SDM Group Holdings Limited (SEHK:8363) entered into an agreement to acquire 95% stake in Dawnwood Education Group Limited from DW Education Limited for HKD 48 million on December 7, 2020. Under the terms, SDM Group will issue 21.334 million shares as consideration. DW Education guaranteed SDM Group profit guarantee of HKD 4.8 million for each of the financial year ended December 31, 2021 and December 31, 2022 and HKD 9.6 million in aggregate for the years. The consideration shares represent 5.62% stake of Dawnwood Education. Upon Completion, Dawnwood Education will become an indirect non-wholly owned subsidiary of SDM Group. Dawnwood Education reported nil revenues, loss after tax of HKD 0.01 million and net liabilities of HKD 0.105 million for the year ended December 31, 2019. Chan Yee Yan Judy shall remain as a Director post completion of transaction. The transaction is subject to approval from Listing Committee of the Stock Exchange, SDM Group completing due diligence, execution of escrow account, terms of engagement of Chan Yee Yan Judy being agreed and others, all necessary consents, confirmations, permits, approvals (including approval of the acquisition by the shareholders, if required) and authorizations under the GEM Listing Rules and other regulatory regime having been granted to and/or obtained by SDM Group Holdings and Brilliant Together Limited (collectively, the “Necessary Approvals”), and the necessary approvals having remained valid and effective.