Hsin Chong Construction Group Ltd. (SEHK: 404) signed an acquisition agreement to acquire Best Elect Investments Limited, Market Elite Investments Limited and Noble Empire Investments Limited from WONG Ying-wai, the Director and the Executive deputy Chairman of Hsin Chong, Ma Kwing, Pony and Beijing Capital (Hong Kong) (together sellers) for HKD 1.4 billion on July 27, 2011. The consideration will be paid as HKD 800 million in cash and HKD 620 million by issue of shares of Hsin. The final consideration shall be adjusted, by way of adjusting the number of the consideration shares to be issued, based on the final valuation of the sites at completion when the land use rights certificates in respect of the sites have been granted by the relevant PRC governmental and regulatory authorities or agencies. The consideration is subject to downward adjustment.

For the period from June 25, 2010 to December 31, 2010, Best Elect Investments reported net loss before and after income tax of HKD 0.1 million each. For the four months ended April 30, 2011, Best Elect Investments Limited, Market Elite Investments Limited and Noble Empire reported net loss before and after income tax of HKD 0.2 million, HKD 0.3 million and HKD 0.2 million respectively and consolidated net liabilities of HKD 0.3 million each. As on April 30, 2011, Best Elect Investments had total assets of HKD 15.74 million, shareholders' deficit of HKD 0.27 million and loss of HKD 0.21 million. As on April 30, 2011, Market Elite Investments Limited had total assets of HKD 20.14 million, shareholders' deficit of HKD 0.3 million and loss of HKD 0.26 million. As on April 30, 2011, Noble Empire Investments Limited had total assets of HKD 16.81 million, shareholders' deficit of HKD 0.26 million and loss of HKD 0.23 million. In a related transaction, Hsin Chong Construction Group Ltd. (SEHK: 404) signed an acquisition agreement to acquire PS Hong Kong Limited from Pinnacle State Group Limited for HKD 19.5 million.

The transaction is subject to completion of the fund raising exercise, due diligence, all necessary consents, licenses and approvals from the shareholders, bankers, financial institutions and regulators required to be obtained on the part of Hsin, sellers, Best Elect Investments Limited, Market Elite Investments Limited and Noble Empire Investments, approval of independent shareholders of Hsin Chong, obtaining of a legal opinion from a firm of People's Republic of China legal advisors appointed by Hsin, the listing committee of the Stock Exchange granting the listing of and permission to deal in the consideration shares and the conversion shares and the other closing conditions.

Hsin Chong's Directors and independent Board committee consider that the terms of the acquisition are on normal commercial terms, fair, reasonable and are in the interests of Hsin Chong and the shareholders as a whole. Hsin Chong's special general meeting is scheduled on October 19, 2011. Investec has recommended the independent Board committee and the independent shareholders that the independent shareholders should vote in favour of the resolutions to be proposed at the special general meeting to approve the transaction. The transaction is expected to complete on the third business day after all the conditions precedent have been fulfilled. If the conditions precedent has not been fulfilled till December 31, 2012, the agreement will cease. An independent Board committee comprising all of the three independent non-Executive Directors, namely Hon. Jeffrey LAM Kin-fung, Hon. Abraham SHEK Lai-him and Alexander MAK Kwai-wing, have been constituted to advise the independent shareholders. As of October 19, 2011, the transaction was approved by the shareholders of Hsin Chong Construction Group Ltd.

Jimmy Chung of Investec Capital Asia Limited acted as the financial advisor to the independent Board committee and the independent shareholders of Hsin. Somerley Limited acted as the financial advisor to Hsin. DTZ Debenham Tie Leung Limited acted as valuer in the transaction. Computershare Hong Kong Investor Services Limited acted as registrar, PricewaterhouseCoopers Hong Kong acted as accountant and GFE Law Office acted as legal advisor for Hsin Chong Construction.

Hsin Chong Construction Group Ltd. (SEHK: 404) completed the acquisition of Best Elect Investments Limited, Market Elite Investments Limited and Noble Empire Investments Limited from WONG Ying-wai, the Director and the Executive deputy Chairman of Hsin Chong, Ma Kwing, Pony and Beijing Capital (Hong Kong) on November 18, 2011.

Hsin Chong Construction Group Ltd. (SEHK:404) cancelled the acquisition of Best Elect Investments Limited, Market Elite Investments Limited and Noble Empire Investments Limited from WONG Ying-wai, the Director and the Executive deputy Chairman of Hsin Chong, Ma Kwing, Pony and Beijing Capital (Hong Kong) on December 31, 2012. Certain conditions precedent to the deal were not fulfilled.