Resources Prima Group Limited entered into a binding memorandum of understanding to acquire ChongQing HuangYang Property Development Limited for SGD 33 million on September 28, 2018. The consideration shall be satisfied through issuance of shares at SGD 0.2 per share. The consideration amount, issue price, number of shares to be issued or the mode of consideration may be adjusted subject to advice from Resources Prima Group Limited’s professional advisers. The acquisition includes SiChuan Dading City Property Management Limited, a 90% owned subsidiary of ChongQing HuangYang Property Development Limited. The seller and Resources Prima Group Limited shall negotiate in good faith and use all reasonable endeavors to finalize and enter into the relevant definitive agreement within the period of three months from the date of memorandum of understanding, or such other date as may be agreed between the parties in writing failing which memorandum of understanding will lapse and terminate. The memorandum of understanding shall lapse where Resources Prima Group Limited has proposed a consideration adjustment and the seller does not give its consent in writing within one month. The transaction is subject to satisfaction of all applicable laws and regulations as well as the constitution of Resources Prima Group Limited, satisfaction of the requirements of the catalist rules, including in relation to reverse takeovers and/or very substantial acquisitions, regulatory approvals in Singapore, Hong Kong and the PRC, approval of the SGX-ST for the acquisition, approval of SGX-ST for the listing and quotation of the consideration shares, the approval of the SGX-ST for any share consolidation to comply with the catalist rules, the Securities Industry Council of Singapore approving a dispensation from the requirement to make a general offer by the seller and its concert parties under the Singapore takeover code, the independent shareholders of Resources Prima Group Limited approving a whitewash resolution to waive their rights to receive a general offer from the seller and its concert parties, execution of a legally binding definitive agreement, Resources Prima Group Limited being satisfied with due diligence investigations, no material adverse changes to the business of ChongQing HuangYang Property Development Limited and its and its subsidiary’s assets and the approval of the acquisition and the definitive agreement by the Board and the shareholders of Resources Prima Group Limited. Resources Prima Group Limited cancelled the acquisition of ChongQing HuangYang Property Development Limited on May 3, 2019. The transaction was terminated as Resources Prima Group Limited and the seller had various discussions but the discussions did not materialize into a definitive agreement due to, amongst others, the results of the scoping exercise not being satisfactory to Resources Prima Group Limited. Following the expiry of memorandum of understanding period and there being no agreement on the extension of the period between the parties, the memorandum of understanding has lapsed and terminated in accordance with the memorandum of understanding. The termination of memorandum of understanding will not have any material impact on the earnings per share of Resources Prima Group for the current financial year ending December 31, 2019.