China Jinmao Holdings Group Limited (SEHK:817) made an offer to acquire the remaining 33.23% stake in Jinmao (China) Hotel Investments and Management Limited (SEHK:6139) from a group of shareholders for HKD 3.2 billion on June 7, 2020. Under the terms of the transaction, China Jinmao Holdings will acquire the remaining 660 million shares in Jinmao (China) Hotel for HKD 4.8 per share. Upon completion of the transaction, (i) the Scheme Shares will be cancelled and extinguished pursuant to the Scheme, and (ii) simultaneous with the implementation of the Scheme, on the Effective Date the Scheme Units will also be cancelled in accordance with the Trust Deed. The transaction will be financed through a combination of internal cash resources and/or external debt financing.

The transaction is subject to the approval by a majority in number of the Unitholders representing not less than 75% in value of the Scheme Units held by the holders of such Units present and voting either in person or by proxy at the Unitholders Meeting, the approval by the Independent Unitholders holding at least 75% of the Units held by the Independent Unitholders that are voted either in person or by proxy at the Unitholders Meeting, the approval by a majority in number of the holders of Scheme Ordinary Shares representing not less than 75% in value of the Scheme Ordinary Shares beneficially owned by the holders of such Ordinary Shares present and voting either in person or by proxy at the relevant Court Meeting through the Jinmao (China) Investments Manager, the approval by Jinmao (China) Investments Manager Limited, as the sole legal owner of the Ordinary Shares, the passing of a special resolution by a majority of not less than 75% of the votes cast by the Holders of Share Stapled Units present and voting in person or by proxy at the EGM, the Grand Court of the Cayman Islands' sanction of the Scheme and its confirmation of the reduction of the share capital of China Jinmao, the delivery to the Registrar of Companies of a copy of the order of the Grand Court for registration and all authorizations, registrations, filings, rulings, consents, opinions, permissions and approvals in connection with the transaction. The approval from Sinochem Group was obtained on June 10 to in respect of the privatization of Jinmao Hotel and the Company by off-market agreement, 2020. Jinmao (China) Hotel Investments and Management Limited is seeking consents and/or waivers from these lending banks so that the Existing Banking Facilities can continue after the listing of Share Stapled Units is withdrawn. As at the date of this joint announcement, save for two banks, the Company has obtained verbal consent from all the banks. China Jinmao Holdings Group Limited received irrevocable undertaking from shareholders of 24.08% of the total Share Stapled Units in issue.

An Independent Board Committee, comprising the following independent non-executive Directors, namely Chen Jieping, Xin Tao and Tse Yung Hoi, has been established by the Board to make a recommendation to the Independent Unitholders, the Independent Ordinary Shareholders, the Independent Preference Shareholders and the Independent Holders of Scheme Share Stapled Units as to whether the terms of the Proposal and the Scheme are, or are not, fair and reasonable. The Financial Adviser has advised the Independent Board Committee that the price is fair and has advised Board Committee to recommend the shareholders to vote in favor of the transaction. Accordingly, the independent Board Committee recommends that Jinmao (China) Hotel Investments and Management Limited shareholders vote in favor of scheme. As on September 10, 2020, the shareholder of Jinmao (China) Hotel Investments and Management Limited approved the transaction. The court hearing will held on September 24, 2020. As per announcement of September 25, 2020, the court has approved the transaction. The transaction is expected to complete on September 28, 2020.

DBS Asia Capital Limited acted as financial advisor while Cathy Yeung, Terris Tang and Simon Cooke of Latham & Walkins acted as legal advisors to China Jinmao Holdings Group Limited. Opus Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee in connection with the Proposal and the Scheme.

China Jinmao Holdings Group Limited (SEHK:817) completed the acquisition of the remaining 33.23% stake in Jinmao (China) Hotel Investments and Management Limited (SEHK:6139) from a group of shareholders on September 28, 2020. All the proposal conditions as set out in the Scheme Document were fulfilled. The withdrawal of the listing of the share stapled units on the Stock Exchange will become effective on October 5, 2020. Mayer Brown and Richard Hall, Ben Hobden and Angie Chu of Conyers Dill & Pearman (Cayman) Limited acted as legal advisors to Jinmao (China) Hotel Investments and Management Limited.