China National Culture Group Limited (SEHK:745) entered into the agreement to acquire Dynamic Thinker Limited from Choi Ming Hei for HKD 160 million in cash on October 20, 2015. China National Culture Group will pay HKD 80 million as a part payment to be paid in cash upon completion and the remaining HKD 80 million to be paid in cash within 7 business days after determination of the audited net profit after tax of Dynamic Thinker for the period from the completion date to the first anniversary of the completion date. Pursuant to the agreement, Choi Ming Hei guaranteed to China National Culture Group Limited that the audited net profit after tax of Dynamic Thinker Limited for the period from the completion date to the first anniversary of the completion date shall be no less than HKD 5 million, and if the profit is less, the shortfall will be adjusted.Upon completion, Dynamic Thinker Limited will become a wholly owned subsidiary of China National Culture Group Limited.

Dynamic Thinker Limited reported profit before taxation and profit after taxation of HKD 0.1 million and net assets of HKD 0.1 million for the period of May 8, 2015 to September 30, 2015. The transaction is subject to the China National Culture Group being reasonably satisfied with the results of the due diligence review conducted on Dynamic Thinker, all necessary waiver, consent, approval, licence, authorisation, permission, order and exemption from the relevant governmental or regulatory authorities or other third parties, the obtaining of a PRC legal opinion, the obtaining of a valuation report on Dynamic Thinker prepared by an independent valuer. If the conditions have not been satisfied on or before December 31, 2015, or such later date as Choi Ming Hei and China National Culture Group Limited may agree, the agreement shall cease and determine and neither party shall have any obligations and liabilities towards each other save for any antecedent claims. Completion shall take place on third business days after the fulfillment of all the conditions set out in the agreement, or such later date as Choi Ming Hei and China National Culture Group Limited may agree in writing. Steinberg Appraisal and Consulting (Hong Kong) Limited acted as a valuer in the transaction.

China National Culture Group Limited (SEHK:745) completed the acquisition of Dynamic Thinker Limited from Choi Ming Hei in November 2015.