Key Fit Group Limited entered into the sale and purchase agreement to acquire 7.21% stake in Warderly International Holdings Ltd. (SEHK:607) from Kan Che Kin, Billy Albert, Chairman and controlling shareholder of Warderly International, for HKD 87.6 million in cash on January 20, 2014. Key Fit Group will acquire 152.1 million shares of Warderly International for HKD 0.05 per share, and will acquire convertible bonds in the principal amount of HKD 80 million Warderly shares for HKD 80 million. Key Fit Group will pay HKD 1 immediately upon the signing of the agreement, and will pay the balance of the consideration within 7 business days upon completion of the transaction. The transaction is to be financed through internal resources of Artel Solutions Group.

The Independent Board Committee of Artel Solutions Group comprising all three independent non-executive Directors has been established to advise and give recommendation to its Independent shareholders on the terms of the agreement and the transaction contemplated thereunder. The Directors of Artel Solutions Group Holdings Ltd., parent of Key Fit Group, consider that the transaction is in the interests of the group and its shareholders. The extraordinary general meeting will be held for the independent shareholders of Artel Solutions Group, to consider and, if thought fit, approve the ordinary resolutions in respect of the agreement. A circular will be sent to shareholders of Artel Solutions Group on or before February 12, 2014.

The transaction is subject to approval of the shareholders of Artel Solutions Group, and the 152.1 million shares of Warderly to be deposited into Key Fit's securities account with the Hang Seng Bank Limited and new certificates under seal of Warderly in respect of the 1.6 billion Conversion shares to be received by Key Fit. The agreement shall be terminated automatically if any of the conditions is not satisfied or waive. Completion of the transaction will take place on the seventh business day after the last of the above conditions is satisfied. As on April 4, 2014, the Board of Artel Solutions Group Holdings Ltd recommended the shareholders to vote in favor of the transaction. The transaction is expected to have a positive impact on the earnings of Key Fit Group Limited. The shareholders of Artel Solutions Group Holdings Limited approved the transaction on April 24, 2014. The transaction for acquisition of convertible bonds is completed in April, 2014. Avista Capital and Beijing Securities Limited acted as the financial advisors, PKF acted as accountant and Tricor Standard Limited acted as registrar for Artel Solutions.