China Goldjoy Group Limited (SEHK:1282) made an offer to acquire an additional 36.5% stake in New Sports Group Limited (SEHK:299) for approximately HKD 650 million on January 21, 2019. As per the offer, China Goldjoy Group Limited made an offer to acquire an additional 1.48 billion shares. Under the offer, China Goldjoy Group Limited shall issue 1 new share under share alternative or will pay in cash at HKD 0.435 per share under cash alternative.

In a related transaction, China Goldjoy Group Limited entered into sale and purchase agreement to acquire an additional 37.18% stake in New Sports Group Limited from Zhang Xiaodong and Wu Teng on January 17, 2019. China Goldjoy Group Limited intends to finance the cash consideration payable for the cash alternative under the offer by its internal resources and the facility granted by CCB International Securities Limited. Cash consideration shall be paid within seven days from the date of receipt by the offeror.

Post completion, the offeror intends to maintain the listing status of New Sports Group Limited. An independent Board committee has been established by Board of Directors of New Sports Group Limited to advise the independent shareholders of New Sports Group Limited. The independent committee comprising of Zhan Yushan Non-Executive Director, Chen Zetong, He Suying and Tang Lai Wah who are independent Non-Executive Directors.

The transaction is subject to approval from shareholders of China Goldjoy Group Limited in extraordinary general meeting to be held on April 15, 2019. As of April 15, 2019 shareholders of China Goldjoy Group Limited approved the transaction. The composite offer document shall be dispatched (i) within seven (7) days after the date of completion or (ii) April 30 2019, whichever is earlier.

As of May 3, 2019, the Board recommended shareholders of New Sports Group to not accept the offer. The closing date of the offer is May 24, 2019. CCB International Capital Limited acted as financial advisor to independent Board committee of China Goldjoy Group Limited.

Gram Capital Limited acted as financial advisor for New Sports Group Limited (SEHK:299).