CCT Fortis Holdings Limited (SEHK:138) entered into an agreement to acquire Cyber Profit (HK) Limited from Mak Shiu Tong for approximately HKD 140 million on May 9, 2014. Pursuant to the transaction, CCT Fortis will issue 151.25 million shares to Mak Shiu Tong. Mak Shiu Tong agreed to sell and assign the loan of Cyber Profit at a cash consideration of HKD 7.1 million equal to its book value. For the year ending April 30, 2014, Cyber Profit reported net liabilities of HKD 7.3 million and total assets of HKD 15.39 million.

The transaction is subject to approval by the shareholders of CCT Fortis Holdings, Listing Committee of the Stock Exchange having granted the listing of consideration shares, all necessary consents from third parties (including governmental or official authorities). The special general meeting of the shareholders of CCT Fortis Holdings will be held on June 17, 2014. In the event that any of the conditions shall not have been fulfilled or waived on or before July 31, 2014, or such later date as agreed by the parties to the agreement in writing, the agreement shall cease to be of any effect save in respect of claims arising out of any antecedent breach of the agreement. As of May 29, 2014, the Board of Directors of CCT Fortis Holdings Limited recommended the shareholders to approve the transaction. As of 17 June, 2014, CCT Fortis Holdings Limited shareholder approved the transaction at the special general meeting.

An independent committee of independent non-executive Directors of CCT Fortis Holdings Limited has been formed to advise for the transaction. The completion of the transactions is expected to take place at no later than on or before the third business day following the date of fulfillment or waiver of the conditions precedent to transaction. First Shanghai Capital Limited acted as financial advisor for the independent Board committee and the independent shareholders of CCT Fortis Holdings Limited. Tricor Tengis Limited acted as transfer agent for CCT Fortis Holdings Limited.