Wealth Glory Holdings Limited (SEHK:8269) entered into a memorandum of understanding to acquire Guangzhou Shouchuang Investment Limited from Jijie and others for approximately CNY 5 million on January 17, 2014. The consideration for the acquisition shall be paid by Wealth Glory Holdings Limited in cash or by Wealth Glory Holdings Limited by to allotting and issuing new shares, or a combination of cash and stock or any other kind of consideration. If any part of the consideration is payable by Wealth Glory Holdings Limited by issuing shares, the issue price of and/or the initial conversion price for new shares shall be subject to further in the formal agreement. If the formal agreement is not entered into on or before the date falling three months from the date of memorandum of understanding, or such later date as Jijie and others and the Wealth Glory Holdings Limited may agree, the memorandum of understanding shall cease and terminate, and neither party shall have any obligations and liabilities to each other.

The acquisition is subject to results of due diligence review on Guangzhou Shouchuang Investment Limited, all necessary consents, licences and approvals required to be obtained on the part of Jijie and others in respect of formal agreement, all necessary consents, licences and approvals required to be obtained on the part of the Purchaser in respect of the Formal Agreement, approvals from the relevant regulatory authorities and, completion of the acquisition of share transfer agreement where Guangzhou Shouchuang Investment Limited will acquire 49% stake in AVIC Southern Coal Trading Center Limited and if required, the shareholders passing extraordinary general meeting an ordinary resolution of Wealth Glory Holdings Limited approving formal agreement. The acquisition is subject to the execution and completion of the formal agreement. It is also agreed that Jijie and others will not within 3 months after the date of memorandum, discuss or negotiate with any party other than Wealth Glory Holdings Limited in relation to the acquisition or other corporate assets and interest in relation to acquisition. The memorandum does not constitute legally-binding commitment in respect of the acquisition.

As of April 1, 2014, Wealth Glory Holdings Limited (SEHK:8269) entered into an acquisition agreement to acquire Guangzhou Shouchuang Investment Limited from Jijie and others. The Directors of Wealth Glory are of the view that the consideration and the terms of the acquisition are on normal commercial terms and are fair and reasonable. The consideration is intended to be funded by internal resources of Wealth Glory. Guangzhou Shouchuang Investment Limited had net loss of CNY 0.02 million and net assets of CNY 1.98 million for the year ended December 31, 2013. The 1st long stop date is May 15, 2014, up to when all necessary consents and approvals required to be obtained. If extended, the 2nd long stop date is July 15, 2014. Completion shall take place after all the conditions precedent of the acquisition agreement has been fulfilled. As on July 15, 2014, the second long stop date has been extended to August 31, 2014 from July 15, 2014. The aggregate consideration will be settled by Wealth Glory Holdings Limited in cash within three months from the date of completion. Divine Network Limited acted as an arranger to Wealth Glory for a fee of CNY 7.6 million.