Kaisa Group Holdings Ltd. (SEHK:1638) to launch a mandatory unconditional offer to acquire an additional 43.4% minority stake in Eagle Legend Asia Limited (SEHK:936) for approximately HKD 210 million on April 28, 2021. Under the offer, Offeror will acquire 460 million shares of Eagle Legend at a price of HKD 0.45 per share in cash. In a related transaction, Kaisa Group Holdings Ltd. entered into the agreement to acquire 30.6% stake in Eagle Legend Asia Limited from Zeng Li for approximately HKD 150 million on April 28, 2021. Offeror has sufficient financial resources to pay the consideration under the offer. As of April 28, 2021, Offeror does not have any stake in Eagle Legend, whereas, Excel Range, which has signed the Acting In Concert Undertaking and is a party acting in concert with the Offeror, held 275,600,000 Eagle Legend Shares, representing 26% of the entire issued share capital of Eagle Legend. Post completion of agreement, offeror will have 56.3% stake in Eagle Legend, post which Offeror to launch an offer for remaining 43.4% stake in Eagle Legend.

The Offeror intends to nominate new directors to the board of directors of Eagle Legend with effect from a date which is no earlier than such date as permitted under the Takeovers Code or such later date as the Offeror considers to be appropriate. The Offeror intended to continue the existing principal businesses of the Eagle Legend Group and had no intention to discontinue the employment of the employees or to dispose of or re-deploy the assets of the Eagle Legend Group other than those in its ordinary course of business. The Offeror intends to maintain the listing of the Eagle Legend Shares on the Stock Exchange following the close of the Offer. The Offer will be unconditional in all aspects. Pursuant to Rule 2.1 of the Takeovers Code, the Independent Board Committee comprising the independent non-executive directors of Eagle Legend who have no direct or indirect interest in the Offer, namely Xu Xiaowu, Li Yongjun and Diao Yingfeng, has been established to advise the Eagle Legend Independent Shareholders in connection with the Offer and in particular as to whether the terms of the Offer are fair and reasonable and as to the acceptance of the Offer. The Board of Eagle Legend Asia recommend its shareholders to approve the transaction. The closing date of the offer is June 18, 2021.

Rainbow Capital (HK) Limited acted as financial advisor to Kaisa Group. Red Sun Capital Limited acted as financial advisor to the Independent Board Committee of Eagle Legend Asia Limited.

Kaisa Group Holdings Ltd. (SEHK:1638) completed the acquisition of an additional 0.002% minority stake in Eagle Legend Asia Limited (SEHK:936) for approximately HKD 0.01 million on June 18, 2021.