Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. (SHSE:600895) entered into a framework agreement to acquire additional 10.5% stake in Shanghai Zhangjiang Micro-electronics Port Co. Ltd. from Advance Investments Limited on January 18, 2021. Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. agreed to acquire 10.503% stake in Shanghai Zhangjiang Micro-electronics Port Co.

Ltd. for CNY 444 million on January 4, 2022. Within 5 business days after the signing of the framework agreement, they shall procure the board of Shanghai Zhangjiang Micro-electronics to engage a valuation firm as approved by the State-owned Assets Supervision and Administration Commission of Pudong New Area of Shanghai, to conduct a valuation on Shanghai Zhangjiang Micro-electronics. The Independent Board committee of Rivera (Holdings) will make recommendation to the Independent shareholders on the transaction.

The sale and purchase agreement will be entered within 60 days after the effective date or the proposal having lapsed or not becoming unconditional, subject to all necessary approvals required under the listing rules, the takeovers code and applicable laws and regulations in respect of the Shanghai Zhangjiang Micro-electronics Port transfer having been obtained. As of June 30, 2021, River (Holdings) Limited issued circular to its shareholders to general meeting to be held on July 23, 2021. Scheme record date is August 17, 2021 while it will be effective om August 19, 2021.

The Scheme was sanctioned by the High Court without any modification or addition or condition on August 17, 2021. Subject to the Scheme becoming effective on August 19, 2021, the listing of Shares on the Stock Exchange is expected to be withdrawn on, August 20, 2021. For the year ended, 2020, Shanghai Zhangjiang Micro-electronics reported revenue of CNY 203.21 million, Total assets of CNY 2,644.45 million and Net profit of CNY 142.22 million.

The transaction is subject to (i) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Special Deals are fair and reasonable as far as the Independent Shareholders are concerned; (ii) the passing of an ordinary resolution by the Independent Shareholders at the General Meeting to approve the Special Deals; and (iii) the grant of consent from the Executive in respect of the Special Deals. Altus Capital Limited acted as independent financial advisor to independent Board committee of River (Holdings) Limited. As of January 5, 2022, Shanghai Zhangjiang Hi-Tech Park Development Co., Ltd. board of director approved the transaction.