Xu Gefei made a voluntary conditional offer to acquire 96.12% stake in Teamway International Group Holdings Limited from Cao Longbing, Ling Zheng, Bright State Investment Limited, Media Range Limited, Riverwood China Growth Fund and others for approximately HKD 530 million on January 10, 2018. The consideration will be paid in cash. Under the terms of the offer, HKD 0.05 will be offered for each share of Teamway International Group Holdings Limited. Consideration will be paid as soon as possible but in any event within seven business days following the later of the date on which the offer becomes, or is declared unconditional or the date on which the duly completed acceptance of the offer and the relevant documents of title of the offer shares or the share options (as the case may be) in respect of such acceptance are received. Currently, Cao Longbing, Ling Zheng, Bright State Investment Limited and Media Range Limited hold 0.03%, 8.43%, 19.79% and 7.55% stake respectively in Teamway International Group Holdings Limited. The offer will be financed by a shareholder’s loan provided by Xu Gefei and/or a loan facility of HKD 360 million granted by China Goldjoy Credit Limited. The full amount of the loan facility has been drawn down. Xu Gefei has no intention to privatize Teamway International Group Holdings Limited and will maintain the listing of the shares of Teamway International Group Holdings Limited on stock exchange. Also there is no intention of compulsorily acquiring the untendered shares. Xu Gefei has no intention to terminate the employment of any employees of Teamway International Group Holdings Limited and no significant changes to any employment will be made. The offer is subject to minimum tender of 50% shares of Teamway International Group Holdings Limited, the shares remaining listed and traded on the stock exchange up to the closing date and there being no change to have a material adverse effect on Teamway International Group Holdings Limited. An independent Board committee, comprising all independent non-executive Directors, has been formed to advise the independent shareholders as to whether the terms of the offer are fair and reasonable and as to acceptance of the offer. As on January 31, 2018, the committee considers the offer as fair and reasonable. The offer will remain open for acceptance for at least fourteen days after the offer becomes or is declared unconditional in all respects. The latest day on which the offer can be declared as unconditional as to acceptance is the 60th day after the posting of the composite document which is expected to be posted within twenty-one days of offer. The offer is valid for acceptances till March 7, 2018. If the conditions are not satisfied or waived when the offer closes, the offer will lapse. Great Wall Pan Asia Corporate Finance Limited acted as financial advisor to Xu Gefei and is satisfied that sufficient financial resources are available. Kevin Chan of China AF Corporate Finance Limited acted as financial advisor to independent Board committee and the independent shareholders of Teamway International Group Holdings Limited and considered the offer as fair and reasonable.