Cosmopolitan International Holdings Ltd. (SEHK:120) signed a sale and purchase agreement to acquire Grand Praise Investments Limited from Regal International (BVI) Holdings Limited for HKD 1.4 billion on June 27, 2013. Cosmopolitan International will also assign the Regal shareholder loans to Cosmopolitan International which amounts to HKD 1.3 billion. The consideration will be paid within three years in any number of installments after completion of the transaction.

Cosmopolitan International will pledge the entire issued share capital of Grand Praise, and the dividends and distribution arising therefrom, the Regal shareholder loans and any future shareholder's loans until the consideration for the transaction is settled. In related transactions, P&R Holdings Limited signed an agreement to acquire Kola Glory Limited from Cosmopolitan International Holdings Ltd. for HKD 88 million on June 27, 2013 and Cosmopolitan International Holdings Ltd. (SEHK:120) entered into the sale and purchase agreement to acquire Excel Crown Investments Limited and Joyous Unity Investments Limited from P&R Holdings Limited and Faith Crown Holdings Limited for approximately HKD 1.8 billion. As of December 31, 2012, Grand Praise Investments reported net liabilities of HKD 0.8million.

The deal is subject to the approval of the independent shareholders of Cosmopolitan, Cosmopolitan International being satisfied with the results of the financial, legal and business due diligence and all necessary obligations having been complied with and all necessary consents having been obtained. The conditions must be satisfied or waived on or before September 25, 2013. The completion shall take place on the next business day after the satisfaction or waiver of the conditions precedent. Completion of the transaction is not inter-conditional with the completion of other transactions. As of August 27, 2013, the independent Board committee of Cosmopolitan International recommended the shareholders to approve the transaction. As of September 13, 2013, the transaction was approved by the shareholders of Cosmopolitan International.

Ernst & Young Hong Kong and ShineWing (HK) CPA Limited acted as accountants, First Shanghai Capital Limited acted as financial advisor and Computershare Hong Kong Investor Services Limited acted as registrar for Cosmopolitan International. Join & High Law Office acted as legal advisor for Grand Praise Investments.