Ann: Notice of General Meeting/Proxy Form, page-78

In my non-professional view “procure” has a special meaning in law, and, to me there is room to receive an offer but not enter into engaging the other competing party on it…………… but the company could address it to shareholders and to Yibin. Shareholders could vote on another offer. There is nothing to stop the company from procuring shareholders to accept another offer. That offer would have to be better than Yibin’s of course.

Wouldn’t you think that if someone comes to the table unsolicited (procure [Law]: persuade or cause (someone) to do something.) and in writing with a better offer………. AVZ would have to announce it? Bear in mind before Yibin Tianyi and AVZ formally commenced executing the SI, other parties may well have been advancing discussing finance and resource related matters. Who knows how advanced they are or were in their respective due diligence work? Key is solicited or unsolicited................legalese can be very liminal about breach or not.

Including the conditions of the subscription agreement………… my interpretation is that AVZ in an unsolicited manner, can still accept a better offer, provided, I suspect that AVZ would offer the same terms to Yibin as well.

So we could see an improvement in terms before this is sealed. I don’t read it as AVZ cannot accept another offer, it just cannot procure directly or indirectly. The company would have to be very careful about the act of ‘procure’……… how can Tianyi prove AVZ procured in the law sense of meaning?

All IMO & DYOR