Wan Kei Group Holdings Limited (SEHK:1718) entered into a non-legally binding memorandum of understanding to acquire 51% stake in Matsu Gami IP Development Limited from Massive Dynamic Venture Limited and Shen Kan on August 26, 2019. Wan Kei Group Holdings Limited entered into a sale and purchase agreement to acquire 51% stake in Matsu Gami IP Development Limited from Massive Dynamic Venture Limited, Shao Chao and Shen Kan for HKD 76.5 million on December 10, 2019. Under the terms, the sellers will sell not less than 51% stake in Matsu Gami and will receive a refundable earnest amount of HKD 10 million which will be applied as part of the consideration for the potential acquisition if the parties proceed to the signing and completion of the binding agreement. A refundable deposit of HKD 10 million payable within 10 days after signing agreement and remaining balance of HKD 56.5 million payable upon completion. Wan Kei Group Holdings Limited also grant option under agreement to Massive Dynamic Venture Limited and others that they can exercise put option within the period beginning on the date of the completion and ending of the 30th business day after determination of last guaranteed period. As of September 4, 2020, the parties entered into second supplemental agreement under which Wan Kei Group Holdings Limited conditionally agreed to acquire 35% stake in Matsu Gami IP Development Limited from Massive Dynamic Venture Limited and Shen Kan for HKD 41.5 million. Additionally under second supplemental agreement Wan Kei Group Holdings Limited has a call option to acquire additional 16% in Matsu Gami IP Development Limited from Massive Dynamic Venture Limited and Shen Kan for HKD 35.03 million within a period ending 2020-2022. The transaction is subject to satisfactory results of due diligence to be conducted by Wan Kei, the successful completion of the restructuring of the target group, and the signing of a formal sale and purchase agreement within an exclusivity period of six months after the date of the memorandum of understanding. Transaction is also conditional to conditions like no events having occurred which may result in any material adverse effect on the financial performance, business or assets, operating results or business prospects of company, all warranties given by the Vendor being true, accurate, Wan Kei Group Holdings Limited having paid the First Earnest Money and the Second Earnest Money and obtained and fulfilled all necessary approvals, notices and clearances of any relevant regulatory authorities. The final terms of the binding agreement are still subject to further negotiation and have yet to be finalized. As of September 4, 2020, all conditions to transaction fulfilled. Transaction is expected to close on or before June 9, 2020. As of June 9, 2020, the parties entered into a supplemental agreement to extend the long stop date to September 9, 2020. DL Securities (HK) Limited acted as financial advisor and ZHONGHUI ANDA CPA Limited acted as accountant for Wan Kei Group Holdings Limited. LCH (Asia-Pacific) Surveyors Limited acted as valuer in the transaction. Wan Kei Group Holdings Limited (SEHK:1718) completed the acquisition of 35% stake in Matsu Gami IP Development Limited from Massive Dynamic Venture Limited and Shen Kan for HKD 41.5 million on September 4, 2020. As per the terms of the sale and purchase agreement, the board of Wan Kei Group Holdings Limited is pleased to announce the Guaranteed Profit and Guaranteed IP Right for the 2020-2021 Guaranteed Period have been fulfilled. As of September 10, 2021, Wan Kei Group Holdings Limited decided that it will not exercise the call option during the 1st exercise period, and defers its decision of whether to exercise the call option during the 2nd exercise period after taking into account the business and financial performance of the matsu gami group for the year ended 31 march 2022, whilst continue to reserve its right to exercise the call option at its sole discretion during the 2nd exercise period.