Chen Xiao’er made an offer to acquire the remaining 25% stake in HKE Holdings Limited (SEHK:1726) for HKD 96 million on July 15, 2019. Chen Xiao’er will acquire 200 million shares of HKE Holdings Limited at a price of HKD 0.48 per share in cash. The consideration will be paid within seven business days after the receipt of valid acceptances. In a related transaction, Chen Xiao’er signed an agreement to acquire 75% stake in HKE Holdings Limited. Chen Xiao’er will finance the transaction with its internal resources. Akron Corporate Finance Limited, as the financial adviser to Chen Xiao’er, is satisfied that sufficient financial resources are, and will remain, available to Chen Xiao’er to satisfy full acceptance of the offer. Chen Xiao’er intends to continue the employment of the existing management and employees of the HKE Holdings Group (except for a proposed change to the members of the Board at a time no earlier than that permitted under the Listing Rules and the Takeovers Code or such later time as Chen Xiao’er considers to be appropriate). Chen Xiao’er also intends to continue the existing principal business of HKE Holdings Group. However, Chen Xiao’er also intends to review the operation and business activities of the Group to formulate a long-term business strategy. Chen Xiao’er intends to maintain the listing of the shares of HKE Holdings Limited on The Stock Exchange of Hong Kong Limited. Chen Xiao’er does not intend to exercise of any powers of compulsory acquisition of any offer shares outstanding and not acquired under the offer after the close of the offer. The offer is unconditional in all respects. Kingsway Capital Limited considers that the terms of the offer are fair and reasonable and advise the Independent Board Committee to recommend the independent shareholders to accept the offer. An independent Board committee of comprising Siu Man Ho Simon, Pong Kam Keung and Cheung Kwok Yan Wilfred, each an independent non-executive Director of HKE Holdings Limited, was established to advise the independent shareholders as to whether the terms of the offer are fair and reasonable so far as the independent shareholders are concerned and as to the acceptance of the offer. The independent Board committee of HKE Holdings Limited considers that the terms of the offer are fair and reasonable and recommend the independent shareholders to accept the offer. The offer will be open for acceptances from August 7, 2019 to 4:00 p.m. on August 28, 2019. Aristo Securities Limited acted as the tender offer agent to Chen Xiao’er. Akron Corporate Finance Limited acted as the financial advisor for Chen Xiao’er. On July 23, 2019, Karen Wong and Jennifer Wu of Kingsway Capital Limited have been appointed as the financial advisors to advise the Independent Board Committee in connection with the offer. Boardroom Share Registrars (HK) Limited acted as the registrar to HKE Holdings Limited.