Sinopharm Tech Holdings Limited (SEHK:8156) entered into a sale and purchase agreement to acquire 25% stake in Shenzhen Ficus Technology Holdings Ltd. from Sharp Associates Limited for approximately HKD 230 million on February 18, 2021. The Consideration will be settled by allotment and issue of the shares by Sinopharm Tech Holdings Limited to Sharp Associates Limited at the issue price of HKD 0.28 per share in three tranches when meeting the guaranteed profit targets. The consideration shares represent (i) approximately 16.65% of the issued share capital of the Sinopharm Tech as at the date of this announcement; and (ii) approximately 14.27% of the issued share capital of the Sinopharm Tech as enlarged by the allotment and issue of the consideration shares, subject to completion and assuming that there will be no other changes in the issued share capital of Sinopharm Tech. As per the agreement, Sharp Associates warranted and guaranteed to the Sinopharm Tech that the audited net profits after taxation of the Target Group on a consolidated basis will: 1. not be less than HK$25,000,000 for the period commencing from 1 July 2021 and ending 31 December 2021; 2. not be less than HK$50,000,000 for the year ending 31 December 2022; and 3. not be less than HK$50,000,000 for the year ending 31 December 2023. In a related transaction, Shenzhen Ficus Technology Holdings Ltd. entered into the conditional Licensing and Master Service Agreement in relation to the Licensing Arrangement and the Anti-counterfeit Device Services on February 17, 2021. The completion of this agreement is inter conditional upon Licensing and Master Service Agreement having become effective. The transaction is subject to Consummation of Due Diligence Investigation by Sinopharm Tech, Independent Shareholders having passed a resolution at the EGM to approve the sale and purchase agreement and Sinopharm Tech having received a valuation report prepared by an independent valuer designated by the Sinopharm Tech indicating that the business value of the Target Group is not less than HK$800,000,000 on a date as close as practicable to but in any event no later than the date of the circular for the EGM and approval of regulatory board. The transaction is expected to close on June 30, 2021. Sinopharm Tech Holdings Limited (SEHK:8156) cancelled the acquisition of 25% stake in Shenzhen Ficus Technology Holdings Ltd. from Sharp Associates Limited on July 2, 2021. As the conditions precedent set out in the agreement have not been fully fulfilled on or before the Long Stop Date on June 30, 2021, the transactions contemplated under each of the sale and purchase agreement and the Licensing and master service agreement have lapsed and will not proceed.