Xiezhong International Holdings Limited (SEHK:3663) agreed to acquire Jin Cheng Auto Parts (Hong Kong) Ltd. from Wang Zuocheng for approximately HKD 110 million on July 31, 2018. As per terms of consideration, Xiezhong International Holdings Limited will pay HKD 54.7 million in cash on the completion and HKD 54.7 million will be paid in tranches by issuing 8% convertible bonds of Xiezhong International Holdings Limited with three years maturity. This first three tranches of HKD 52.1 million will be paid based on the performance guarantee conditions set out in each tranches during financial year ending December 31, 2018, 2019 and 2020. The fourth tranche of HKD 2.6 million shall be issued within 21 business days after the satisfaction of obtaining all relevant title deeds and documents necessary within 36 months from the completion date. In a related transaction, Xiezhong International Holdings Limited (SEHK:3663) agreed to acquire Sino Evergreen International Limited from Chen Hao for approximately HKD 330 million on July 31, 2018. Upon completion, Jin Cheng Auto Parts (Hong Kong) Ltd. will become wholly-owned subsidiary of Xiezhong International Holdings Limited. For the period ended April 30, 2018, Jin Cheng Auto Parts (Hong Kong) Ltd. reported net liabilities of HKD 11,500. The transaction is subject to due diligence review, approval from the board of directors and shareholders of Xiezhong International Holdings Limited, approval from Stock Exchange of Hong Kong Limited. An independent board committee comprising all the independent non-executive directors has been established by Xiezhong International Holdings Limited to advise the independent shareholders. As of December 11, 2018, Board of Xiezhong International Holdings Limited recommended shareholders to vote in favor of the transaction. Transaction was approved shareholders of Xiezhong International Holdings Limited on December 28, 2018. The transaction is expected to close on the date falling 3 months from the date of an agreement. Messis Capital Limited acted as a financial adviser to advise the independent board committee and shareholders of Xiezhong International Holdings Limited. Xiezhong International Holdings Limited (SEHK:3663) completed the acquisition of Jin Cheng Auto Parts (Hong Kong) Ltd. from Wang Zuocheng on December 28, 2018.