TL Natural Gas Holdings Limited (SEHK:8536) entered in sale and purchase agreement to acquire Evergreen Leader Limited from Liu Yong Cheng and Liu Yong Qiang for HKD 53.6 million on January 19, 2020. The consideration will be paid by issuing shares and convertible bond. Under the terms of agreement, Liu Yong Cheng will receive HKD 39.12 million by issuing 118.19 million shares at HKD 0.156 and by issuing of convertible bonds in the principal amount of HKD 20.68 million to Hongsheng, a company which is wholly owned by Liu Yong Qiang, upon the completion and Liu Yong Qiany will receive HKD 15.97 million by issuing 48.27 million share at HKD 0.156 and by issuing of convertible bonds in the principal amount of HKD 8.44 million to Yongsheng, a company which is wholly owned by Liu Yong Cheng, upon completion. Post closing, Evergreen Leader Limited will operate as wholly owned subsidiary of TL Natural Gas Holdings Limited. In a related transaction, TL Natural Gas Holdings Limited also entered into tenancy agreement and subscription agreement. The transaction is subject to TL Natural Gas Holdings Limited being satisfied the following condition: i) with the completion of the reorganization ii) satisfied with the content and conclusion of the Malaysian legal opinions in respect of, among others, DC Glove and the Property iii) satisfied with the results of the due diligence review iv) satisfied that the Sale Shares and the Property are free from all encumbrances v) all necessary consents required to be obtained on the part of TL Natural Gas Holdings Limited and in respect of the Sale and Purchase Agreement and the transactions contemplated there under Liu Yong Cheng and Liu Yong Qiang in respect of the Sale and Purchase Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate) having been obtained and remaining in full force and effect vi) the Stock Exchange granting or agreeing to grant the approval for the listing of and permission to deal in the Consideration Shares and the Conversion Shares and such approval not having been revokedthe passing by the Independent Shareholders at the EGM to approve the Sale and Purchase Agreement and the transactions contemplated thereunder (including the grant of the Specific Mandate) vii)the Tenancy Agreement having been entered into between DC Glove and the Tenant viii) the warranties remaining true, accurate and complete in all respects and ix) satisfied that there has not been any material adverse change or effect in respect of the Target Group since the date of the Sale and Purchase Agreement. The transaction is expected to close on or before July 31, 2020. As of July 31, 2020 the transaction is expected to close on December 31, 2020. As of December 31, 2020 the transaction is expected to close to June 30, 2021. Lego Corporate Finance Limited acted as independent financial advisor to board committee and shareholders of TL Natural Gas Holdings Limited. TL Natural Gas Holdings Limited (SEHK:8536) cancelled the sale and purchase agreement to acquire Evergreen Leader Limited from Liu Yong Cheng and Liu Yong Qiang on February 22, 2021. The transaction has been cancelled because the TL Natural Gas Holdings Limited not able to satisfied the condition of reorganization.