According to the announcement by China Vered Fin (00245) on September 27, 2024 (after the trading hours of the Hong Kong Stock Exchange), the company (as the guarantor) and the buyer, CM Strategy Investment Management Holdings Limited (an indirect wholly-owned subsidiary of the company) entered into two separate sales agreements with each seller. Seller A (TW One Limited) agreed to sell and the buyer agreed to purchase all the issued shares of Target Company A, and Seller B (Darth Holdings Limited) agreed to sell and the buyer agreed to purchase all the issued shares of Target Company B.

Target Companies (Templewater One Limited and Mighty Commander Limited) are the special purpose companies of the sellers, with their main assets being investments in the symbol SCL shares, totaling approximately 7.08% of SCL's issued shares.

The total consideration payable by the company to the sellers will be $23.5 million, of which $7.05 million will be paid in cash, and $16.45 million will be paid through the issuance and distribution of consideration shares by the company. The consideration for the shares sold to each seller will be calculated based on the proportion of their respective holdings of the symbol SCL shares.

The cash consideration payable under such agreements will be disbursed by the company from its internal resources.

Under such agreements, a total of 2.468 billion shares of consideration shares will be issued and distributed to the sellers, equivalent to approximately 7.11% of the company's issued shares as of the date of this announcement, and approximately 6.64% of the enlarged issued shares after the issuance and distribution of consideration shares by the company (assuming the completion of such agreements). The issue price per share of the consideration shares is HK$0.052, representing a 2.0% premium over the closing market price of $0.051 per share reported on the Hong Kong Stock Exchange on September 27, 2024 (i.e., the date of such agreements).

The announcement mentions that since 2022, there has been an indirect investment in SCL through investing in Templewater LP. It is understood that other investors in SCL include several well-known investment banks and asset management groups. The SCL group has diversified business interests, including managing assets of approximately $1.6 billion and two licensed banks. The directors believe that the SCL group has reached a certain scale to expand its asset management and banking service coverage. The acquisition is seen as an opportunity to enhance shareholder value by acquiring direct equity in SCL. The investment period in the target SCL shares is 3 to 5 years, with the exit strategy focused on selling the target SCL shares or SCL's initial public offering. Additionally, the company believes that the downside protection provided by the exit clauses can mitigate investment risks in the acquisition. As both the company and SCL are engaged in asset management business, they plan to collaborate with the SCL group after completion and explore potential synergies, such as jointly launching financial investment products.