Sinotrans Shipping Limited made a mandatory offer to acquire remaining 46.49% in Creative Enterprise Holdings Limited (SEHK:3992) from So Yee Nga, Eva and others for approximately HKD 340 million on March 5, 2021. Under the transaction, So Yee Nga, Eva will sell 6.56% stake in Creative Enterprise Holdings Limited. As a part of transaction, Offeror will acquire 232.4375 million shares of Creative Enterprise Holdings at a price of HKD 1.456 per share in cash. In a related transaction, Sinotrans Shipping Limited entered into an agreement to acquire 53.5% stake in Creative Enterprise Holdings Limited (SEHK:3992) from Genesis Group Limited for approximately HKD 390 million. Consideration under the transaction will be funded by internal resources of Sinotrans Shipping Limited. The Offeror intends (but is not obliged) to exercise the right to compulsorily acquire those Disinterested Shares not acquired by the Offeror pursuant to the Offer under Section 88 of the Cayman Islands Companies Act if it acquires not less than 90% of the Disinterested Shares within four months of the posting of the Composite Document as required by Rule 2.11 of the Takeovers Code. Should compulsory acquisition rights arise and be exercised in full, Creative Enterprise Holdings Limited will become a wholly-owned subsidiary of the Offeror and an application will be made for the withdrawal of the listing of the Shares from the Stock Exchange pursuant to Rule 6.15 of the Listing Rules. following the close or lapse of the Offer, the Offeror intends to continue the existing principal businesses of Creative Enterprise Holdings Limited. The Offeror has no intention to (i) introduce any major changes to the existing business and operations of Creative Enterprise Holdings Limited (ii) discontinue the employment of any employees or (iii) dispose of or re-deploy the fixed assets of Creative Enterprise Holdings Limited other than in its ordinary and usual course of business. Creative Enterprise Holdings Limited board is currently made up of nine Directors, comprising six executive Directors (namely Poon Kin Leung, Lee Siu Wah Albert, Lam Siu Hung Christopher, Wong King Cheung, Lai Wai Man and Wu Ka Chai), and three independent non-executive Directors (namely, Wong Chung Kin Quentin, Tang Yiu Ming and Wong Si Yuen). The Offeror intends to retain Poon Kin Leung as executive Director of Creative Enterprise Holdings Limited and all other directors will resign. The Offeror intends to nominate Deng Wei Dong, Zhong Tao, Wong For Yam and Jing Tao as new non-executive Directors to the Board for appointment and Deng Wei Dong would be designated as the chairman of the Board of Creative Enterprise Holdings Limited. The Offer will be unconditional in all respects and will not be conditional upon acceptances being received in respect of a minimum number of Shares or any other conditions. Creative Enterprise Holdings Limited has established an Independent Board Committee comprising all the independent non-executive Directors, namely Wong Chung Kin, Tang Yiu Ming and Wong Si Yuen to advise the Independent Shareholders in respect of the Offer. On June 29, 2021, the Offeror formally received the SASAC Approval letter dated June 28, 2021 for the implementation of the transactions contemplated under the Share Purchase Agreement and the Offer. As of July 15, 2021, based on the independent advice from Chanceton Capital, the Independent Board Committee consider that the terms of the Offer are fair and reasonable and recommend the Independent Shareholders to accept the Offer. The Share Sale Completion is expected to take place on or about July 12, 2021. As of July 12, 2021, Offer will close on August 6, 2021. The offer will open on July 16, 2021. Chanceton Capital Partners Limited has been appointed as the Independent Financial Adviser by Creative Enterprise Holdings Limited with the approval of the Independent Board Committee to advise the Independent Board Committee in respect of the Offer, and in particular, as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer. Draco Capital Limited acted as financial advisor to Creative Enterprise Holdings Limited. China Merchants Securities (HK) Co., Limited acted as financial advisor to Sinotrans Shipping Limited. Tricor Investor Services Limited acted as registrar to Creative Enterprise Holdings Limited. Sinotrans Shipping Limited completed the acquisition of remaining 46.49% in Creative Enterprise Holdings Limited (SEHK:3992) from So Yee Nga, Eva and others on August 6, 2021. As of August Sinotrans received acceptance of 93.5% stake and are interested in 96.9% stake and hence Sinotrans will exercise the rights of compulsory acquisition.