City Legend International Limited entered into the equity transfer agreement to acquire 5.11% stake in Tongcheng-Elong Holdings Limited from Suzhou Wancheng Shengda Travel Development Limited for CNY 1.2 billion on May 10, 2018. Under the terms of the agreement, City Legend will acquire 10.6 million shares of Tongcheng-Elong. The consideration will be paid in cash by way of bank transfer within one day after completion. The consideration will be funded by internal resource and bank loans. If Suzhou Wancheng has fulfilled its obligation to transfer the stake but City Legend fails to settle the full amount of the consideration on the prescribed date, Suzhou Wancheng may select to (i) terminate the agreement and require City Legend to transfer the shares back to Suzhou Wancheng within the requested time and bear the relevant costs; or (ii) require City Legend to continue with its payment obligation under the agreement and pay a daily default interest of 0.05% per day on the outstanding consideration. As per the terms of the transaction, if the transaction does not take place from 60 day of signing the agreement or any party commits a material breach the agreement will be terminated and the default party shall be liable for a default penalty amount to 30% of the total amount of the consideration.
For the year ended December 31, 2017, Tongcheng-Elong reported profit before tax of CNY 589.8 million, profit after tax CNY 594.2 million and net asset of CNY 2.7 billion. The transaction is approved by the shareholders of Pacific Climax Limited, indirect parent of City Legend. On August 30, 2018, the board of directors of Overseas Chinese Town (Asia) Holdings Limited (SEHK:3366), parent of City Legend, recommended the terms of the transaction are fair. The transaction is expected to close within three days after the agreements become effective.
City Legend International Limited completed the acquisition of 5.11% stake in Tongcheng-Elong Holdings Limited from Suzhou Wan Cheng Sheng Da Travel Development Limited on June 22, 2018.