Zhuhai Port (Hong Kong) Co., Ltd. made an offer to acquire Xinghua Port Holdings Ltd. (SEHK:1990) from a group of shareholders for HKD 2.1 billion on July 29, 2020. Zhuhai Port (Offeror) will pay HKD 2.597 per share less the Dividend Adjustment (if any), in cash. The Offeror intends to finance and satisfy the consideration payable under the Offer by a loan facility granted by China Merchants Bank Co., Ltd., Hong Kong Branch. Petroships Investment Pte Ltd. and Ng Family holding 9.56% and 60.81% stake respectively in Xinghua Port Holdings Ltd. has irrevocably undertaken to accept the offer. If the Offeror acquires 90% stake in Xinghua Port Holdings Ltd. the Offeror intends to compulsorily acquire all those Offer Shares not acquired by the Offeror under the Offer. Post completion, Xinghua Port Holdings Ltd. will become a direct wholly-owned subsidiary of the Offeror and an application will be made for the withdrawal of the listing of the Shares from Stock Exchange. The Independent Board Committee, comprising Tan Chian Khong, Soh Ee Beng and Ting Yian Ann, being all the independent non-executive Directors, and Lee Cheong Seng, being the non-executive Director, has been established by Xinghua Port Holdings It is the intention of the Offeror to continue with the Xinghua Port Holdings existing principal business following the close of the Offer. Upon the offer becoming or being declared unconditional, all the existing Directors, namely Patrick Ng, Kor Tor Khoon, Jane Ng, Lee Cheong Seng, Tan Chian Khong, Soh Ee Beng and Ting Yian Ann, shall resign from the Board. The offer is subject to the only Condition that valid acceptances of the Offer being received of at least 90% of the shares of Xinghua Port Holdings Ltd. The offer has beeb approved by board of directors of Zhuhai Port Co., Ltd. parent of the Offeror, board of directors of the Offeror, and by sole shareholder of the Offeror. The Independent Board Committee of Xinghua Port Holdings Ltd, along with independent financial advisor recommended its shareholders to accept the offer. As of August 25, 2020, the company has obtained the "Enterprise Borrowing Foreign Debt Record Registration Certificate" issued by the National Development and Reform Commission ( [2020] No. 572), and the "Overseas Investment Certificate" issued by the Guangdong Provincial Development and Reform Commission Project Filing Notice (Guangdong Development and Reform Opening Letter [2020] No. 1449) and the “Enterprise Overseas Investment Certificate” (Overseas Investment Certificate No. N4400202000510) issued by the Guangdong Provincial Department of Commerce,. At the same time, it completed the registration of ODI's Chinese shareholders' external obligation at the Zhuhai Central Branch of the State Administration of Foreign Exchange, and obtained the foreign exchange "Business Registration Certificate". The offer has become unconditional in all respects on September 16, 2020. The offer will close on September 16, 2020. As per announcement of September 16, 2020, the offer will remains open for acceptance for 14 days until September 30, 2020. Essence Corporate Finance (Hong Kong) Limited and CMB International Capital Corporation Limited acted as financial adviser to the Zhuhai Port (Hong Kong). Essence International Securities (Hong Kong) Limited acted as agent in the transaction for Zhuhai Port (Hong Kong). Donvex Capital Limited has been appointed, as the Independent Financial Adviser to Independent Board Committee of Xinghua Port Holdings Ltd. Boardroom Share Registrars (HK) Limited acted as registrar to Xinghua Port Holdings Ltd. Raymond Oh of Sidley Austin LLP acted as legal advisor to Zhuhai Port (Hong Kong) Co., Ltd.