Advised Xiezhong International Holdings on the acquisitions by way of issuance of convertible bonds

Advised Xiezhong International Holdings Limited (stock code: 3663) (Xiezhong) on the acquisitions of the entire issued shares of Sino Evergreen International Limited and Jin Cheng Auto Parts (Hong Kong) Ltd., by way of cash and issuance of convertible bonds, for a consideration of approximately HK$428 million. Both target companies engage in automobile dealership authorized by an automobile manufacturer and provide a comprehensive range of after-sales services, such as repair and maintenance service and sales of spare parts and accessories.

The transaction constituted a major transaction and a connected transaction under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules respectively.

Xiezhong International Holdings Limited is principally engaged in the development, production and sales of automotive heating, ventilation and cooling (HVAC) systems and automotive HVAC components and the provision of technical testing and related services.

Advised Hualong Jinkong on the acquisition of a private company by way of VIE structure.

Advised Hua Long Jin Kong Company Limited (Hualong Jinkong) (now known as Hang Pin Living Technology Company Limited) (stock code: 1682) on the acquisition of OPCO, a private company engaging in the P2P Financing business and operating as an online lending information intermediary institution, by way of VIE structure.

The transaction constituted a discloseable transaction, connected transaction and continuing connected transaction under Chapter 14 and Chapter 14A of the Hong Kong Listing Rules respectively. The Hong Kong Stock Exchange granted a waiver from setting (1) a fixed term for the VIE agreements; and (2) maximum aggregate annual caps for the service fees payable by OPCO.