Sparkle Roll Group Limited (SEHK:970) entered into a sale and purchase agreement to acquire San Sparkle Pictures Industries Development Limited from Tam Cho Wai Josephine for approximately HKD 250 million on October 29, 2018. The consideration comprises an initial payment of HKD 102 million to be settled by issuance of 340 million shares which may be adjusted to HKD 252 million if all the earn-out arrangements are triggered basis the financial performance of San Sparkle Pictures Industries Development Limited within three years ending December 31, 2021. The earn-out portion will be settled by issuance of convertible bonds in three tranches of HKD 36 million, HKD 48 million and HKD 66 million. The consideration shares are subject to lock-up restriction for the period from date of issuance to December 31, 2021 during which period, Tam Cho Wai Josephine undertakes not to dispose of the consideration shares except when San Sparkle Pictures Industries Development reached the agreed profit after tax within the three years ending December 31, 2021. Upon completion, San Sparkle Pictures Industries Development Limited will become a wholly owned subsidiary of Sparkle Roll Group Limited. As at March 31, 2018, San Sparkle Pictures Industries Development had net assets of HKD 0.01 million. The transaction is subject to approval of the Board of Directors of Sparkle Roll Group Limited, all existing directors; supervisors and managers of San Sparkle Pictures Industries Development Limited having submitted his/her/its resignations; all directors; supervisors and managers nominated by Sparkle Roll Group Limited having been appointed; and all existing directors; supervisors and managers whom Sparkle Roll Group Limited agree to retain having been appointed, satisfactory completion of due diligence, execution of sale and purchase agreement, there having been no change on San Sparkle Pictures Industries Development's ownership of the rights of investments in the specified movies which may affect the valuation, Sparkle Roll Group Limited having received and being satisfied with the valuation report on rights of investments in movies, approval for the listing of consideration shares and conversion shares, and other customary conditions. In the event that any of the above conditions precedent cannot be fulfilled or waived within three months from the date of signing the agreement (or any other date as agreed by the parties in writing), the agreement and the transactions contemplated thereunder shall become null and void. As of October 29, 2018, the transaction was approved by the the Board of Directors of Sparkle Roll Group Limited. Oriental Patron Financial Group acted as a financial advisor to Sparkle Roll Group Limited. Sparkle Roll Group Limited (SEHK:970) completed the acquisition of San Sparkle Pictures Industries Development Limited from Tam Cho Wai Josephine on January 17, 2019. All of the conditions precedent under the agreement have been fulfilled.