Tempus Value Chain Limited entered into a memorandum of understanding to acquire 56.26% stake in OTO Holdings Limited (SEHK:6880) from Yip Chee Seng, Yep Gee Kuarn, Yip Chee Lai, Charlie and Yip Chee Way, David, Executive Directors of OTO Holdings on August 26, 2014. Tempus Value will acquire 179.953408 million shares in the transaction. The purchase price per sale share shall be determined upon further negotiation between the sellers and the potential purchaser. The buyer will pay an earnest deposit of HKD 5 million within five business days of the date of the memorandum. If the definitive documentation for the acquisition is signed within the 60th day of the date of the memorandum, the earnest money will be released and applied in the manner as provided in the definitive documentation. The earnest money shall be forfeited by the selling shareholders without any interest in the event that the purchaser terminates the acquisition without cause before the long stop date. The earnest money without any interest, together with an additional amount of HKD 5 million shall be given to the purchaser in the event that the selling shareholders terminate the acquisition without cause before the long stop date.

The sellers undertake to the purchaser that as at the execution of the formal agreement and completion of the sale of the sale shares, OTO's net assets and cash (including pledged cash balance and fixed deposits) will not be less than HKD 250 million and HKD 210 million respectively, provided that the completion of the transaction shall take place within three months from the date of the memorandum. Tempus Value Chain Limited signed an agreement to acquire 56% stake in OTO Holdings Limited (SEHK:6880) from Yip Chee Seng, Yep Gee Kuarn, Yip Chee Lai, Charlie and Yip Chee Way, David, Executive Directors of OTO Holdings for approximately HKD 370 million on August 26, 2014. Tempus Value will acquire 179.14 million shares and will pay HKD 2.09 per share in the transaction. As of October 21, 2014, long stop date was extended to December 1, 2014.