H H Hung Foundation Limited and North China Fast Food (2008) Limited (Offeror) made a proposal to acquire 28.36% stake in Hop Hing Group Holdings Limited from Lion & Globe Educational Foundation Limited and others for approximately HKD 250 million on September 1, 2021. The proposed privatization of Hop Hing Group Holdings Limited will be carried out by way of a scheme of arrangement under which the scheme shares will be cancelled and extinguished by way of the reduction of the issued share capital of Hop Hing Group and, in consideration therefor, each scheme shareholder will be entitled to receive the cancellation price of HKD 0.08 in cash for each scheme share cancelled. Additionally, those option holders who accept the option offer will be entitled to receive the option offer price of HKD 0.001 for each share option in exchange for the cancellation of their share options. Immediately after the cancellation and extinguishment of the scheme shares, the issued share capital of Hop Hing will be increased to its former amount by the issue to the Offeror, credited as fully paid, of the same number of new shares as the number of scheme shares cancelled. The Offeror intends to finance the cash required for the proposal and the option offer using internal resources. The Offeror intends to focus on the existing business of the Group upon the Scheme becoming effective, while at the same time exploring and pursuing other business strategies which are or may be impracticable to be sought and pursued as a listed company.

The implementation of the scheme is conditional upon the approval of the scheme by a majority in number of the scheme shareholders representing not less than 75% in value of the scheme shares, present and voting either in person or by proxy at the Court Meeting and the approval of the scheme by the Disinterested Shareholders holding at least 75% of the votes attaching to the Scheme Shares; the sanction of the scheme by the Grand Court and its confirmation of the reduction of the issued share capital of the Company, and the delivery to the Registrar of Companies in the Cayman Islands of a copy of the order of the Grand Court and the minutes approved by the Grand Court in respect of the reduction of the issued share capital of the Company for registration; all authorizations, approvals, permissions, waivers and consents and all registrations and filings (including without limitation any which are required or desirable under or in connection with any applicable laws or regulations or any licenses, permits or contractual obligations of the Company) in connection with the Proposal or its implementation in accordance with its terms having been obtained (or, as the case may be, completed) and remaining in full force and effect without modification; no government, governmental, quasi-governmental, statutory or regulatory body, court or agency in any jurisdiction having taken or instituted any action; all necessary legal or regulatory obligations in all relevant jurisdictions having been complied with and others. An Independent Board Committee, which comprises all independent non-executive Directors has been established by the Board to make a recommendation to the Disinterested Shareholders and the Option Holders regarding the scheme and the option offer. The scheme document will be dispatched on or before November 17, 2021. As of November 17, 2021, Independent Board Committee and board of Directors of Hop Hing Group approved the transaction.

As on October 26, 2021, the court meeting is scheduled on November 2, 2021. The long stop date is June 30, 2022. As of January 20, 2022, Grand Court has sanctioned the scheme. Effective date and record date is expected to be January 25, 2022. UBS AG, Hong Kong Branch acted as exclusive financial advisor to the offeror. Somerley Capital Limited acted as financial advisor to the Independent Board Committee of Hop Hing Group Holdings Limited.