Shenzhen Speed Top Network Technology Company Limited entered into a merger agreement to acquire 57.95% stake in Powerleader Science & Technology Group Limited (SEHK:8236) from a group of shareholders for approximately CNY 480 million on September 25, 2020. The agreement was amended and supplemented by a supplemental agreement on October 19, 2020, pursuant to which Shenzhen Speed Top will implement the merger. Pursuant to the terms of the agreement, Shenzhen Speed Top will pay CNY 3.38 per domestic share to the domestic shareholders (other than Powerleader Investment) and being HKD 3.92 per H Share (CNY 3.38 per H share). The consideration will be paid no later than 7 days after the date on which all the conditions to the transaction have been fulfilled and will be paid by way of cheque (or such other payment means as the SFC and/or other relevant regulatory body may agree or accept). As a result of the merger, Powerleader Science & Technology Group Limited will be merged into and absorbed by Shenzhen Speed Top and subsequently the articles and all shares of Powerleader will be cancelled. Subject to and upon the Merger becoming unconditional in all respects, Powerleader will make an application to the Stock Exchange for the listing of the H Shares on GEM to be voluntarily withdrawn on the Delisting Date. As of October 30, 2020, Qushui Shiji Longxiang Technology Development Co., Ltd. unconditionally and irrevocably accepts cancellation of the Domestic Shares held by it. The transaction is subject various conditions, including, approval from Shenzhen Speed Top shareholders, approval from more than two-thirds of the shareholders of Powerleader. In addition, the transaction is also conditional upon the approval from Anti-monopoly Bureau of the State Administration for Market Regulation in China (currently expected to be obtained in November 2020). Powerleader Science & Technology Group Limited will convene an extraordinary general meeting to approve inter alia, the transaction. The transaction was approved by the Board of Powerleader in a meeting held on September 25, 2020. The transaction is approved by the shareholders of Speed Top. The transaction was approved by the shareholders of Powerleader in the EGM held on December 11, 2020. As of December 11, 2020, all of the conditions to effect the merger agreement have been fulfilled and thus, the merger agreement has become effective. As of December 15, 2020, the creditors may request Shenzhen Speed Top and Powerleader Science & Technology Group Limited to pay off their respective indebtedness or provide guarantees within 30 days after their receipt of notice or 45 days after the issue of the announcement whichever is later. Neither Shenzhen Speed Top nor Powerleader Science & Technology Group provides any assurance that any or all conditions to the implementation of the Merger can be fulfilled or, where applicable, waived, and thus the Merger may or may not be implemented or completed. The long stop date for the transaction will be July 31, 2021. Altus Capital Limited has been appointed as the independent financial advisor of Powerleader while Guotai Junan Capital Limited acted as financial advisor for Shenzhen Speed Top.