(1) COMPLETION OF THE SALE AND PURCHASE AGREEMENT AND (2) MANDATORY UNCONDITIONAL CASH OFFER BY SINITIA SECURITIES LIMITED ON BEHALF OF JIYING INVESTMENTS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF PF GROUP HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY JIYING INVESTMENTS LIMITED AND PARTIES ACTING IN CONCERT WITH IT).
