China Everbright Venture Capital Limited made an offer to acquire an additional 41.09% stake in Ying Li International Real Estate Limited (SGX:5DM) for approximately SGD 150 million on April 3, 2019. China Everbright Venture Capital Limited will acquire 1.1 billion shares at SGD 0.14 per share in cash. In the event that any distribution is or has been declared, paid or made by Ying Li International Real Estate Limited in respect of the offer shares on or after the offer announcement date, China Everbright Venture Capital Limited reserves the right to reduce the offer price by an amount equivalent to the amount of such distribution. China Everbright Venture Capital Limited has obtained a ruling from the Securities Industry Council of Singapore that it is not making an offer for perpetual subordinated convertible securities with an initial aggregate principal amount of SGD 185 million subject to Everbright Hero Mauritius Limited not selling the perpetual subordinated convertible securities to any third party before or during the offer period. Currently, China Everbright Venture Capital Limited holds 1.1 billion shares amounting to 44.01% stake and China Everbright Venture Capital Limited together with parties acting in concert hold 1.5 billion shares amounting to 58.91% stake in Ying Li International Real Estate Limited. China Everbright Venture Capital Limited has sufficient financial resources available to satisfy the full acceptance of the offer in respect of the offer shares. Upon an announcement by China Everbright Venture Capital Limited that acceptances received pursuant to the offer that brings the holdings owned by China Everbright Venture Capital Limited and parties acting in concert with it to above 90% stake in Ying Li International Real Estate Limited, the SGX-ST may suspend the trading of the shares until such time when it is satisfied that at least 10% of the total number of issued shares are held by at least 500 shareholders of Ying Li International Real Estate Limited who are members of the public. In the event, China Everbright Venture Capital Limited acquires not less than 90% of the total number of issued shares (other than those already held by China Everbright Venture Capital Limited, its related corporations or their respective nominees as at the date of the offer and excluding any treasury shares), China Everbright Venture Capital Limited would be entitled to exercise the right to compulsorily acquire all the shares from shareholders who have not accepted the offer at a price equal to the offer price. It is the present intention of China Everbright Venture Capital Limited to maintain the listing status of Ying Li International Real Estate Limited on the SGX-ST. Accordingly, China Everbright Venture Capital Limited does not intend to exercise any right of compulsory acquisition under Section 215(1) of the Companies Act. There is no assurance that China Everbright Venture Capital Limited will take steps to preserve the listing status of Ying Li International Real Estate Limited on the SGX-ST if Ying Li International Real Estate Limited does not meet the free float requirements under the listing manual. Following the close of the offer and depending on the outcome of the offer, China Everbright Venture Capital Limited may undertake a strategic and operational review of the organization, business and operations of Ying Li International Real Estate Limited. Other than in the ordinary course of business, China Everbright Venture Capital Limited presently has no intention to introduce any major changes to the business of Ying Li International Real Estate Limited and discontinue the employment of the employees of Ying Li International Real Estate Limited and its subsidiaries. The offer will not be subject to any conditions and will be unconditional in all respects. As of May 2, 2019, Independent Directors recommend that shareholders reject the offer. As of April 18, 2019, the offer is expected to close on May 16, 2019. China Everbright Venture Capital does not intend to extend the offer beyond the closing date. DBS Bank Ltd. acted as the financial advisor to China Everbright Venture Capital Limited. As of April 10, 2019, the Board of Ying Li International Real Estate announced that Provenance Capital Pte. Ltd. has been appointed as the independent financial adviser to advise the Directors of Ying Li International Real Estate. B.A.C.S. Private Limited acted as receiving agent for China Everbright Venture Capital. Andrew Ang, Christy Lim, Quak Fi Ling, Dawn Law and Kevin Ho of WongPartnership LLP acted as legal advisors to China Everbright Venture Capital Limited. Foo Kon Tan LLP acted as auditor to Ying Li International Real Estate. B.A.C.S. Private Limited acted as the share registrar to Ying Li International Real Estate. Jones Lang LaSalle Corporate Appraisal and Advisory Limited acted as the independent professional valuer. China Everbright Venture Capital Limited completed the acquisition of an additional 13.12% stake in Ying Li International Real Estate Limited (SGX:5DM) for SGD 50 million on May 16, 2019. China Everbright Venture Capital Limited received valid acceptances for 335.5 million shares amounting to 13.12% stake in Ying Li International Real Estate Limited. After the transaction, Ying Li International Real Estate Limited holds 1.5 billion shares amounting to 57.14% stake in Ying Li International Real Estate Limited and China Everbright Venture Capital Limited along with related parties hold 1.8 billion shares amounting to 72.04% stake in Ying Li International Real Estate Limited.