Bao Hongkai entered into a share purchase agreement to acquire Clear Interest Limited from Rosan Resources Holdings Limited (SEHK:578) for HKD 1,560 on May 3, 2019. Bao Hongkai will acquire 200 shares and will pay HKD 1,560. The consideration is payable in cash at closing. Post-completion, Clear Interest will cease to be a subsidiary of Rosan Resources. As on August 5, 2019, the parties entered into a supplemental agreement as a result the transaction is conditional upon having executed all the relevant documents and completed all the relevant legal procedures such that the repayment obligation in respect of all amounts owing by the remaining group to the disposal group is waived.

For year ended December 31, 2018, Clear Interest reported net liabilities of HKD 73.4 million. The transaction is subject to consummation of financial, legal and business due diligence, completion of reorganization, pledge on the mining right of Xiangyang coal mine for securing the bank loan of CNY 35 million (HKD 40.7 million) obtained by the Disposal Group has been discharged, approval from the shareholders of Rosan Resources and fulfillment of all other necessary consents, authorizations and approvals of relevant government or regulatory authorities or other third parties and Bao, Zhang Xinzhi, Li Xiangfei, Jinfeng and Xiangyang having entered into an agreement pursuant to which Xiangyang will take up Jinfeng's repayment obligation for all the outstanding amounts owing by Jinfeng to the Three Shareholders under the loan facilities granted by the Three Shareholders to Jinfeng on February 14, 2018 and three shareholders will provide unsecured and interest-free loan facilities up to an aggregate amount of RMB 600 million to Xiangyang with the maturity date falls on February 13, 2021. An independent Board committee, comprising all the independent non-executive Directors, has been formed to advise the independent shareholders on the share purchase agreement. As of November 14, 2019, parties entered into supplemental agreement pursuant to which condition has been added for provision of loan facilities. On December 12, 2019, the shareholders of Rosan Resources Holdings Limited (SEHK:578) passed the ordinary resolution in special general meeting. As of December 30, 2019Completion shall take place on the fifth business day upon the fulfillment or waiver of conditions precedent. The long stop date is September 30, 2019. As of September 16, 2019, Rosan Resources entered into a second supplement agreement and amended the the long stop date. As per the amendment, the long stop date was postponed to December 31, 2019. Rosan Resources will use the sale proceeds for general working capital. Veda Capital Limited acted as financial advisor for Rosan Resources. Opus Capital Limited acted as financial advisor to independent board committee and independent shareholders of Rosan Resources Holdings Limited.

Bao Hongkai completed the acquisition of Clear Interest Limited from Rosan Resources Holdings Limited (SEHK:578) on December 30, 2019.