50% of Professional Guide Enterprise Ltd, 50% of Great Way Investing Company Ltd and 50% of Leading Win Development Ltd entered into sale and purchase agreement to acquire Chinese Food and Beverage Group Limited (SEHK:8272) from Chinese Global Investors Group Ltd. (Catalist:5CJ), Major Ally Investments Limited and others in a reverse merger transaction on October 10, 2014. Chinese Food and Beverage will acquire remaining 50% stake in professional Guide Enterprise, Great Way Investing and Leading Win Development from Chui Shuk Wah, Janet, Chui Chan Oi Lin, Chui Pui Kun and Chui Tak Keung for HKD 580 million. HKD 20 million shall be paid as deposit upon execution of the third framework agreement, which was paid on April 24, 2013 and shall be applied to settle part of the consideration. HKD 409 million shall be paid in the form of consideration shares and HKD 131 million in the form of shares as part payment of the consideration upon completion and HKD 20 million will be paid in the form of promissory note. Chinese Food and Beverage will issue an aggregate of 1.410344827 billion consideration shares representing approximately 266.93% of the issued share capital of Chinese Food and Beverage and approximately 72.75% of the issued share capital of Chinese Food and Beverage Group as enlarged by the allotment and issue of the shares. Independent Board Committee comprising all the non-executive Directors, So David Tat Man, Matthew Pau, Yeung Wai Hung, Peter and Chu Yu Man, Philip has been established to consider the terms of the sale and purchase agreement and recommend the shareholders.

As of March 13, 2015, the parties executed an addendum to amend and revise certain terms of the sale and purchase agreement in relation to removal of director nomination right of Coqueen under the sale and purchase agreement.

The transaction is subject to Chinese Food and Beverage's shareholders and listing committee's approval, executive granting of the whitewash waiver, all necessary consent, approval and authorization by holders of the 2014 convertible bonds and regulators, the Stock Exchange having granted the listing of the consideration shares. As of October 16, 2015, it was announced that as it takes time to negotiate on the engagement terms prior to identifying the most suitable sponsor and relevant professional parties, Chinese Food and Beverage Group Limited has yet to identify and confirm such sponsor engagement for the deal. Chinese Food and Beverage Group Limited intends to speed up the process in the next two months. As additional time is required for preparing the circular, Chinese Food and Beverage Group Limited shall apply to the Executive's consent under Rule 8.2 of the Takeovers Code for a further extension of time for the dispatch of circular. Completion shall take place on the fifth business day after the fulfillment of the conditions precedent.

50% of Professional Guide Enterprise Ltd, 50% of Great Way Investing Company Ltd and 50% of Leading Win Development Ltd cancelled the acquisition of Chinese Food and Beverage Group Limited (SEHK:8272) from Chinese Global Investors Group Ltd. (Catalist:5CJ), Major Ally Investments Limited and others in a reverse merger transaction on January 29, 2016. The conditions have not met and long stop day has been lapsed.