Happy Splendid Limited entered into sale and purchase agreement to acquire Sing Yang (Overseas) Ltd. from Tungtex (Holdings) Company Limited (SEHK:518) for HKD 98 million on September 4, 2017. The transaction includes the sale of entire issued capital of Sing Yang (sale shares) and assignment of Sing Yang's loan (sale loan). As part of consideration, Happy Splendid will pay a total amount of HKD 98 million for the sale loan and sale shares with sale loan amount fixed as the face value for the loan at completion of the transaction and sale share value derived after deducting this sale share amount from HKD 98 million cap. If the total outstanding amount of the sale loan exceeds or equal to HKD 98 million, the price for the assignment of the sale loan will be HKD 97.999999 million and the price for the sale of sale shares will be HKD 1. In a related transaction, Happy Splendid Limited entered into sale and purchase agreement to acquire Tungtex Trading Company Limited from Tungtex (Holdings) Company. For the year ended March 31, 2017, Sing Yang reported turnover of HKD 290.27 million, net loss before tax of HKD 86.39 million and net loss after taxation of HKD 86.39 million. As at March 31, 2017, the net liabilities of Sing Yang were HKD 214.2 million and unaudited total asset value of approximately HKD 220 million. The transaction is subject to approval by the independent shareholders of Tungtex (Holdings) Company, Tungtex Trading Company ceasing to carry out its trading business, repayment or settlement of all outstanding amount due except the sale loan between remaining Tungtex (Holdings), Sing Yang and Tungtex Trading before closing, all corporate guarantee or other form of security given to secure the borrowings of Sing Yang having been released and cancelled and all necessary waivers, consents, approvals or other documents (including but not limited to any tax clearance) having been obtained. Independent Board committee comprising all the independent non-executive Directors i.e. Tony Chang Chung Kay, Robert Yau Ming Kim and Leslie Chang Shuk Chien, has been established by the Board to advise the independent shareholders. If the conditions are not fulfilled or waived at or before the long stop date (March 31, 2018), all rights and obligations of the parties to the agreement shall cease and terminate. Completion shall take place on the fifth business day after the last outstanding condition shall have been fulfilled or waived. Tungtex (Holdings) Company intends to use the net proceeds for general working capital of the remaining group’s trading business to improve its profit margin and overall business prospects. VBG Capital Limited acted as financial advisor for Tungtex (Holdings). As of September 29, 2017, Tungtex (Holdings) Company appointed Alliance Capital Partners Limited as the Independent Financial Adviser to advise Independent Board Committee and the Independent Shareholders. Happy Splendid Limited cancelled the acquisition of Sing Yang (Overseas) Ltd. from Tungtex (Holdings) Company Limited (SEHK:518) on January 12, 2018.