company Limited or its successors.

Investor Notification Requirements Has the meaning given to that term in section 7.2 above.

Last Trading Day 2 March 2018, being the last day for dealings in the Units in the Sub-Fund on the SEHK and last day for redemption of Units in the Sub-Fund by Participating Dealers.

Management Fee The management fee as disclosed in the Prospectus.

Manager BlackRock Asset Management North Asia Limited or its successors.

Market Maker a broker or dealer permitted by the SEHK to act as such by making a market for the Units of the Sub-Fund in the secondary market on the SEHK.

Participating Dealer any licensed broker or dealer who is (or who has appointed an agent who is) admitted by HKSCC as either a Direct Clearing Participant or a General Clearing Participant (as defined in the General Rules of CCASS) in CCASS and who has entered into a Participation Agreement in respect of the Sub-Fund.

Proposal The proposal to terminate the Sub-Fund, and to voluntarily seek the Deauthorisation and the Delisting.

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Prospectus The Sub-Fund’s prospectus dated 1 January 2018 as supplemented from time to time.

Record Date 7 March 2018, being the date for the purpose of determining the beneficial owners of Units in the Sub-Fund who are entitled to the Interim Distribution(s) (if any) and the Redemption Payment in respect of the Sub-Fund.

Redemption Application Has the same meaning given to that term as set out in the Prospectus.

Redemption Payment Date The date on which proceeds of the compulsory redemption of Units will be paid to Relevant Investors, which will be at least 5 business days prior to the Delisting Date.

Redemption Value The Net Asset Value of the Units then in issue on the Compulsory Redemption Date (which, for the avoidance of doubt, will include the Suspended Stocks Purchase Price).

Relevant Future Announcement Has the meaning given to that term in section 7.4 above.

Relevant Investors Has the meaning given to that term in section 3.2 above.

SEHK The Stock Exchange of Hong Kong Limited or its successors.

SFC The Securities and Futures Commission of Hong Kong or its successors.

SFO The Securities and Futures Ordinance (Cap.571 Laws of Hong Kong).

Suspended Stocks Has the meaning given to that term in section 2 above.

Suspended Stocks Purchase Agreement Has the meaning given to that term in section 2 above.

Suspended Stocks Purchase Price Has the meaning given to that term in section 2 above.

Suspended Stocks Receivables Has the meaning given to that term in section 2 above.

Trading Cessation Date 5 March 2018, being the date on which the dealings in the Units of the Sub-Fund on the SEHK cease.

Trust Deed The trust deed dated 16 November 2001 between Barclays Global Investors North Asia Limited (now known as BlackRock Asset Management North Asia Limited) and the Trustee constituting the Trust, as amended from time to time.

Trustee HSBC Institutional Trust Services (Asia) Limited or its successors.

Underlying Index MSCI China A International Index.

Units In respect of the Sub-Fund, representing undivided shares in such Sub-Fund.

Unitholder A holder of Units in respect of the Sub-Fund.