8Telecom International Holdings Co. Ltd. (SGX:AZG) entered into a memorandum of understanding to acquire 51% stake in China Commodity Market Pte. Ltd. and 51% stake in China Commodity Shopping Centre Pte. Ltd. from Letu Investment Pte. Ltd. and New Pacific Trading Pte. Ltd. (sellers) in December 2017. On March 8, 2018, 8Telecom International Holdings Co. Ltd. entered into a conditional sale and purchase agreement to acquire 51% stake in China Commodity Market Pte. Ltd. and 51% stake in China Commodity Shopping Centre Pte. from Letu Investment Pte. Ltd. and New Pacific Trading Pte. Ltd. for SGD 8 million. Under the terms, 8Telecom International Holdings Co. Ltd. will acquire 0.05 million shares (51% stake) of China Commodity Market Pte. Ltd. wherein sellers will sell 0.025 million shares each and acquire 0.05 million shares (51% stake) of China Commodity Shopping Centre Pte. Ltd. wherein sellers will sell 0.025 million shares each. As consideration to Letu Investment Pte. Ltd., SGD 0.72 million will be paid through issuance of new shares in 8Telecom International Holdings Co. Ltd. on completion or such later date as the parties may agree; upon completion, the sum of SGD 0.175 million provided to China Commodity Market Pte. Ltd. as a loan by 8Telecom International Holdings Co. Ltd. shall be assigned by China Commodity Market Pte. Ltd. to Letu Investment Pte. Ltd. and the parties shall agree to offset the assigned loan as part of the consideration at completion. In the event of termination of the agreement, Letu Investment Pte. Ltd. shall refund the loan in no later than one week from the date of such termination. SGD 1.6 million shall be paid in cash one year from the completion date, SGD 1 million in cash 2 years from the completion date and SGD 0.505 million in cash 3 years from the completion date. As consideration to New Pacific Trading Pte. Ltd., SGD 0.72 million will be paid through issuance of new shares in 8Telecom International Holdings Co. Ltd. on completion or such later date as the parties may agree; upon completion, the sum of SGD 0.175 million provided to China Commodity Shopping Centre Pte Ltd. as a loan by 8Telecom International Holdings Co. Ltd. shall be assigned by China Commodity Shopping Centre Pte Ltd. to New Pacific Trading Pte. Ltd. and the parties shall agree to offset the assigned loan as part of the consideration at completion. In the event of termination of the agreement, New Pacific Trading Pte. Ltd. shall refund the loan in no later than one week from the date of such termination. SGD 1.6 million shall be paid in cash one year from the completion date, SGD 1 million in cash 2 years from the completion date and SGD 0.505 million in cash 3 years from the completion date. 8Telecom International Holdings Co. Ltd. intends to issue up to 16 million consideration shares in relation to the acquisition with 8 million to Letu Investment Pte. Ltd. and 8 million to New Pacific Trading Pte. Ltd. Post completion of the transaction, 8Telecom International Holdings Co. Ltd. will hold 51% in each of China Commodity Market Pte. Ltd. and China Commodity Shopping Centre Pte. Ltd. and each of the sellers will continue to hold 24.5% stake in both China Commodity Market Pte. Ltd. and China Commodity Shopping Centre Pte. Ltd. The consideration is planned to be financed using internal sources of funds and where required, financial institution borrowings and facilities. On June 25, 2018, 8Telecom International Holdings Co. Ltd. entered into subscription agreements for a proposed placement of 22.48 million shares at SGD 0.103 per share, raising SGD 2.3 million. 50% of the proceeds will be used by 8Telecom International Holdings Co. Ltd. for the acquisitions. 8Telecom International Holdings Co. Ltd. also proposed to change its name to Asia E-Supermarket Holdings Co. Ltd. The transaction is subject to satisfactory outcome of due diligence, the resolution of the Board of Directors and shareholders, where applicable, of 8Telecom International Holdings Co. Ltd., the resolution of the Board of Directors and shareholders, where applicable, of sellers and of China Commodity Market Pte. Ltd. and China Commodity Shopping Centre Pte. Ltd., all necessary consents, approvals, and waivers of any government bodies, stock exchange, and other regulatory authority, including (if required) the approval in-principle of the SGX-ST being obtained and approval in-principle being granted by the SGX-ST for the listing and quotation of the consideration shares and other customary conditions. 8Telecom International Holdings Co. Ltd. will seek approval of its shareholders for the proposed acquisition. On August 20, 2018, 8Telecom International Holdings Co. Ltd. received the approval in-principle from the SGX-ST for the listing and quotation of consideration shares. As of November 2, 2018, the Board of Directors of 8Telecom International Holdings Co. Ltd. (save for Liu Lu, Wang Zhejun and Zhang Yuanyuan) recommended the shareholders to vote in favor of the transaction. 8Telecom International Holdings' shareholders' special general meeting (SGM) will be held on November 28, 2018. On November 7, 2018, Singapore Exchange Securities Trading Limited (SGX-ST) withdrew its clearance for the circular issued in respect of the transaction, as SGX-ST had some queries related to circular. SGX-ST requested to put the acquisition on hold pending their satisfaction of all queries and issues relating to the transaction. 8Telecom International Holdings Co. Ltd. withdrew its SGM notice pursuant to which it will not be holding its SGM on November 28, 2018. On February 8, 2019, SGX-ST rejected the application for the listing and quotation of consideration shares. The transaction is expected to complete no later than 6 months from the date of the agreement (completion date). As of September 10, 2018, the long stop date of the transaction was extended from September 7, 2018 to December 31, 2018. As of December 27, 2018, the long stop date of the transaction was extended from December 31, 2018 to June 30, 2019. Foo Kon Tan LLP acted as an auditor and Tricor Barbinder Share Registration Services acted as a registrar to 8Telecom International Holdings Co. Ltd. 8Telecom International Holdings Co. Ltd. (SGX:AZG) cancelled the acquisition of 51% stake in China Commodity Market Pte. Ltd. and 51% stake in China Commodity Shopping Centre Pte. Ltd. from Letu Investment Pte. Ltd. and New Pacific Trading Pte. Ltd. on February 12, 2019. The transaction was terminated because SGX-ST did not provide clearance to 8Telecom International Holdings' circular in relation to the acquisition. 8Telecom International Holdings Co. Ltd. commenced negotiations with China Commodity Market Pte. Ltd. and China Commodity Shopping Centre Pte. Ltd. to repay the loan provided to them with an expectation to conclude the negotiations by no later than the end of February 2019.