Megalogic Technology Holdings Limited (SEHK:8242) entered into acquisition agreement to acquire China Rise Finance Group Company Limited from Cheng Tun Nei for HKD 45 million on January 28, 2013. Megalogic Technology will pay HKD 4.5 million refundable deposit upon signing of the agreement which shall be applied towards consideration on completion, HKD 15.5 million cash on completion and HKD 25 million by way of issue of the promissory note. Cheng Tun Nei undertakes that consolidated net asset value of China Rise Finance Group shall not be less than HKD 35 million. In case of any shortfall, Megalogic Technology will pay a sum equivalent to shortfall within 7 business days after the completion accounts have been delivered to Megalogic Technology Holdings. Upon completion China Rise Finance Group Company will become a wholly owned subsidiary of Megalogic Technology Holdings.

The net asset value of China Rise Finance Group was HKD 34.46 million at December 31, 2012. For the year ended March 31, 2012, China Rise Finance Group had profit before taxation of HKD 7.13 million and profit after taxation of HKD 5.67 million. The transaction is subject to approval of shareholders of Megalogic Technology, approval of Securities and Futures Commission of Hong Kong, due diligence, consents and approvals of the Stock Exchange, approval of relevant third parties and approval of governmental authorities in Hong Kong, the Cayman Islands and British Virgin Island. If the conditions are not fulfilled on or before July 31, 2013, the agreement shall be void. The Directors of Megalogic Technology Holdings consider the transaction to be fair and reasonable and in the interests of Megalogic Technology Holdings and the shareholders as a whole. The Independent Board Committee will be established to advise the independent shareholders in respect of transaction. The transaction is expected to be completed within three business days after fulfillment (or waiver) of all the conditions precedent. The transaction is expected to improve the revenue base and profitability of Megalogic Technology Holdings.