Longhui International Catering Management Holdings Limited entered into a conditional sale and purchase agreement to acquire Daqing Dairy Holdings Limited (SEHK:1007) in a reverse merger transaction on November 21, 2016. Under the terms of transaction, Daqing Dairy Holdings Limited will issue 3.8 billion new shares at issue price of HKD 0.1025 each and HKD 129.5 million will be paid by way of issue of convertible bonds to acquire Longhui International Catering Management Holdings Limited. The Board of Daqing Dairy Holdings Limited proposes to implement the share consolidation on the basis that every two issued and unissued shares will be consolidated into one, where by shares on issue of Daqing Dairy Holdings Limited will be 505.3 million. In a related transaction, Jiang Jianhui entered into agreement to acquire Global Milk Products Pte. Ltd. from Daqing Dairy Holdings Limited. The Board of Daqing Dairy Holdings Limited proposes to change the name of the company to Longhui International Catering Management Holdings Limited, which is subject to passing of a special resolution by the shareholders of Daqing Dairy Holdings Limited and the Registrar of Companies in the Cayman Islands granting approval for the Change of company name by issuing a certificate of incorporation on change of name. Choi Chiu Fai Stanley and Choi Ka Wai will resign as executive Directors; and Szeto Tat Kwan Brandon and Fok Wai Ming Eddie will resign as independent non-executive Directors, Ha Kee Choy Eugene will remain on the Board as an independent non-executive Director, Hung Shui Chak, So Kam Chuen, Yuan Mingjie and Chen Jun will be appointed as executive Directors; and Chan Chun Yiu Thomas and Mai Guangfan will be appointed as independent non-executive Directors. The transaction is subject to approval from shareholders, the Listing Committee, shareholders of Daqing Dairy Holdings Limited, Daqing Dairy Holdings Limited being reasonably satisfied with the results of the due diligence review to be conducted on Longhui International Catering Management Holdings Limited, all necessary consents, licences and approvals and/or waiver required to be obtained under or by the Listing Rules, the Takeovers Code, the Stock Exchange, the SFC and/or other regulatory bodies in respect of transaction, shareholders of Daqing Dairy Holdings Limited, the obtaining of a PRC legal opinion from a firm of PRC legal advisers in relation to the transaction, the Listing Committee granting the listing of and permission to deal in the consideration shares and the conversion shares; the Stock Exchange granting the approval to Daqing Dairy Holdings Limited the issue of the convertible bonds, the share consolidation having become effective and other customary conditions. The independent Board committee comprising of Ha Kee Choy Eugenne, Szeto Tat Kwan Brandon and Fok Wai Ming Eddie; recommends independent shareholders to vote in favor of the transaction. The transaction is expected to be completed on third business day after all the conditions precedent is fulfilled. Veda Capital Limited acted as financial advisor for Daqing Dairy Holdings Limited and Hooray Capital Limited acted as financial advisor for independent Board committee and independent shareholders.