SRE Group Limited (SEHK:1207) signed a conditional sale and purchase agreement to acquire remaining 40% stake in Shenyang Huarui Shiji Asset Management Co., Ltd from Md. Li De E for approximately HKD 680 million on December 28, 2012. SRE Group will pay approximately HKD 550 million for the sale shares of Shenyang Huarui Shiji Asset Management and HKD 99.66 million for the shareholders' loan. The consideration is to be settled by way of the earnest money in the amount HKD 192 million and the remaining on or before completion. Following the completion, Shenyang Huarui Shiji Asset Management Co., Ltd. will become wholly-owned subsidiary of SRE Group Limited.

Shenyang Huarui Shiji Asset Management reported revenues of HKD 54.06 million, total assets of HKD 3.5 billion, EBIT of HKD 31.9 million, net loss of HKD 113.03 million and total common equity of HKD 1.3 billion for the year ending December 31, 2011. The transaction has been recommended by the independent committee of SRE to vote in favour of the transaction. The transaction is subject to SRE Group undertaking and completing a due diligence investigation, having obtained any and all other consents, permits, approvals, authorizations and waivers necessary or appropriate for the entering into and consummation of the transaction, SRE Group having fulfilled all applicable legal and regulatory requirements in respect of the acquisition and all the warranties given by Md. Li De E under the agreement remaining true, accurate and not misleading in all material respects. The Directors of SRE Group consider that the terms of the agreement are fair and reasonable and on normal commercial terms and the acquisition is in the interests of SRE Group and the shareholders as a whole. Shi Jian, the controlling shareholder of SRE Group approved the acquisition. If any of the above conditions is not fulfilled or waived by the by June 30, 2013, the acquisition agreement shall lapse. An independent committee comprising Jiang Xie Fu, Zhuo Fumin,Yuan Pu and Chan, Charles Sheung Wai was formed to advise the independent shareholders.

The transaction is expected to complete on the fifth business day after all the conditions have been satisfied or waived. Jones Lang LaSalle Corporate Appraisal and Advisory Limited acted as the independent valuer of Rich Gate Shopping Mall held by Shenyang Huarui Shiji Asset Management. Ernst & Young Hong Kong and Simon W.F. Ng & Company acted as accountant, Chanceton Capital Partners Limited acted as financial advisor, Yan Yiming Law Firm acted as legal advisor and Tricor Tengis Limited acted as transfer agent for SRE Group.

SRE Group Limited (SEHK:1207) completed the acquisition of remaining 40% stake in Shenyang Huarui Shiji Asset Management Co., Ltd from Md. Li De E in May 2013.