Heshan Onpress Printed Circuits Board Factory Co., Ltd. entered into Sale and Purchase Agreement to acquire Shenzhen Gainbase Printed Circuit Board Co., Ltd. from Cosmos Machinery Enterprises Limited (SEHK:118) for CNY 137 million on October 16, 2023. Consideration is in the form of cash on closing and deferred consideration. Transaction is subject to due diligence investigation, Financial audit of target and approval of offer by target and acquirer board.

Transaction is expected to complete on November 1, 2023. As of November 1, 2024. the time for Completion has been extended to a date on or before 24 November 2023 as agreed between the parties on 1 November 2023.

As of November 17, 2024, The Directors of Cosmos Machinery Enterprises Limited would recommend the Shareholders to vote in favour of the Disposals if it had been necessary to hold a general meeting for such purpose. The transaction is subject to the completion of due diligence investigation to be carried out by the Heshan Onpress Printed Circuits Board Factory Co.; the approval of resolution(s) by the board/general meeting of the Vendor and Purchaser, approving the transactions. Under the terms of the agreement, upon completion the payment of consideration (i) CNY 70 million, will have been paid, taking into account the Deposit which will have been paid prior to Completion, (ii) CNY 20 million on or before January 31, 2024; and (iii) the balance of the consideration payable for the GB Shenzhen Equity Interest (subject to Price Adjustment) to be settled on or before 30 April 2024.

As of April 29, 2024, pursuant to which parties to the Sale and Purchase Agreement have confirmed that the final consideration for the GB Shenzhen Equity Interest following the Price Adjustment is CNY 131,841,620 (i.e. a Price Adjustment of negative CNY 5,158,380). The Price Adjustment was determined with reference to the Completion Audit, and had primarily resulted from losses and liabilities recorded in the Completion Audit Period including write-off of inventory held by GB Shenzhen. parties to the Sale and Purchase Agreement II have agreed to extend Purchaser II?s deadline to settle the Final Instalment from 30 April 2024 to 31 May 2024, and the settlement of intercompany receivables between the Remaining Group and the GB Subsidiaries would also be deferred to a date on or before the Final Instalment is paid.