An undisclosed buyer entered into a heads of agreement to acquire 51.02% stake in Crocodile Garments Ltd. (SEHK:122) from Rich Promise Limited and Lam Kin Ming on January 25, 2016. The buyer agreed under the heads of agreement to pay a deposit in the sum of HKD 30 million to Lam Kin Ming and Rich Promise, which would be placed in an escrow account, within five days from the date of the heads of agreement. If a definitive agreement with respect to the deal is signed by the expiry date of the exclusivity period, the deposit will be applied in full towards the payment of the consideration payable under the definitive agreement. If a definitive agreement with respect to the deal cannot be signed by the expiry date of the exclusivity period, the deposit will be forfeited by Lam Kin Ming and Rich Promise. The buyer, Lam Kin Ming and Rich Promise or Crocodile Garments and cannot obtain all the necessary confirmation and approvals, including but not limited to, necessary authorizations and approvals (or waivers (as the case may be)) from the Stock Exchange, the Securities and Futures Commission or any governmental and/or regulatory bodies, in such case the deposit shall be refunded in full to the buyer. In a related deal, the heads of agreement also provides that prior to the completion of the deal, Crocodile Garments will conduct a group reorganization such that upon completion of the reorganization, Crocodile Garments and its subsidiaries, which hold 100% interest in properties including but not limited to the 11/F to 25/F of Crocodile Center located at No. 79 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong and 30% interest in an entity that will hold the trademark of "Crocodile", will be segregated from the Crocodile Garments and its subsidiaries by way of distribution in specie to all shareholders (excluding the buyer). Lam Kin Ming and Rich Promise intend to make a voluntary cash offer to acquire all the shares of the distributed group from other shareholders following the distribution. Under the terms of the deal, Lam Kin Ming and Rich Promise and the buyer agreed to endeavor to enter into a formal agreement within the period of 45 business days from the date of the heads of agreement (or such later date as Lam Kin Ming and Rich Promise and the buyer to the heads of agreement may agree in writing. As reported on February 29, 2016, the parties to the transaction will enter into formal agreement within 45 days from the date of the announcement of the transaction. Pursuant to the terms, of the heads of agreement, the buyer is entitled to conduct and finish due diligence review. It is also stated in the heads of agreement that completion of the definitive agreement as regard the deal shall be subject to conditions precedent, including but not limited to, execution of a definitive agreement and no material adverse changes on Crocodile Garments and its subsidiaries having been found pursuant to the results of the due diligence review (including but not limited to the consolidated net assets of Crocodile Garments and its subsidiaries as at January 31, 2016 after taking into account the distribution not being less than HKD 430 million). As of April 29, 2016, the exclusivity period was amended to 70 business days from the date of heads of agreement. As of May 11, 2016 the agreement between the buyer and Rich Promise Limited to acquire 50.5% stake in Crocodile Garments Ltd. (SEHK:122) stands cancelled.