Group 1 - MAYER HOLDINGS is taking appropriate legal action to recover all 410 million consideration shares currently held in escrow [1][2] - The acquisition of Happy (Hong Kong) New City Group Limited was agreed upon for a total consideration of HKD 260 million, with payments structured in three parts [1] - The target company reported a cumulative audited net profit of approximately HKD 14.4 million for the three financial years ending December 31, 2021, which is below the target profit level [2] Group 2 - As a result of the target company's performance, the obligations under the acceptance note are to be terminated, and the escrow agent is not required to release any consideration shares to the seller [2] - The consideration shares will be returned to the company according to the escrow agreement, allowing the company to sell or dispose of the shares without notifying the seller [2] - The company believes that the buyer has no payment obligations under the acceptance note and is pursuing legal claims against the seller and guarantors for breach of the sale agreement [2]