State Energy Group International Assets Holdings Limited (SEHK:918) entered into a sale and purchase agreement to acquire a 60% stake in Super X International Limited from Lee Sip Hop, Andrew and Lee Alexander Chun Lum for HKD 10.8 million on June 27, 2018. Under the terms, State Energy Group International Assets Holdings Limited will acquire 5,000 shares from each of Lee Sip Hop, Andrew and Lee Alexander Chun Lum. The consideration, to be paid in cash at completion of the transaction, will not be more than HKD 10.8 million and will be funded by internal resources of State Energy Group International Assets Holdings Limited. Pursuant to the agreement, Lee Sip Hop, Andrew and Lee Alexander Chun Lum agreed that if the aggregate net profits of Super X International Limited for the three financial years ending March 31, 2021 is less than HKD 9.9 million, Lee Sip Hop, Andrew and Lee Alexander Chun Lum shall compensate State Energy Group International Assets Holdings Limited in cash on or before December 31, 2021 by the agreed amount whereas in the event that any of the net profits of the three years is less than 80% of the guaranteed net profits for the relevant year as set out in the agreement, then State Energy Group International Assets Holdings Limited may, but is not obliged to, require any one or both Lee Sip Hop, Andrew and Lee Alexander Chun Lum to purchase all the shares acquired by State Energy Group International Assets Holdings Limited pursuant to the agreement. In the event that any of the net profits of the three years exceeds the profits guarantee targets for the relevant year as set out in the agreement (profit guarantee surplus), Lee Sip Hop, Andrew and Lee Alexander Chun Lum shall be entitled to receive an amount equivalent to a total of 15% of the Profit Guarantee Surplus, to be apportioned in the ratio of 50:50 between Lee Sip Hop, Andrew and Lee Alexander Chun Lum, in the relevant financial year so long as Lee Sip Hop, Andrew and Lee Alexander Chun Lum remain as Directors of Super X International Limited during the profit guarantee period. Upon completion, Super X International Limited will become a non-wholly owned subsidiary of State Energy Group International Assets Holdings Limited. As a part of the transaction, Super X International Limited shall have five Directors, three of whom shall be appointed by State Energy Group International Assets Holdings Limited, and the remaining two Directors shall be appointed by Lee Sip Hop, Andrew and Lee Alexander Chun Lum during the profit guarantee period. For the year ended March 31, 2018, Super X International Limited had profit after tax of HKD 3.01 million and as at March 31, 2018, net assets of HKD 3.92 million. The transaction is subject to the approval of the shareholders of State Energy Group International Assets Holdings Limited, all necessary consent and approvals from required for the execution, performance and completion of the agreement, including but not limited to those required by the Stock Exchange of Hong Kong Limited, the Securities and Futures Commission and any applicable securities exchange, supervisory, regulatory or governmental body and by the Listing Rules and any applicable laws, rules and regulations; satisfied results of due diligence, State Energy Group International Assets Holdings Limited obtaining a valuation report confirming the valuation of the 100% equity interest of Super X International Limited at not less than HKD 18 million as at June 30, 2018, execution of licensing agreement in favor of and delivered to State Energy Group International Assets Holdings Limited and other customary conditions. The transaction is expected to close by December 31, 2018 (long stop date). State Energy Group International Assets Holdings Limited (SEHK:918) cancelled the acquisition of a 60% stake in Super X International Limited from Lee Sip Hop, Andrew and Lee Alexander Chun Lum on January 2, 2019. As certain conditions in the sale and purchase agreement has not been fulfilled (or waived as the case may be) on or before the long stop date, being December 31, 2018, long stop date for the deal was not extended, the sale and purchase agreement was automatically terminated and lapsed immediately after December 31, 2018. The Board of State Energy Group International Assets Holdings Limited considers that the lapse of the sale and purchase agreement will not have any material adverse effect on the business operation and financial position of State Energy Group International Assets Holdings Limited and its subsidiaries.