Noble Century Investment Holdings Limited (SEHK:2322) entered into a sale and purchase agreement to acquire ChaoShang Financial Holding Limited from Au Kwong Hoi, Guo Keqin and Harmony Happy Limited for HKD 250 million on January 7, 2019. Pursuant to the terms of the acquisition, Noble Century will acquire a total of 0.013 million shares of ChaoShang Financial Holding Limited. Out of these 0.013 million shares, 0.006 million shares or 46.15% shareholding will be acquired from Au Kwong Hoi, 0.004 million shares or 28.85% shareholding will be acquired from Guo Keqin, whereas 0.003 million shares or 25% shareholding will be acquired from Harmony Happy Limited. The consideration paid by Noble Century will include HKD 30 million by way of cash as a refundable deposit within 60 days of the sale and purchase agreement, another HKD 182.5 million to be paid at completion and the remaining HKD 37.5 million (the total retained consideration), shall be retained by Noble Century at completion as security and subject to fulfillment of the relevant Guaranteed Profit, the Total Retained Consideration shall be released and payable by Noble Century to Au Kwong Hoi, Guo Keqin and Harmony Happy Limited subject to First, Second, Third and Fourth Guaranteed Profit. Upon completion of the acquisition, ChaoShang Financial will become the wholly owned subsidiary of Noble Century Investment. Noble Century Investment Holdings Limited entered into a supplemental agreement to the sale and purchase agreement to acquire ChaoShang Financial Holding Limited from Au Kwong Hoi, Guo Keqin and Harmony Happy Limited on March 20, 2019. In connection with the acquisition, the Board proposes to change the existing name of Noble Century Investment Holdings Limited to “Hong Kong ChaoShang Group Limited”. For the year ended December 31, 2018, ChaoShang Financial Holding Limited reported revenue of HKD 58.8 million and profit after tax of HKD 22.1 million. The total assets, and net assets of ChaoShang Financial Holding as at December 31, 2018 were approximately HKD 198.2 million and HKD 138.8 million respectively. The transaction is subject to Noble Century being satisfied by the results of the due diligence review to be conducted pursuant to the terms and conditions of the sale and purchase agreement, all necessary approvals and consents to be received from the shareholders of ChaoShang Financial, warranties given by Au Kwong Hoi, Guo Keqin and Harmony Happy Limited to be accurate and not misleading, ChaoShang Securities and/or ChaoShang Asset Management (as the case maybe) having executed the employment contracts with each of the Responsible Officers, entering into the Disposal Agreement(s) in relation to the entire issued share capital of ChaoShang Entertainment, ChaoShang Group Co, ChaoShang International, ChaoShang Bullion, ChaoShang OBOR, ChaoShang Wealth Management and ChaoShang Credit by the ChaoShang Financial Holding Limited, approval from Securities and Futures Commission of Hong Kong and entering into Lease Agreement. The transaction also needs to be approved by the shareholders of Noble Century in a special general meeting. As of March 28, 2019, Noble Century Investment entered into a lease agreement, subsequently the condition of lease agreement have been fulfilled. On May 31, 2019, the sale and purchase agreement was approved by the shareholders of Noble Century Investment Holdings Limited at the special general meeting. On June 28, 2019, the long-stop date has been extended to September 30, 2019 as additional time is required for the parties to satisfy certain conditions as set out in the sale and purchase agreement. As additional time is required for the parties to satisfy certain conditions to prepare for Completion, on September 30, 2019, the Vendors and ChaoShang Financial Holding have agreed to further extend the Long Stop Date to December 31, 2019.