China Merchants Property Operation and Service Co., Ltd. (SZSE:001914) entered into a memorandum of understanding to acquire 53.5% stake in Creative Enterprise Holdings Limited (SEHK:3992) from Genesis Group Limited on December 11, 2020. On March 5, 2021, an agreement is signed by Sinotrans Shipping Limited to acquire 53.5% stake in Creative Enterprise Holdings Limited for approximately HKD 340 million. As per terms, China Merchants Property Operation and Service Co., Ltd. will acquire 267.56 million shares of Creative Enterprise Holdings Limited at HKD 1.5 per share. Pursuant to the MOU, China Merchants Property Operation and Service Co., Ltd. shall pay an earnest money of HKD 20 million upon the signing of the MOU which will be held in escrow. As per terms of the agreement, HKD 43.7 million is payable on a date after December 31, 2023 and before June 30, 2024 and HKD 6.5 million is payable later. Genesis Group shall pay an amount of HKD 40 million to the purchaser in case of event of default that includes the refund of the earnest money and a payment of HKD 20 million. The earnest money will be fully released to the purchaser upon the occurrence of any of the following events: (i) the Share Purchase Agreement is signed, (ii) the parties thereto mutually agree in writing not to proceed with the possible transaction and/or to terminate the MOU, (iii) the Share Purchase Agreement is not entered into before expiry of the exclusivity period, or (iv) when any event of default. The agreement is subject to obtaining of all consents, approvals, clearances and authorisations of relevant Government Authorities (including the Stock Exchange and the SFC), current listing of the Shares not having been withdrawn. The deal will close on fifth day of satisfaction of all conditions. An Independent Board Committee has been formed to advise the Independent Shareholders in respect of the Offer. As of May 31, 2021, the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director and Hong Kong Stock Exchange limited confirmed that they have no further comments on this joint announcement. Transaction is pending completion or waiver of remaining conditions including approval of the State-owned Assets Supervision and Administration Commission of the State Council of China. On June 29, 2021, the Offeror formally received the SASAC Approval letter dated June 28, 2021. On 30 June 2021, Creative Enterprise Holdings has obtained consents from each of the lending banks of Creative Enterprise for the implementation of the transactions. The Long Stop Date is May 31, 2021. As on May 31, 2021, parties to the transaction entered into a supplement agreement to extend the Long Stop Date to July 31, 2021. Chanceton Capital Partners Limited has been appointed as the Independent Financial Adviser to advise the Independent Board Committee. China Merchants Securities (HK) Co., Limited acted as financial advisor for China Merchants Property Operation and Service Co., Ltd. Draco Capital Limited acted as financial advisor for Creative Enterprise Holdings Limited.