Shenzhen Chiwan Wharf Holdings Limited (SZSE:200022) agreed to acquire 51% stake in Zhongshan Port & Shipping Enterprise Group from Zhongshan Zhonghang Investment Development Limited for approximately CNY 480 million on September 11, 2017. Under the terms of the transaction, Shenzhen Chiwan Wharf Holdings Limited will acquire 51 million shares of Zhongshan Port & Shipping Enterprise Group. The share purchase agreement will be signed by the parties involved in the transaction on September 13, 2017. The consideration will be settled by cash in two installments. Payment of the first instalment of CNY 454.5 million is conditional upon, and shall be made within five business days after, satisfaction (i) execution of the new articles by the relevant parties; (ii) all necessary consent required from the third party lenders of Zhongshan Port & Shipping Enterprise Group having been made/obtained; (iii) all necessary consents and approvals having been obtained; and (iv) completion of relevant registration or filing with company registration authority in relation to the equity interest of Chiwan Wharf in Zhongshan Port & Shipping Enterprise Group. The second installment of CNY 30 million shall be made within five business days upon the execution and completion of registration of the equity pledge agreement with the relevant authorities. Post-acquisition, Shenzhen Chiwan Wharf will hold 51% stake, Zhongshan Zhonghang Investment Development Limited will hold 11.51% stake and Zhongshan City Construction Investment Group Co., Ltd, another shareholder of Zhongshan Port & Shipping Enterprise Group will hold 37.49% stake in Zhongshan Port & Shipping Enterprise Group. Pursuant to the agreement, Zhongshan Zhonghang Investment Development Limited shall create in favour of Shenzhen Chiwan Wharf an equity pledge of 6 million shares of Zhongshan Port & Shipping Enterprise Group held by it, representing 6% of the total equity interest. The total consideration will be funded by the internal resources of the Group and bank loan facilities. As of June 30, 2017, Zhongshan Port & Shipping Enterprise Group reported total assets of CNY 1.05 billion and net assets of CNY 476.68 million. On September 11, 2017, Board of Shenzhen Chiwan Wharf approved the terms of the transaction. Following completion of the acquisition under the share purchase agreement, the Board of Directors of Zhongshan Port & Shipping Enterprise Group will comprise nine Directors of which Shenzhen Chiwan Wharf shall be entitled to appoint five Directors. Zhongshan City Construction Investment Group Co., Ltd and Zhongshan Zhonghang Investment Development Limited shall be entitled to appoint three directors and one director, respectively. Resolutions of the board of directors of Zhongshan Port & Shipping Enterprise Group shall be passed by a majority of Directors present at the meeting. Shenzhen Chiwan Wharf shall be entitled to appoint one out of three supervisors in the supervisory committee and such supervisor shall be the chairman of the supervisory committee. Chiwan Wharf shall also have the right to nominate the Chief Executive Officer and Chief Financial Officer of Zhongshan Port & Shipping Enterprise Group. As reported on September 14, 2017, share purchase agreement as yet not been entered into.