Realord Group Holdings Limited (SEHK:1196) made a tender offer to acquire The Sincere Company, Limited (SEHK:244) from Win Dynamic Limited, The Sincere Life Assurance Co., Ltd, The Sincere Insurance & Investment Company, Limited, The Sincere Company (Perfumery Manufacturers), Limited and others for approximately HKD 520 million on May 15, 2020. Realord made an offer to acquire the share capital of Sincere Company for HKD 0.3806 per share. In the event that the consolidated net assets of the Sincere Company Group attributable to the Sincere Company shareholders as at February 29, 2020 are higher than HKD 123 million, the initial offer price will be adjusted upwards by the amount calculated by dividing the difference between the February 2020 NAV and HKD 123 million by the total number of 1,313,962,560 Sincere Company shares, subject to a cap of the February 2020 NAV of HKD 140 million. Based on the cap amount of the February 2020 NAV at HKD 140 million, the maximum offer price (assuming the maximum upward adjustment is applied) shall be HKD 0.3935 per Sincere Company share. On the other hand, if the February 2020 NAV is lower than HKD 123 million, no adjustment will be made to the initial offer price and the offer price will remain at HKD 0.3806 per Sincere Company share. As of June 17, 2020, the offer price is adjusted upwards to a final offer price of HKD 0.3935 per share which is the same as the maximum offer price. As of February 22, 2021, Realord Finance received in good fund the full repayment of HKD 83.4 million representing the principal amount of the Loan together with accrued interest. Realord Group Holdings Limited will acquire 662 million shares representing 50.4% stake from Win Dynamic Limited, 183 million shares representing 13.9% stake from The Sincere Life Assurance Co., Ltd, 75 million share representing 5.8% stake from The Sincere Insurance & Investment Company, Limited and 1.6 million share representing 0.13% stake from The Sincere Company (Perfumery Manufacturers), Limited. Eric K K Lo will tender all of his shares under the offer. Realord Group Holdings Limited intends to finance the cash consideration required for the offer by internal resources. Post-closing, The Sincere Company, Limited will be a non-wholly subsidiary of Realord Group Holdings Limited. To ensure smooth transition of the Sincere Board and management of Sincere, the Offeror will seek the Sincere Board's facilitation to nominate and appoint two new directors, namely Chan Chu Kin as a non-executive director (the Offeror will seek to re-designate Chan Chu Kin as an executive director upon the close of the Offer) and Chung Chun Hung Simon as an independent non-executive director, to the Sincere Board, with effect from the next Business Day immediately after the dispatch of the Response Document in accordance with the Takeovers Code. The Offeror intends to further nominate six new directors to the Sincere Board upon the close of the Offer. The new Sincere Directors and senior management will consist of Lin Xiaohui, Madam Su Jiaohua and Yu Lai as executive directors, Tai Tak Fung, Stephen and Chan Chu Kin as non-executive director and Yu Leung Fai, Yuan Baoyu and Chung Chun Hung Simon as independent non-executive directors. Luo Xinwen will become part of management. It is the intention of the Offeror to continue with the SinCo Group's existing principal business.

The transaction is subject to Realord Group, Manureen Holdings Limited, Lin Xiaohui, Su Jiaohua and any person who falls into the meaning of “controllers” having been approved by the Insurance Authority as “controllers” of Sincere Life Assurance and Sincere Insurance & Investment Company, the Executive having issued the No-bid Confirmation and such confirmation not having been withdrawn, the Sincere Company Shares remaining listed on the Main Board of the Stock Exchange and trading not being suspended for a period of 30 consecutive days or more and no indication being received from the SFC and/or the Stock Exchange to the effect that the listing of the Sincere Company shares on the Stock Exchange of Hong Kong Limited is or is likely to be withdrawn and all consents (including the consents from any relevant lenders) to a change in the controlling shareholder of Sincere as a result of the offer required under any existing contractual or other obligations of the Sincere Company Group having been obtained and remaining in effect. The offer, when made, will be conditional only on valid acceptances of the offer being received for more than 50% of the voting rights of Sincere Company. The Realord Group Holdings Limited Board of Directors consider the final offer price is fair and reasonable and in the interests of Realord and the Realord shareholders. As of July 20, 2020, none of the conditions were satisfied. As of August 3, 2020, Executive Director of the Corporate Finance Division of Securities and Futures Commission of Hong Kong and pre-conditions of the offer were fulfilled. The transaction will be terminated if the conditions are not satisfied by April 30, 2021. As of April 28, 2021, all pre-conditions for the offer has been fulfilled. First Closing Date is currently expected to be on June 3, 2021. If the Offer becomes or is declared unconditional on the First Closing Date, the Final Closing Date will be on June 17, 2021. On May 7, 2021, the Offeror had received valid acceptances of the Offer in respect of a total of 922,968,476 Shares, representing approximately 70.24% of the entire issued share capital of Sincere as at the date of this announcement, which result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of Sincere, as at the date of this announcement. Accordingly, the condition to the Offer as set out in the Offer Document has been fulfilled, and the Offer has become unconditional in all respects on May 7, 2021. As on May 14, 2021, the Court has adjourned the Application to a date to be fixed for substantive argument. The Offer will remain open for acceptance until June 3, 2021, which would be the Final Closing Date of the Offer and will not be extended.

Sincere Company has established the independent committee of the Board of Directors, comprising all independent non-executive directors of Sincere, being King Wing Ma, Eric K K Lo, Peter Tan and Anders W L Lau, to advise the independent Sincere Company shareholders in respect of the terms of the offer and as to acceptance of the offer. The cash consideration received by the Sincere Company Group by accepting the offer is intended by the current directors of Sincere to be applied as general working capital of the Sincere Company Group. Win Dynamic executed a deed of gift where it has irrevocably undertaken to give to Sincere the net sale proceeds that Win Dynamic will be entitled to receive from the Offer. Altus Capital Limited acted as financial advisor to Realord Group Holdings Limited. Pelican Financial Limited and Optima Capital Limited acted as financial advisors to The Sincere Company, Limited. Tricor Tengis Limited acted as registrar under the Offer. Yue Xiu Capital acted as the financial advisor for the independent board committee of The Sincere Company, Limited. Grant Thornton Hong Kong Limited acted as an accountant for Realord Group.

Realord Group Holdings Limited (SEHK:1196) completed the acquisition of 79.51% stake in The Sincere Company, Limited (SEHK:244) from Win Dynamic Limited, The Sincere Life Assurance Co., Ltd, The Sincere Insurance & Investment Company, Limited, The Sincere Company (Perfumery Manufacturers), Limited and others for approximately HKD 410 million on June 3, 2021. The offer closed on June 3, 2021 and was not revised or extended by Realord Group Holdings Limited. At the closing of the offer on June 3, 2021, Realord Group Holdings Limited received valid acceptances of around 1.04 billion shares. The latest date for posting of remittances for the amounts due in respect of valid acceptances received under the offer is June 15, 2021.