Sichuan Development Holding Co., Ltd. entered into a conditional share transfer agreement to acquire 27% stake in Tianyun International Holdings Limited (SEHK:6836) from Wealthy Active Limited for approximately HKD 420 million on September 27, 2018. A total of 263.9 million shares will be acquired as part of the deal for HKD 1.58 per share. Upon completion of disposal, Wealthy Active will hold 187 million shares of Tianyun International, representing approximately 19.20% each of Tianyun International’s share capital. Wealthy Active agreed to procure Tianyun International to approve the appointment of two new directors (one of which being an Executive Director), shall be appointed as the Chairman of the Board; another one being an Executive or Non-Executive Director, one of the directors shall be appointed as the Chairman of the Nomination Committee, and one Chief Financial Officer nominated by Sichuan Development Holding. The appointments of the directors and the Chief Financial Officer will become effective on the date of completion of the transaction. The completion of sale is subject to Sichuan Development completing the procedures and formalities with the relevant authorities (including but not limited to the State-owned Assets Supervision and Administration Commission) pursuant to applicable rules and regulations to purchase sale shares; and no material adverse changes having occurred to Tianyun and the Group. The deadline for satisfaction of the conditions precedent in the share transfer agreement ends on October 31, 2018. The transaction is not expected to have any material adverse effect on the operation of Tianyun International and its subsidiaries.