Zouping Sanxing Grease Industry Company Limited made an offer to acquire remaining 47.86% stake in Changshouhua Food Company Limited (SEHK:1006) from Wang Mingxing and others for HKD 1.2 billion on September 7, 2020. Under the terms, the offeror will acquire 274.5 million shares for HKD 4.19 in cash. The offeror is financing the entire cash consideration payable for the Proposal from funds received from the Sanxing Grease Equity Contribution. Cinda Fund provided equity contribution of approximately CNY 605 million (HKD 686.5 million) for approximately 45.42% of the equity interests in Sanxing Grease and shareholder’s loan of approximately CNY 568 million (HKD 644.5 million) to Sanxing Grease, with the repayment of the shareholder’s loan guaranteed by, among others, Shandong Sanxing, Wang Mingxing, Wang Mingfeng and Wang Mingliang. The funds under the equity contribution and shareholder’s loan received by Sanxing Grease will then be used to fund the proposal. Upon completion of the proposal, Zouping Sanxing Grease Industry Company Limited will hold 100% of the shares of Changshouhua Food Company Limited. As of December 1, 2020, listing of the Shares on the Stock Exchange is expected to be withdrawn on December 7, 2020. The transaction is subject the sanction of the Scheme (with or without modifications) by the Grand Court, approval from at least three-fourths of shareholders of Changshouhua Food Company and all authorizations, approvals, permissions, waivers and consents and all registrations and filings in connection with the Proposal or its implementation and the withdrawal of listing of the Shares from the Stock Exchange in accordance with its terms which are required to be obtained. The Independent Board Committee, which comprises all the independent non-executive Directors, namely Wang Aiguo, Wang Ruiyuan and Liu Shusong, has been established by the Board to make a recommendation to the Independent Shareholders as to whether the terms of the Proposal and the Scheme are, or are not, fair and reasonable and as to voting at the Court Meeting and the extraordinary general meeting of the Company. Independent Board Committee recommends the shareholders to vote in favour of the resolution. As of November 19, 2020, the transaction was approved by the shareholders of Changshouhua Food in the Court Meeting. As of October 27, 2020, Zouping Sanxing received the Irrevocable Undertaking from the IU Shareholder on September 28, 2020. The Scheme was sanctioned without modification and any reduction of capital of Changshouhua Food Company associated with the cancellation of the Scheme Shares pursuant to the Scheme was confirmed by the Grand Court on November 30, 2020. As of November 30, 2020, the transaction has a long stop date of January 15, 2021. As of December 1, 2020, the Scheme is expected to become effective on December 3, 2020. As of December 4, 2020, all conditions required under the scheme have been fulfilled. Joey Chau of Kirkland & Ellis acted as legal advisor for China International Capital. Benita Yu and Charlton Tse of Slaughter and May acted as legal advisors for Zouping Sanxing Grease Industry Company Limited. Somerley Capital Limited acted as financial advisor for independent board committee of Changshouhua Food. China International Capital Corporation Hong Kong Securities acted as financial advisor for Zouping Sanxing Grease Industry.