Tops Properties Limited entered into an agreement to acquire Prized Developments Limited from China Foods Limited (SEHK:506) for approximately CNY 610 million on December 31, 2015. Under the terms of transaction, China Foods will transfer its equity interests and shareholder's loan, each relating to Prized Developments, to Tops Properties. The purchase price is subject to potential adjustments. Tops Properties shall pay CNY 393.77 million for the equity interests and CNY 217.23 million for the shareholder's loan. The purchase price shall be paid in two installments. The first installment of CNY 393.77 million is expected to be paid by Tops Properties within 15 business days after the conditions are met, including approval of deal by Board and shareholders of China Foods and approval by the Board or shareholders of Tops Properties and by shareholders of COFCO Property, among others. The second installment, an amount equal to CNY 217.23 million is expected to be paid by Tops Properties within 15 business days after conditions are met, including registration for Prized Developments' share transfer has been completed and others.

Prized Developments recorded revenue of CNY 288.87 million and profit after tax of CNY 35.97 million, as on December 31, 2014. Under the terms of transaction, in the event that Prized Developments incurs any loss in excess of CNY 50 million for the period from July 1, 2015 to the closing date, China Foods will be responsible for the portion of the loss in excess of CNY 50 million. An independent Board Committee has been formed to advise and provide recommendation to the independent shareholders on the agreement. China Foods will convene a general meeting of shareholders seeking approval for the transaction. The general meeting of shareholders of China Foods will be held on May 6, 2016 to consider the transaction. The Board of China Foods recommends its shareholders to vote for the transaction. China Foods intends to use the proceeds from sale to repay certain bank borrowings when they fall due and for general working capital. Centurion Corporate Finance Limited acted as the financial advisor, Jingtian & Gongcheng acted as legal advisor and Tricor Progressive Limited acted as registrar to China Foods Limited. Savills Valuation and Professional Services Limited acted as valuer in the transaction. The conversion was done by www.oanda.com as onm December 31, 2014.