Chen Jiarong made an offer to acquire additional 67.93% stake in UKF (Holdings) Limited (SEHK:1468) from Yan Kam Cheong and others for approximately HKD 790 million on February 12, 2018. Chen Jiarong will pay HKD 0.255 per share in cash. In the money options will be paid the difference between the offer per share and exercise price of the options. Chen Jiarong holds 738.26 million shares (16.02% stake) of UKF (Holdings) Limited. In a related transaction, Chen Jiarong entered into a share purchase agreement to acquire additional 15.87% stake in UKF (Holdings) Limited. On completion of the agreement, Chen Jiarong will hold 1.46 billion shares (32.07% stake) of UKF (Holdings) Limited. Wong Chun Chau and Kwok Yin Ning will hold 0.79% and 0.11% stake in UKF (Holdings) Limited respectively after the completion of share purchase agreement and they will not accept the offer for their stake. Chen Jiarong intends to finance the consideration payable under the offer by its internal resources and loan facilities.

Chen Jiarong does not intend to make major changes to the business of UKF (Holdings) Limited and will maintain the listing status. Chen Jiarong has not decided on the future composition of the Board of UKF (Holdings) Limited and may make changes to the composition of the Board by nominating new Directors. The offer is conditional upon receipt of valid acceptances in respect of offer shares which, together with the shares acquired or agreed to be acquired by Chen Jiarong resulting in holding more than 50% of the voting rights in UKF (Holdings) Limited. The option offer will be conditional upon the share offer becoming or being declared unconditional in all respects. The independent Board committee is comprised of Mak Yun Chu, Tang Tat Chi and Hung Wai Che to advise the shareholders and the option holders as to whether the offer is fair and reasonable and as to its acceptance. An independent financial adviser will be appointed to advise the independent Board committee. The Offer have become unconditional in all respects on August 3, 2018. The offer will open on July 25, 2018 and will end on August 29, 2018. As of August 3, 2018, the offer will remain open for acceptance until August 17, 2018. Deloitte Corporate Finance Limited acted as financial advisor to Chen Jiarong. BaoQiao Partners Capital Limited is acted as financial advisor to UKF (Holdings) Limited. Altus Capital Limited acted as financial advisor to the independent board committee of UKF (Holdings) Limited.

Chen Jiarong completed the acquisition of additional 43.02% stake in UKF (Holdings) Limited (SEHK:1468) from Yan Kam Cheong and others on August 17, 2018. Valid acceptance received for 1.9 billion offer shares.