Ng Kwok Wing Michael made an offer to acquire remaining 40.53% stake in Celebrate International Holdings Limited (SEHK:8212) for approximately HKD 110 million on December 5, 2017. Ng Kwok Wing Michael will acquire 621.57 million shares at the price of HKD 0.17 per share in cash. In related transaction, Ng Kwok Wing Michael acquired 59.47% stake in Celebrate International Holdings Limited from a group of sellers for approximately HKD 160 million. Ng Kwok Wing Michael intends to finance and satisfy the consideration payable under the offer with its internal resources and the facility which is secured by the share charge and guaranteed by certain guarantors. Ng Kwok Wing Michael obtained HKD 251 million loan facility from Southwest Securities (HK) Brokerage Limited to fund the transaction with a loan facility of HKD 251 million out of which HKD 101 million will be used to fund this deal. Ng Kwok Wing Michael does not intend to avail itself of any power of compulsory acquisition. Ng Kwok Wing Michael intends to maintain listing of Celebrate International Holdings Limited. Ng Kwok Wing Michael has no intention to terminate the employment of any employees of Celebrate International Holdings Limited or to make significant changes to any employment or to dispose of or re-allocate the Celebrate International Holdings Limited’s assets which are not in the ordinary and usual course of business. The offer will be unconditional in all respects and will not be conditional upon acceptances being received in respect of a minimum number of shares or any other conditions. Independent Board committee, comprising all independent non-executive Directors, namely, Wong Lai Na, Tse Yuen Ming and Sit Bun of Celebrate International Holdings Limited has been formed to advise the independent shareholders of Celebrate International Holdings Limited as to whether the terms of the offer are fair and reasonable and as to acceptance of the offer. As on December 27, 2017, the independent committee recommended the offer to the shareholders of Celebrate International Holdings Limited. The tender offer will commence from December 5, 2017 and will close on January 17, 2018. China AF Corporate Finance Limited and Great Wall Pan Asia Corporate Finance Limited acted as financial advisors and Tricor Tengis Limited acted as registrar to Celebrate International Holdings Limited. Southwest Securities (HK) Capital Limited acted as financial advisor to Ng Kwok Wing Michael. Ng Kwok Wing Michael completed the acquisition of stake 5.19% stake in Celebrate International Holdings Limited (SEHK:8212) for HKD 13.5 million on January 17, 2018. As on January 17, 2018, the tender offer got closed and around valid acceptance for 79.6 million representing approximately 5.19% of the entire issued share capital of Celebrate International Holdings Limited were received. The offer will not be revised or extended. Prior to the completion, Ng Kwok Wing Michael held 59.47% and post completion, Ng Kwok Wing Michael will now hold 64.66% stake in Celebrate International Holdings Limited.