Greenfield Chemical Holdings Ltd. (SEHK:582) entered into a sale and purchase agreement to acquire Yueyang Nanhu Meishu Properties Limited from Hong Han Limited for HKD 550 million in notes on January 22, 2013. Greenfield will acquire shares of Yueyang and shareholders' loan of HKD 87.5 million owed by Mass Spring (Hong Kong) Limited to Hong Han. Upon completion, the consideration is to be satisfied by the issue of the convertible notes by Greenfield to Hong Han or its nominee(s) at the principal amount of HKD 550 million. Yueyang had net assets of HKD 71.66 million (CNY 58.39 million), total assets of HKD 126.24 million (CNY 102.87 million), total liabilities of HKD 54.59 million (CNY 44.48 million) and net loss before and after taxation of HKD 3.23 million (CNY 2.63 million) as at December 31, 2012.

The transaction is subject to approval by Greenfield's shareholders, capital reorganization becoming effective, satisfactory due diligence, governmental or regulatory authorities approval, approval of third parties, the Listing Committee of the stock exchange granting the listing of and permission to deal in the conversion shares. An Independent Board Committee has been established to advise the shareholders of Greenfield. The Board of Greenfield considers the transaction to be fair and reasonable. The transaction has been recommended by the Board of Greenfield to the shareholders to vote in favour of the transaction. The transaction has been approved by the shareholders of Greenfield on April 18, 2013. If the conditions have not been fulfilled on or before September 30, 2013, Greenfield shall not be bound to proceed with the transaction and the agreement shall terminate and of no further effect from September 30, 2013. Upon fulfillment of all the conditions set out above, completion shall take place on the completion date. As of March 25, 2013, a special general meeting for shareholders of Greenfield Chemical will be held on April 18, 2013. Guangdong Securities Limited acted as financial advisor, Jingtian & Gongcheng acted as legal advisor, Zenith CPA Limited acted as accountant and Tricor Standard Limited acted as transfer agent for Greenfield Chemical Holdings Ltd. Savills Valuation and Professional Services Limited acted as valuer for Greenfield. The conversions were done through www.oanda.com as on December 31, 2012.