Smart Globe Holdings Limited (SEHK:1481) entered into an agreement to acquire 51% stake in Wuhan Show Life Convenience Store Co., Ltd. from Wuhan Pure Beverage Co., Ltd. for HKD 300 million on August 5, 2022. The consideration of HKD 300 million shall be satisfied by way of the allotment and issue of 80 million consideration shares and issuance of the promissory notes with a principal amount of HKD 156 million, by Smart Globe Holdings Limited to Wuhan Pure Beverage. The consideration shall be paid in the following manner: issue of 34.8 million consideration shares and the issuance of the First Promissory Note in principal amount of HKD 67.86 million within thirty business days upon Smart Globe Holdings has received the audit report of Wuhan Show Life Convenience Store for the year ending December 31, 2023 and issue of 45.2 million consideration shares and the issuance of the Second Promissory Note of principal amount of HKD 88.14 million within thirty Business Days upon Smart Globe Holdings has received the audit report of Wuhan Show Life Convenience Store for the year ending December 31, 2024. The Company intends to use the net proceeds from the Placing for the possible acquisition of 51% equity interests. Pursuant to the agreement, Wuhan Pure Beverage has guaranteed net profit after taxation attributed to the owners of Wuhan Show Life Convenience Store for each of the two years ending December 31, 2023 and 2024 will not be lower than CNY 75 million and CNY 97.5 million, respectively. If the guaranteed profit is less than the actual profit, the number of consideration shares to be allotted and issued and the issued amount of the promissory notes will be adjusted accordingly. The transaction is subject to due diligence investigation of Wuhan Show Life Convenience Store, government, regulatory and third-party approvals, approval by board of directors and shareholders of Wuhan Show Life Convenience Store and the Listing Committee of the Stock Exchange having granted the listing of and permission to deal in the consideration shares.

Smart Globe Holdings Limited (SEHK:1481) cancelled the acquisition of a 51% stake in Wuhan Show Life Convenience Store Co., Ltd. from Wuhan Pure Beverage Co., Ltd. on August 31, 2022.