ZMAY Holdings Limited completed the acquisition of 51% stake in 159 Anti-Aging Center (H.K.) Limited from Lin Xiongbinm, Lin Liuyin, Liao Huanzhao, Ren Haiying, Jin Shasha, Shi Haipeng, Li Guiling, Li Bingling, Zheng Zhiguang, Su Zhiwu, Xie Songpeng, Zhou Fei, Lei Hong and Deng Jun Jie.
For the period from March 10, 2011 (date of incorporation) to December 31, 2011, 159 Anti-Aging net loss before or after taxation and extraordinary items is HKD 982.33 mainly from administrative and other operating expenses, the total assets were HKD 2.87 million and the net liabilities were HKD 0.98 million. Upon completion, ZMAY Holdings shall be entitled to nominate 2 Directors to the Board of the 159 Anti-Aging after completion. The deal is subject to due diligence investigation by New Chinese, the execution of service contracts between Stem Cell Technology's major technical personnel and 159 Anti-Aging Center, all consents of the directors and shareholders of 159 Anti-Aging Center and all filings with any relevant governmental or regulatory authorities and other relevant third parties in Hong Kong, the Cayman Islands or any other place which are required or appropriate for the entering into and the implementation of the agreement having been obtained or made; all waiting periods required under the laws of Hong Kong, the Cayman Islands or any other relevant jurisdictions having expired or terminated and all applicable statutory or other legal obligations having been complied with, ZMAY Holdings having received the legal opinion of its patent lawyer and being satisfied with that legal opinion at its absolute discretion.
If the conditions have not been satisfied within 90 days from completion, or such later date as ZMAY Holdings and Advance Victory may agree, the agreement shall cease and terminate. The Directors of ZMAY Holdings consider the consideration to be fair and reasonable and the terms and conditions of the agreement to be on normal commercial terms, are fair and reasonable and are in the interests of ZMAY Holdings and the shareholders as a whole. As of September 6, 2012, the terms of the transaction were amended. As per the amended agreement, the consideration shares to be issued to upon completion are reduced from 317.33 million to 300.67 million. Roma Appraisals Limited acted as valuer of 159 Anti-Aging Center.
ZMAY Holdings Limited (SEHK:8085) completed the acquisition of 51% stake in 159 Anti-Aging Center (H.K.) Limited from Lin Xiongbinm, Lin Liuyin, Liao Huanzhao, Ren Haiying, Jin Shasha, Shi Haipeng, Li Guiling, Li Bingling, Zheng Zhiguang, Su Zhiwu, Xie Songpeng, Zhou Fei, Lei Hong and Deng Jun Jie on September 18, 2012.