ITC Properties Group Limited (SEHK:199) entered into memorandum of understanding to acquire 51.76% stake in Paul Y. Engineering Group Limited from The 13 Holdings Limited (SEHK:577) on April 27, 2017. ITC paid a refundable earnest money of HKD 30 million. Pursuant to the supplemental memorandum of understanding dated May 10, 2017, May 19, 2017, May 26, 2017, June 2, 2017, June 9, 2017, June 16, 2017, June 21, 2017 and June 27, 2017, ITC had paid an additional refundable earnest money of HKD 30 million and extended expiry date to June 30, 2017. ITC Properties Group Limited and Chan Fut Yan, Deputy Chairman and Executive Director of Paul Y. Engineering Group, entered into conditional agreement to acquire 51.76% stake in Paul Y. Engineering Group Limited from The 13 Holdings Limited for approximately HKD 300 million on June 28, 2017. ITC will acquire approximately 560 million shares for approximately HKD 270 million. Chan Fut Yan will acquire 73.23 million shares for HKD 34.8 million. ITC paid a refundable earnest money of HKD 60 million and will pay HKD 46 million within three business days upon signing of agreement, and will pay a further deposit of HKD 53 million satisfying the due diligence review and will pay remaining approximately HKD 106.2 million on completion. Chan Fut Yan will pay a deposit of HKD 20 million within three business days upon signing of agreement and the remaining balance of HKD 14.8 million shall be paid upon completion. Under the terms of the agreement, if the net asset value as shown in the audited accounts is less than the net asset value as shown in the completion accounts by more than HKD 20 million, The 13 Holdings shall pay to ITC Properties Group, 45.76% of the total amount of such shortfall within seven business days following the delivery of the audited accounts. ITC Properties Group Limited will fund the transaction through internal resources.

If 13 Holdings fails to comply with the terms of the agreement or complete the sale, each of ITC Properties and Chan Fut Yan will be entitle to refund of the deposits paid, being HKD 159 million and HKD 20 million, respectively. The 13 Holdings shall further pay a sum of HKD 32 million to ITC Properties for agreed liquidated damages. During the year ended March 31, 2017, Paul Y. Engineering Group Limited had revenue of HKD 6.95 billion, profit after tax of HKD 60 million, total assets of HKD 4.37 billion, and net assets of approximately HKD 910 million. Directors of The 13 Holdings Limited and ITC consider that the terms of the disposal are fair and reasonable and is in the interests of the company and its shareholders as a whole. The transaction is subject to approval of shareholders of The 13 Holdings Limited and ITC, all necessary consents, authorizations and approvals (or waivers) of any kind (including but not limited to any regulatory authority, recognized stock exchange, financial institution, lender, joint venture partner and other person), due diligence investigation. As of March 27, 2018, the Board of Directors and independent board committee of The 13 Holdings recommended that the shareholders vote in favor of the transaction. The deal was approved by shareholders of The 13 Holdings Limited. An independent financial adviser will be appointed to advise the independent board committee and the independent shareholders of The 13 Holdings in relation to the disposal and the transaction.

The long stop date is December 28, 2017. As of December 19, 2017, the long stop date is extended to March 31, 2018. According to the revised terms as of March 14, 2018, the long stop date is extended to September 30, 2018. As of September 28, 2018, the long stop date is extended to March 31, 2019. As of March 28, 2019, the long stop date has been extended to July 31, 2019. As of July 31, 2019, South Shore has extended the long stop date from July 31, 2019 to March 31, 2020. As of March 31, 2020, South Shore has extended the long stop date to September 30, 2020. On September 30, 2020, ITC Properties extend the long stop date for the fulfillment of the conditions to March 31, 2021. As reported on March 31, 2021, long stop date was extended to September 30, 2021. The other terms and conditions of the Sale and Purchase Agreements remain unchanged and continue in full force and effect. All dealings in the shares of 13 Holdings were halted with effect from 9:00 a.m. on May 20, 2021.The 13 Holdings Limited will use the proceeds for remaining pre-opening expenses of The 13 Hotel, including costs related to furniture, fixtures and equipment, operating supplies, inventories and staff costs, debt servicing, and the general working capital. Opus Capital Limited and BNP Paribas Securities (Asia) Limited acted as financial advisors to 13 Holdings Limited. Gram Capital Limited acted as financial advisor for the independent board committee and independent shareholders of The 13 Holdings Limited. BMI Appraisals Limited acted as independent valuer in the transaction. BNP Paribas acted as financial advisor to PAUL Y ENGINEERING GROUP LTD.

ITC Properties Group Limited (SEHK:199) cancelled the acquisition of 51.76% stake in Paul Y. Engineering Group Limited from The 13 Holdings Limited (SEHK:577) on June 28, 2021. ITC Properties issued written notices to rescind the Acquisition Agreement and to claim against them for the refund of the Initial Deposit and the Further Deposit in the aggregate sum of HKD 159 million together with a sum of HKD 32 million as and for agreed liquidated damages.