Sunac Services Holdings Limited (SEHK:1516) entered into the Management Share Transfer Agreement to acquire 2.18% stake in First Service Holding Limited (SEHK:2107) from Liu Peiqing and Long Han for CNY 46.8 million on October 7, 2021. Under the terms Sunac Services Holdings Limited will acquire 21.8 million shares for CNY 2.15 per share. Upon Completion, subject to the fulfillment or waiver of other conditions precedent to payment as agreed by the parties (if any), the Offeror will pay 60% of the consideration, being CNY 28,134,900 to the Management Vendors. After Completion and within five business days upon the fulfillment of the obligations, the Offeror will pay 30% of the consideration, being CNY 14,067,450. The Offeror will pay the remaining balance of the consideration i.e. the remaining 10% of the consideration being CNY 4,689,150 in accordance with the performance commitment. As per the terms Liu Peiqing will sell 1.13% stake and Long Han holds 1.05% stake.

In a related transaction Sunac Services Holdings Limited entered into the CS Share Transfer Framework Agreement with Zhang Lei and Hao Fung to acquire 21.39% stake in First Service Holding Limited on October 7, 2021. Sunac Services Holdings Limited also entered into the CDH Share Transfer Agreement to acquire 8.64% stake in First Service Holding Limited. Sunac Services intends to finance and satisfy the total maximum consideration payable under the Offer and the transaction under the Share Transfer Agreements with its own internal resources, including using the net proceeds from the listing of the shares of Sunac Services.

The transaction is subject to First Service Holding and the Offeror having issued this joint announcement, the warranties made by the Management Vendors in the Management Share Transfer Agreement remaining true, accurate and correct, the Management Vendors having complied with and fulfilled pre-Completion obligations as elaborated in the section headed Pre-Completion Obligations below in all material aspects, no government authority having proposed or formulated any laws, regulations or decisions, or taken any measures or actions that will prohibit, restrict or substantially delay, the transactions contemplated under the Management Share Transfer Agreement, all third party consents, approvals and notices necessary or required as a result of the entering into of the transactions contemplated under the Management Share Transfer Agreement under contracts to which any First Service Holding Company is a party having been obtained, during the period from the date of Management Share Transfer Agreement to the Completion Date, the Shares remaining listed and traded on Stock Exchange, and First Service Holding not having received any indication from the SFC and Stock Exchange that the listing of the Shares on the Stock Exchange will be revoked or objected and Completion of the other Share Transfer Agreements having taken place and the consideration per Share for the acquisition of the Target Shares by the Offeror under the other Share Transfer Agreements is no less than the consideration per Share under the Management Share Transfer Agreement.

The Completion Date of will be the 3rd business day after the fulfillment or waiver of the conditions precedent (other than the conditions precedent to be satisfied on the Completion Date), or such other date as the parties may agree. If completion of the Management Share Transfer Agreement does not take place on the Completion Date due to any failure by the Offeror or the Management Vendors, the non-defaulting party may elect to terminate the Management Share Transfer Agreement and request the defaulting party to pay an amount equivalent to 5% of the consideration under the Management Share Transfer Agreement being CNY 2,344,575.

Sunac Services Holdings Limited (SEHK:1516) cancelled the acquisition of 2.18% stake in First Service Holding Limited (SEHK:2107) from Liu Peiqing and Long Han on January 3, 2022. The agreement was terminated due to not signing formal agreement.