Tomorrow Education Holding Limited and Liu Xue Bin(Offeror) made an offer to acquire 25% stake in Cteh Inc. (SEHK:1620) for HKD 68.3 million on June 5, 2021. Under the terms of offer, Offeror will acquire 300 million shares of Cteh at a price of HKD 0.2278 per share. In a related transaction Offeror agreed to acquire 75% stake in Cteh from BVATH Inc., Bvrth Inc and BVDCH Inc. Offeror intends to finance and satisfy the consideration payable with the internal resources of the Offeror and a margin loan facility provided by CCB International Securities Limited with a guaranteed commitment of HKD 175 million for financing the consideration payable by Tomorrow Education Holding Limited and Liu Xue Bin for the completion of the sale and purchase agreement and the offer, and which is to be secured by the Charged Shares and the financial assets owned by the ultimate beneficial owner of Tomorrow Education Holding Limited and Liu Xue Bin. The Offeror intends to maintain the listing of the shares on the Stock Exchange after the closing of Share Offer. The Board of Cteh is currently made up of two executive Directors, one non-executive Director and three independent non-executive Directors. The Offeror intends to nominate new Directors for appointment to the Board with effect from the earliest time permitted under the Takeovers Code. An independent committee of the Board comprising all independent non-executive Directors, Michael, Edward Ricco, Kitty Yuk Yee Yeung, and Sik Yuen Lau has been established for the purpose of advising the independent shareholders in respect of the offer. The offer will be unconditional in all respects and will not be conditional upon acceptances being received in respect of a minimum number of shares or any other conditions. The Board of Directors of Cteh recommends the independent shareholders to accept the offer. The offer will be open from June 28, 2021 to July 19, 2021. CCB International Capital Limited acted as financial advisor to Offeror. Lego Corporate Finance Limited acted as financial advisor to Cteh. Octal Capital Limited acted as financial advisor to Independent Board Committee of Cteh and the independent shareholders in respect of the offer. Boardroom Share Registrars (HK) Limited acted as registrar to Cteh.