Great Wall Belt & Road Holdings Limited (SEHK:524) entered into a provisional agreement to acquire Palico Development Limited from Star Group Company Limited (SEHK:1560) for HKD 51.8 million on March 3, 2021. Upon Completion, the Palico Development will become a wholly-owned subsidiary of the Great Wall Belt & Road Holdings and its financial results will be consolidated into the company's consolidated financial statements. The consideration of HKD 2.3 million representing 5% of the total consideration, has been paid upon signing of the provisional agreement; a further deposit of HKD 2.3 million representing 5% of the total consideration, will be paid on or before March 17, 2021; and an additional deposit of HKD 2.3 million representing 5% of the total consideration, is to be paid if the Great Wall Belt & Road Holdings chooses to delay the completion date from July 5, 2021 to September 3, 2021; balance of HKD 46.6 or (if the additional deposit has been paid) HKD 44 million representing 90% or 85% of the total consideration, will be paid on completion. if the current assets of the Palico Development Limited exceed its current liabilities (excluding the sale loan and the amount outstanding under the existing mortgage), the Great Wall Belt & Road Holdings will pay the excess to the Star Group Company pay completion, or the Star Group Company will pay the deficiency to the Great Wall Belt & Road Holdings if the current assets of the Palico Development is less than its current liabilities (excluding the sale loan and the amount outstanding under the existing mortgage) is less than its current liabilities (excluding the sale loan and the amount outstanding under the existing mortgage); if the NTAV of the Palico Development as at the completion date is more or less than zero, the balance may be adjusted upwards or downwards (as the case may be). Great Wall Belt & Road Holdings Limited (SEHK:524) intends to finance the consideration mainly by proceeds of the proposed disposal which is the subject of the Great Wall Belt & Road Holding's circular dated February 24, 2021 and other borrowing.

Palico Development reported audited net asset value of HKD 13.43 million, revenue of HKD 1.22 million, profit before taxation of HKD 3 million and Profit after taxation of HKD 3 million for the year end on December 31, 2020.

The transaction is subject to conditional upon fulfilment of the following conditions; the Star Group Company having provided to the Great Wall Belt & Road Holdings for due diligence review on the financial and all legal aspects of the Palico Development; Star Group Company Limited (SEHK:1560) having procured the Palico Development to prove and give a good title to the Property in accordance with Sections 13 and 13A of the Conveyancing and Property Ordinance (Cap. 219 of the Laws of Hong Kong); unless prior written consent of the Great Wall Belt & Road Holdings has been obtained (which consent should not be unreasonably withheld or delayed), the Palico Development will not enter into any transaction except in the ordinary course of business or as contemplated by the provisional agreement; and all representations, undertakings and warranties given by the Vendor under the provisional agreement are and remain true, accurate, correct in all material respects up to completion; the representations, undertakings and warranties given by Star Group Company in respect of the ownership of the property, no litigation and no encumbrances over the Palico Development's assets in the provisional agreement and the formal agreement (if any) are and remain true, accurate, correct in all material respects up to the completion; and the Star Group providing a legal opinion on its legal capacity to sell the sale shares and to assign the sale loan and the due execution of the said sale and assignment. Completion is to take place on July 5, 2021 (or such later date and time as the Great Wall Belt & Road Holdings and the Star Group Company may agree in writing), or, if the Great Wall Belt & Road Holdings has given notice in writing not less than fourteen (14) working days prior to such date to delay completion and pay the additional deposit September 3, 2021 (or such later date as the Vendor and the Company may agree in writing).

Great Wall Belt & Road Holdings Limited (SEHK:524) completed the acquisition of Palico Development Limited from Star Group Company Limited (SEHK:1560) on September 3, 2021. All condition to the transaction was fulfilled.