Eternity Investment Limited (SEHK:764) signed a sale and purchase agreement to acquire Smart Title Limited from China Jiuhao Health Industry Corporation Limited (SEHK:419) for HKD 1.7 billion on December 11, 2014. Eternity will acquire shares and pay off the loans worth HKD 1.08 billion of Smart Title. Eternity paid HKD 60 million in cash upon the signing of the agreement as the refundable deposit. Upon completion, Eternity will pay HKD 540 million in cash and issue HKD 1.05 billion share entitlement note with the right to call for the issue of 1.5 billion Eternity consideration shares an issue price of HKD 0.70 per Eternity consideration share. Eternity will finance no less than HKD 383.37 million and no more than HKD 415.75 million from the rights issue and the remaining amount of no less than HKD 124.25 million and no more than HKD 156.63 million will be financed by the internal cash resources of Eternity. Upon completion, Smart Title Limited will cease to be a subsidiary of China Jiuhao Health and will become a wholly-owned subsidiary of Eternity.

For the year ended December 31, 2014, Smart Title Limited reported sales of HKD 104.49 million, loss after tax of HKD 15.05 million, total assets of HKD 2.25 million and net assets of HKD 1.59 billion. The deal is subject to approval of shareholders of Eternity and China Jiuhao Health, the filing with the Registrar of Companies in the Cayman Islands of the order of the Cayman Islands Court approving the capital reduction, the Listing Committee of the Stock Exchange having granted approval for the listing of, and the permission to deal in the Eternity consideration shares. Jiuhao Health Board proposed to recommend the transaction, subject to the capital reduction becoming effective, for approval by independent Jiuhao Health shareholders. The deal will terminate if conditions are not satisfied by August 31, 2015. Completion shall take place within 20 business days following the day on which the conditions are fulfilled. As on September 17, 2015 the shareholders of Eternity approved the transaction. REORIENT Financial Markets Limited acted as financial advisor for China Jiuhao Health Industry Corporation Limited and Altus Capital Limited acted as financial advisor for Eternity Investment Limited. American Appraisal China Limited acted as independent valuer for Eternity. PricewaterhouseCoopers Hong Kong acted as accountant to China Jiuhao Health Industry.

As of June 12, 2015, Eternity Investment Limited (SEHK:764) entered into a supplemental agreement to acquire Smart Title Limited from China Jiuhao Health Industry Corporation Limited (SEHK:419) pursuant to which the parties agreed to extend the timeline for fulfillment all the conditions from August 31, 2015 to December 31, 2015. As on July 13, 2015, the transaction was approved by the shareholders of China Jiuhao Health Industry Corporation Limited. As on August 31, 2015 the directors considered the agreement as fair and reasonable and are in the interests of the Company and the Shareholders as a whole. Post completion Smart Title Limited will operate as a subsidiary of Eternity. As reported on September 14, 2015, proposed distribution is conditional upon, among others, the passing of the necessary resolutions by the shareholders of Eternity at the special general meeting approving and confirming, among others, the creation and issue of the share entitlement notes and the specific mandate in respect of the Eternity consideration shares and the transactions contemplated thereunder on September 17, 2015. In the event that such condition precedent of the proposed distribution has not been fulfilled, the proposed distribution will not become unconditional and therefore will not become effective and will not proceed. The transaction is expected to close on October 5, 2015.