Xiezhong International Holdings Limited (SEHK:3663) agreed to acquire Sino Evergreen International Limited from Chen Hao for approximately HKD 330 million on July 31, 2018. As per terms of consideration, Xiezhong International Holdings Limited will pay HKD 164 million in cash on the completion and HKD 164 million will be paid in tranches by issuing 8% convertible bonds of Xiezhong International Holdings Limited with three years maturity. This first three tranches of HKD 156.2 million will be paid based on the performance guarantee conditions set out in each tranches during financial year ending December 31, 2018, 2019 and 2020. The fourth tranche of HKD 7.8 million shall be issued within 21 business days after the satisfaction of obtaining all relevant title deeds and documents necessary within 36 months from the completion date. In a related transaction, Xiezhong International Holdings Limited (SEHK:3663) agreed to acquire Jin Cheng Auto Parts (Hong Kong) Ltd. from Wang Zuocheng for approximately HKD 110 million on July 31, 2018. Upon completion, Sino Evergreen International Limited will become wholly-owned subsidiary of Xiezhong International Holdings Limited. For the period ended April 30, 2018, Sino Evergreen International Limited reported net liabilities of HKD 9,500. The transaction is subject to due diligence review, approval from the board of directors and shareholders of Xiezhong International Holdings Limited, approval from Stock Exchange of Hong Kong Limited. An independent board committee comprising all the independent non-executive directors has been established by Xiezhong International Holdings Limited to advise the independent shareholders. As of December 11, 2018, Xiezhong International Holdings Limited issued circular to its shareholders along with notice of extraordinary general meeting to be held on December 28, 2018. The Board of Directors of Xiezhong International Holdings Limited on the advice of independent Board committee and independent financial advisor recommended its shareholders to vote in favor of the transaction in the extraordinary general meeting. As of December 28, 2018, shareholders of Xiezhong International Holdings Limited has approved the transaction. The transaction is expected to close on the date falling 3 months from the date of an agreement. As of October 31, 2018, the long stop date has been extended to six months which is January 31, 2018 from the date of share purchase agreement. Messis Capital Limited acted as a financial adviser to advise the independent board committee and shareholders of Xiezhong International Holdings Limited.