Zhongsheng Group Holdings Limited (SEHK:881) entered into a share purchase agreement to acquire Zung Fu (China) Limited from Jardine Motors Holdings Limited for HKD 10.1 billion on July 1, 2021. Pursuant to the terms of the transaction, Zhongsheng Group Holdings Limited shall pay $1.3 billion (HKD 10.1 billion), subject to closing adjustments. On closing, Zhongsheng Group Holdings Limited will settle the closing consideration by paying Jardine Motors Holdings Limited, $900 million (HKD 6.9 billion), being the cash portion, in cash; with the balance of the closing consideration, being the share portion, to be settled by the issuance of the consideration shares. The actual number of consideration shares to be issued to Jardine Motors Holdings Limited will depend on the final amount of the share portion to be determined on the closing date. The consideration shares will be allotted and issued under the specific mandate to be sought at the Extraordinary General Meeting of Zhongsheng Group Holdings Limited. The consideration is subject to adjustments following the determination of the final closing adjustments after closing. Zhongsheng Group Holdings Limited intends to fund the cash portion of the closing consideration and any further cash payment required to be made by Zhongsheng Group Holdings Limited following the determination of the closing adjustments by internal resources of Zhongsheng Group Holdings Limited and bank financing. Immediately after closing, Zhongsheng Group Holdings Limited will hold 100% of the issued share capital of Zung Fu (China) Limited and it will become a subsidiary of Zhongsheng Group Holdings Limited and its financial results will be consolidated with those of Zhongsheng Group Holdings Limited. As at March 31, 2021, Zung Fu (China) Limited had total assets of HKD 9.5 billion and net assets of HKD 5.6 billion. The Extraordinary General Meeting will be convened for the purpose of seeking the independent shareholders approval by way of poll of the share purchase agreement and the transactions contemplated thereunder (including the allotment and issue of the consideration shares pursuant to the specific mandate). JSH and its associates will abstain from voting with respect to the relevant resolutions at the Extraordinary General Meeting. Furthermore the transaction is also subject to approval from Mercedes-Benz (China) Limited, listing committee for the listing of consideration shares, merger notification being submitted to the State Administration for Market Regulation of the PRC and signing of escrow agreement. As of the date of this announcement, no conditions have been satisfied or waived under the share purchase agreement. Closing is scheduled to take place on the tenth business day following notification of the satisfaction or waiver of the last of the conditions to be satisfied or waived (other than conditions which can only be satisfied on the date of closing, but subject to the satisfaction or waiver of such conditions) (or on such other date as may be agreed between Zhongsheng Group Holdings Limited and Jardine Motors Holdings Limited). Somerley Capital has been appointed as the independent financial adviser of Zhongsheng Group Holdings Limited to advise the independent board committee and the independent shareholders on the terms of the transaction. Tess Fang, Lina Lee and Cindy Lo of Allen & Overy LLP acted as a legal advisor to Zhongsheng Group Holdings Limited. Morgan Stanley Asia Limited acted as financial advisor and Linklaters LLP acted as legal advisor to Jardine Motors Holdings Limited.