Culture Landmark Investment Limited (SEHK:674) entered into a memorandum of understanding to acquire Xi'an Longisland Green River Properties Ltd. (Xi'an Green River) and Xi'an Longisland Hengye Properties Ltd. (Xi'an Hengye) from Beijing Longisland Hengye Enterprise Management Limited on June 14, 2013. The consideration shall be settled in cash and convertible bonds and includes an earnest deposit of HKD 20 million. In a related transaction, Culture Landmark Investment Limited entered into a memorandum of understanding to acquire Yixing Project and Lianyun Port Project on June 14, 2013. The earnest deposit will be paid to the vendor within 5 days after the signing of the memorandum of understanding. The transaction is subject to entering into a formal agreement. If the acquisition is not completed, the vendor will refund the earnest deposit to Culture Landmark within 3 days thereof and vendor will pay interests at the rate of 0.1% per day, if it fails to refund the earnest money within the time prescribed. The agreement should be signed within 60 days of signing of memorandum of understanding otherwise the transaction will be cancelled.

Culture Landmark Investment Limited (SEHK:674) entered into an agreement to acquire Xi'an Longisland Green River Properties Ltd. and Xi'an Longisland Hengye Properties Ltd. from Cheung Kwong Sang for HKD 400 million on August 1, 2013. As a part of consideration, Culture Landmark paid HKD 20 million as earnest money pursuant to signing of memorandum of understanding, Culture Landmark will pay an additional HKD 60 million within 5 business days after signing of agreement, residual payment of HKD 70 million will be paid any time before the completion of transaction and HKD 250 million will be paid in convertible bonds at the time of completion. Upon completion of transaction and assuming the full exercise of conversion rights attached to convertible bonds at the conversion price of HKD 0.62 by the bondholders, Culture Landmark will issue an aggregate of 403.22 million conversion shares. The cash portion of consideration will be funded from the internal resources. In case of termination of agreement due to non fulfillment of conditions by expected closing date, all payments made shall be refunded to Culture Landmark.

For the year ending December 31, 2012, Xi'an Hengye and Xi'an Green River reported loss after tax of CNY 0.3 million (HKD 0.37 million) and CNY 0.01 million (HKD 0.01 million), respectively, and loss before tax of CNY 0.3 million (HKD 0.37 million) and CNY 0.01 million (HKD 0.01 million), respectively. As on May 31, 2013, Xi'an Hengye and Xi'an Green River reported net asset value of CNY 8.09 million (HKD 10.15 million) and CNY 9.97 million (HKD 12.51 million), respectively. The completion of transaction is subject to legal advice given by legal advisor, valuer issuing valuation report, the restructuring having been duly completed, consummation of due diligence, approval by listing committee for listing of and permission to deal in conversion shares to be issued, and approval by shareholders of Culture Landmark. The transaction is expected to complete on tenth business day after fulfillment of all conditions but not later than July 31, 2014.

If the conditions precedent are not been fulfilled on or before the long stop date, the agreement will lapse and become null and void and the earnest money, the partial payment and any settled residual payment shall be rebated to Culture Landmark within three days from the completion date without interest, failing which, Cheung Kwong Sang shall pay daily interest of 0.1% to Culture Landmark on any such amount in default from the due date until repayment in full as liquidated damages. Completion shall take place on the tenth Business Day after the fulfilment of the conditions precedent for the completion of the acquisition. As of October 22, 2013, the Board of Directors of Culture Landmark Investment Limited recommends the shareholders to vote in favour of the ordinary acquisition. As of November 7, 2013, shareholders of Culture Landmark approved the transaction. On April 10, 2014, a supplemental memorandum of understanding was signed in relation to the transaction, as per which the validity of the memorandum of understanding has been further extended for a period of 270 days, from April 10, 2014 to January 4, 2015.

As on on July 30, 2014, Culture Landmark Investment Limited signed a supplemental memorandum of understanding to acquire Xi'an Longisland Green River Properties Ltd. and Xi'an Longisland Hengye Properties Ltd. from Beijing Longisland Hengye Enterprise Management Limited. The long stop date has been extended for 3 months up to and including October 31, 2014. Also, either party shall have the right to terminate the agreement by serving a written notice of termination to the other party one month after the date of the supplemental agreement i.e. August 30, 2014. As on October 28, 2014, Culture Landmark Investment Limited signed a second supplemental agreement to acquire Xi'an Longisland Green River Properties Ltd. and Xi'an Longisland Hengye Properties Ltd. from Beijing Longisland Hengye Enterprise Management Limited. The Long stop date has been extended for 6 months up to and including April 30, 2015.

Culture Landmark Investment Limited (SEHK:674) cancelled the acquisition of Xi'an Longisland Green River Properties Ltd. from Beijing Longisland Hengye Enterprise Management Limited on March 31, 2015. Beijing Longisland shall refund HKD 30 million within three business days after the date of the termination agreement. Baron Global Financial Services Limited acted as financial advisor, Commerce & Finance Law Offices acted as legal advisor, BDO Limited acted as accountant, Savills Valuation and Professional Services Limited acted as valuer and Tricor Secretaries Limited acted as registrar for Culture Landmark Investment Limited. The conversion of financials has been made through www.oanda.com on December 31, 2012 and May 31, 2013.