Just Young Limited entered into memorandum of understanding to acquire Orient Apex Investments Limited from Yin He Holdings Limited (SEHK:8260) on October 4, 2019. Consideration will be decided upon signing of formal agreement. Just Young Limited entered into an agreement to acquire Orient Apex Investments Limited from Yin He Holdings Limited (SEHK:8260) for HKD 24 million on June 30, 2020. The Consideration for the Sale Shares is HKD 24 million which will be satisfied by the Purchaser in the following manner: (i) a deposit in the sum of HKD 6 million shall be paid to the Vendor within 7 days after the execution of this Agreement; (ii) the second installment in the sum of HKD 6 million shall be paid to the Vendor within 7 days after the EGM; (iii) the third installment in the sum of HKD 6 million shall be paid to the Vendor within 2 months after the EGM; and (iv) the fourth installment in the sum of HKD 6 million shall be paid to the Vendor within 4 months after the EGM. The parties agreed to enter into exclusivity period of six months not to perform certain actions as agreed by Yin He Holdings Limited. Within the exclusivity period, Just Young Limited will conduct due diligence. The transaction is subject to entering into formal agreement. Yin He Holdings Limited will seek approval for the Agreement and the transactions from Shareholders at the EGM. The deal is also subject to all necessary consents, licenses and approvals required to be obtained on the part of the Company and the Group in respect of the Agreement and the transactions contemplated thereby having been obtained and remain in full force and effect; the representation and warranties given by the Company remaining true and accurate in all respects; and payment of the Deposit and the Second Installment Consideration. Completion shall take place within five Business Days after the fulfillment (or waiver, as the case may be) of the last of the conditions precedent. Long Stop Date of the transaction is September 30, 2020. As of July 30, 2020, the date of despatch of the circular is expected to be postponed to a date falling on or before August 31, 2020. As of August 27, 2020, the date of despatch of the circular is expected to be postponed to a date falling on or before September 30, 2020. The net proceeds (after deducting other expenses in relation thereto) arising from the disposal of approximately HKD 23.5 million will be used for general working capital of the Group. Euto Capital Partners Limited acted as financial advisor to Yin He Holdings Limited in the transaction. Just Young Limited cancelled the acquisition of Orient Apex Investments Limited from Yin He Holdings Limited (SEHK:8260) on September 30, 2020. All the conditions precedent in the agreement have not been fulfilled on or before the long stop date and the parties to the agreement have not agreed on any further extension of the long stop date, the agreement has lapsed on the long stop date.