Kata Holdings Limited entered into the agreement to acquire 50% stake in Foo Chow Holdings Limited from Tian An China Investments Co. Ltd. (SEHK:28) for CNY 1.1 billion in cash on March 21, 2013. Under the terms, Kata Holdings Limited will pay CNY 100 million on the date of the agreement, CNY 100 million on or before the date falling 30 days from the date of the agreement, CNY 200 million on or before the date falling 9 months from the date of the agreement, CNY 150 million on or before the date falling 1 year from the date of the agreement, CNY 250 million on or before the date falling 2 years from the date of the agreement and CNY 250 million on or before the date falling 3 years from the date of the agreement. Foo Chow Holdings reported net loss before taxation of CNY 39.58 million (HKD 48.69 million) and net loss after taxation of CNY 39.58 million (HKD 48.69 million) for the year ended December 31, 2012.

Upon the full receipt of the second payment and up to the completion date, the buyer shall be entitled to nominate a person as the director to the board of directors of Foo Chow Holdings, Jack Rock, Tianan Summit and Pacific (Fuzhou). Upon the full receipt of the third payment and up to the completion date, the Board of Directors of Tianan Summit and Pacific (Fuzhou) shall appoint their respective Chairman and their respective Financial Officer as nominated by Tian An China and shall also appoint their respective Vice-Chairman and their respective Vice-Financial Officer as nominated by buyer.

The agreement will be terminated if, inter alia, the buyer fails to pay the first payment on the relevant due date, the second payment within 30 days following the relevant due date, the third payment within 90 days following the relevant due date or the fourth payment, the fifth payment and the balance payment within 180 days following the relevant due dates. The agreement will terminate upon the buyer failing to perform any one or more of the obligation for payment of any of the consideration within the prescribed period as agreed in the agreement, or the buyer failing to proceed with completion in accordance with the terms of the agreement or the winding up of Foo Chow Holdings or the bankruptcy of the guarantor. In any of these cases, Tian An China Investments shall forfeit a sum of CNY 100 million and the interest payable by the buyer on the consideration from the date of signing of the agreement up to the date of termination as liquidated damages. On October 10, 2014, the deed of settlement was entered into between the parties. On July 4, 2013, the deal was approved from the shareholders of Tian An China.

Completion shall take place on the day of the full payment of the consideration and the interests accrued thereon in the manner set out above which shall, in any event, be on or before the completion date. The proceeds generated from the disposal will be applied as general working capital of the Group. Currency conversion was done through www.oanda.com as of December 31, 2012.

Kata Holdings Limited cancelled the acquisition of 50% stake in Foo Chow Holdings Limited from Tian An China Investments Co. Ltd. (SEHK:28) on May 6, 2015.