CCOOP Group Co., Ltd. (SZSE:000564) made an offer to acquire 44.19% stake in China Shun Ke Long Holdings Limited (SEHK:974) for approximately HKD 510 million on January 23, 2017. Under the terms, Dakin Securities, on behalf of Xi'an Minsheng Group, made an offer of HKD 3.95 per share of China Shun Ke Long Holdings Limited. Approximately 130 million shares will be subject to the offer however, the maximum cash amount to be paid to offer shareholders in respect of acceptances under the offer is approximately HKD 350 million, based on the offer price of HKD 3.95 per share and approximately 89.5 million offer shares (being a total of approximately 290 million shares in issue less (i) the sale shares of approximately 160 million shares to be held by the offeror and (ii) the approximately 38.9 million shares to be held by the vendors and Shun Ao after completion, in respect of which the vendors, the guarantor and Shun Ao have undertaken not to accept the offer and, during the offer period, will not transfer, dispose of or otherwise make any of the remaining shares available for acceptance under the offer). The total cash consideration will be funded by internal resources of the offeror.

An independent Board committee, comprising all non-executive Directors, namely Chen Yijian, Lao Weiping and Zhang Bei, and all independent non-executive Directors, namely Guan Shiping, Sun Hong and Shin Yick Fabian, has been established by the China Shun Ke Long Holdings Limited. Currently, China Shun Ke Long Holdings Limited board is made up of nine Directors, comprising three executive Directors, three non-executive Directors and three independent non-executive Directors. Following the completion, it is intended that all the current executive Directors and non-executive Directors (save and except Lao Songsheng and his alternate Director) will resign from the Board with effect from the day immediately after the first closing date of the offer. The offeror intends to nominate new Directors to the Board with effect from a date no earlier than the date of the composite offer document or at a date as permitted under the Takeovers Code. The offeror intends to maintain the listing of the shares of China Shun Ke Long Holdings Limited on the Stock Exchange upon close of the offer. The offer is subject to completion of share purchase transaction.

As on February 23, 2017, the shareholders have approved the name change of Xi'an Minsheng Group Co.,Ltd. to CCOOP Group Co., Ltd. and a new business license was issued or Industry and Commerce. The transaction is still subject to making an application to MOFCOM under the Anti-Monopoly Law of China, filing the requisite submission and making the requisite registration or notification to the relevant governmental authorities. As on March 13, 2017 Xi'an Minsheng Group Co.,Ltd. got approval for extension time in dispatching composite offer document to the shareholders. Xi'an Minsheng Group Co.,Ltd. has been changed to CCOOP Group Co., Ltd. (SZSE:000564) after shareholder approval on January 23, 2017. A new business license was issued by Xi'an Minsheng for industry and commerce on February 23, 2017, effecting the change of name of Xi'an Minsheng. As on April 13, 2017, CCOOP Group Co., Ltd. has applied to the Executive and the Executive has granted its consent to an extension of time to dispatch the composite offer document by July 6, 2017. As of May 19, 2017, the composite document was dispatched for the offer to the shareholders. The offer period is from May 19, 2017 to June 9, 2017.

Lego Corporate Finance Limited acted as financial advisor to independent board committee of China Shun Ke Long Holdings Limited. Dakin Capital Limited and Hong Kong International Capital Management Limited acted as financial advisor to Xi'an Minsheng Group. Innovax Capital also acted as financial advisor to China Shun Ke Long Holdings Limited.