V1 Group Limited (SEHK:82) entered into an agreement to acquire Fengkuang Tiyu (HK) Limited from Rising Green Limited for HKD 630 million on January 4, 2018. According to terms of the consideration V1 Group Limited will satisfy the consideration by cash, issue of shares and convertible bonds. The cash consideration will be HKD 238.04 million being approximately 38% of the consideration, shall be payable in 3 batches, first batch will be of HKD 79.34 million upon completion, HKD 79.34 million within 5 business days after the financial year ending December 31, 2018, and HKD 79.34 million within 5 business days after the financial year ending December 31, 2019. The consideration through issue of shares will be for HKD 251.69 million being approximately 40% of the consideration shall be satisfied by way of issue of 880 million shares. The shares shall be issued in 3 batches, 293.3465 million shares will be issued within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2018, within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2019, and within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2020. The consideration through issues of convertible bonds will be HKD 140.26 million being approximately 22% of the consideration shall be satisfied by way of issue of 449.5 million conversion shares. The convertible bonds consideration shall be issued in 3 batches, HKD 46.75 million within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2018, within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2019, and within 5 business days after the date of issuance of the audited report for the financial year ending December 31, 2020. For the year ended December 31, 2017, Fengkuang Tiyu (HK) Limited reported total revenue of HKD 102.78 million, net profit before tax of HKD 11.93 million, net profit after tax of HKD 11.72 million, total assets of HKD 42.28 million and net assets of HKD 21.49 million. The transaction is subject to approval of the shareholders of V1 Group Limited, stock exchange approval and due diligence. The independent board committee has been established to advise the independent shareholders of V1 Group Limited. The long stop date of the transaction is March 31, 2018. As per announcement of March 29, 2018, the long stop date of the transaction is extended to June 30, 2018. Amasse Capital Limited acted as financial advisor to V1 Group Limited.