Universal Star (Holdings) Limited (SEHK:2346) agreed to acquire Chengdu Bangrui Chuangda Technology from Wanbg Dong and Lu Wei for approximately CNY 120 million on October 8, 2021. The consideration comprises of (i) Cash Consideration in the amount of CNY 17.8 million and CNY 1.8 million to be payable to Wanbg Dong and Lu Wei, respectively (ii) issuance of 42.4 million Universal Star shares. Within ten Business Days from the date of the Sale and Purchase Agreement, the Universal Star (Holdings) Limited shall pay the Cash Consideration to the Wanbg Dong and Lu Wei in one installment; and subject to the fulfilment and/or waiver (as the case may be) of all the Conditions Precedent, the Universal Star (Holdings) Limited shall issue and allot the Consideration Shares to the Wanbg Dong and Lu Wei before the Completion Date (which shall not be later than the Long Stop Date). In the event that the Universal Star (Holdings) Limited is unable to issue and allot the Consideration Shares because it has not obtained the approval from the Stock Exchange to the listing of, and the permission to deal in, the Consideration Shares, the Universal Star (Holdings) Limited shall have the right to unilaterally terminate the Sale and Purchase Agreement, and request the Wanbg Dong and Lu Wei to return the Cash Consideration received in one installment within seven Business Days from the date of termination. As of June 30, 2021 Chengdu, reported net assets of CNY 20.6 million. The transaction is subject to Chengdu Bangrui Chuangda Technology and Wanbg Dong and Lu Wei having delivered all necessary legal documents in respect of the Sale and Purchase Agreement, including but not limited to (if applicable) the Sale and Purchase Agreement and the appendices attached thereto, equity interest transfer agreement, the shareholders? resolutions executed by all shareholders of the Chengdu Bangrui Chuangda Technology Company, the executed board resolutions the Chengdu Bangrui Chuangda Technology Company, and the article of association of the Chengdu Bangrui Chuangda Technology Company signed by the legal representative of the company with the affixation of the company?s seal, the Stock Exchange granting the approval to the Acquisition, including the granting of the approval to the listing of, and the permission to deal in, the Consideration Shares by the listing committee of the Stock Exchange, the completion of the following matters, the passing of the shareholders? resolution of the Chengdu Bangrui Chuangda Technology Company to the effect that the number of directors of the Chengdu Bangrui Chuangda Technology Company having increased to five, of which the Universal Star (Holdings) Limited shall have the right to appoint three directors, and the Wanbg Dong and Lu Wei shall have the right to appoint two directors, the set-up of a new position of the chief financial officer, which shall be appointed by the Universal Star (Holdings) Limited; and (c) the delegation of legal compliance and financial personnel by the Universal Star (Holdings) Limited to review and establish compliance procedures for the Chengdu Bangrui Chuangda Technology Company?s business operation and for financial control. the Chengdu Bangrui Chuangda Technology Company and the Wanbg Dong and Lu Wei shall assist in the due diligence review on the Chengdu Bangrui Chuangda Technology Company and its subsidiaries (if any) (including but not limited to legal, financial and business aspects) by the Universal Star (Holdings) Limited, and the Universal Star (Holdings) Limited is satisfied with the results of the due diligence review (the Universal Star (Holdings) Limited shall notify its satisfaction in writing). In the event that any of the Conditions Precedent are not fulfilled or waived (if applicable) by the Universal Star (Holdings) Limited on or prior to the Long Stop Date, the Sale and Purchase Agreement shall be automatically terminated. Universal Star (Holdings) Limited (SEHK:2346) cancelled the acquisition of Chengdu Bangrui Chuangda Technology Co., Ltd. on October 20, 2021. Condition precedent in relation to due diligence as set out in the Sale and Purchase Agreement is not satisfied Universal decided not to proceed with the Acquisition and to terminate the Sale and Purchase Agreement.