Asia Grocery Distribution Limited (SEHK:8413) entered into a non-legally binding memorandum of understanding to acquire an unknown stake in Car-T (Shanghai) Biotech Company Limited from Shanghai Que Hai Biotech Partnership (Limited Partnership) on June 26, 2019. Asia Grocery Distribution Limited (SEHK:8413) entered into a sale and purchase agreement to acquire CAR-T (Shanghai) Biotechnology Co.,Ltd. from a group of shareholders for CNY 1.1 billion on April 24, 2020. As per terms, consideration for the acquisition and the manner of payment shall be further negotiated between Asia Grocery Distribution and Shanghai Que Hai Biotech Partnership and be determined in the formal agreement. Under the terms of the transaction, Asia Grocery will pay approximately CNY 570 million (HKD 630 million) through allotment and issuance of 3.14 billion shares at a price of CNY 0.18 (HKD 0.20) per share and approximately CNY 520 million (HKD 570 million) will be paid through the issuance of promissory notes. The memorandum of understanding (“MOU”) shall be terminated on the earlier of the date on which the formal agreement is executed or the expiry of the exclusivity period (six months from the date of the MOU or such other date agreed by Asia Grocery Distribution and Shanghai Que Hai Biotech Partnership). Asia Grocery Distribution and Shanghai Que Hai Biotech Partnership shall have no liability whatsoever against each other arising out of or in respect of the entering into the MOU. The transaction is subject to due diligence review, all necessary approvals or consents from the relevant government or regulatory authorities or other relevant third parties of Car-T Biotech, the Sellers and the Asia Grocery, the granting of the approval by the GEM Listing Committee of the Stock Exchange for the listing of, and permission to deal in, all of the Consideration Shares and completion of the reorganization of the target group. As per announcement of May 15, 2020, the date of dispatch of the circular is extended to no later than September 30, 2020. As per the announcement of July 13, 2020, none of the conditions precedent to the sale and purchase agreement had been fulfilled. Jingtian & Gongcheng acted as legal advisor to CAR-T in the transaction. Asia Grocery Distribution Limited (SEHK:8413) cancelled the acquisition of an unknown stake in Car-T (Shanghai) Biotech Company Limited from Shanghai Que Hai Biotech Partnership (Limited Partnership) on September 30, 2020.