Beijing Join-Cheer Software Co., Ltd. (SZSE:002279) agreed to acquire Beijing Chinasys Technology Co., Ltd. from a group of sellers for approximately CNY 600 million on April 8, 2015. The sellers include Li Jun, Li Junfeng, Zhang Sibi, Jiang Guoxing, Jia Ruiming, Xie Yongjiang, Li Jian, Jia Gaoyong, Zhou Minghao, Xia Yucong, Sun L, Zhao Yuejun, Shan Yanjing, Wang Ruibin, Wang Ping, Liu Feng, Cao Yanzhong, Li Xing, Fang Lanhua, Yang Jianjun, Hu Lei, Guo Wu, Zhang Ruifeng, Gao Xiang, Yang Ying, Zou Kang, Yao Lisheng, Chen Haoyue, Lu Chang, Bai Rui, Yu Dayong, Tong Jingming, Chen Liang, Dachen Yinlei Hi-tech (Beijing) Venture Capital Co., Ltd., Beijing Chenguang Zhiyuan Venture Investment Center (Limited Partnership), Suzhou Industrial Park Yilian Venture Capital Fund Co., Ltd., Liu Haibin, Liu Weiguo, Wang Bangxin, Mei Zhiyong, Xiao Bing, Yang Nan, Li Yue, Guo Hui, Guo Chao, Zhang Xiaoli, Xia Yongqiang, Yang Huaibing and Chen Biao. On April 10, 2015, the acquisition agreement was signed. Beijing Join-Cheer will pay CNY 90 million in cash and CNY 510 million in stock. Beijing Join-Cheer Software will issue 15.94 million shares of its common stock at a price of CNY 32 per share as consideration. Beijing Join-Cheer Software will issue approximately 3.1 million shares at CNY 32.26 per share through private placement, to raise CNY 100 to fund the cash portion of the consideration.

Beijing Chinasys Technology reported total assets of CNY 248.46 million, owner's equity of CNY 147.39 million, revenues of CNY 148.46 million, operating profit of CNY 17.33 million and net profit of CNY 20.53 million in 2014. The transaction is subject to approval of shareholders of Beijing Join-Cheer Software, approval of the mergers and acquisitions committee of China Securities Regulatory Commission and another approval from the Directorate. The shareholders of Beijing Chinasys Technology approved the transaction on April 8, 2015. The Board of Directors of Beijing Join-Cheer Software Co., Ltd. approved the transaction on April 10, 2015. On May 4, 2015, Beijing Join-Cheer Software Co., Ltd Board of Directors approved the transaction. On May 21, 2015, Beijing Join-Cheer's shareholders approved the transaction.

As of July 3, 2015, Beijing Join-Cheer Software revised the number of shares to be issued as consideration to 15.99 million and the issue price to CNY 31.9 per share. The deal was unconditionally approved by China Securities Regulatory Commission on September 18, 2015. As of November 3, 2015, CSRC approved the transaction. Huatai United Securities Co., Ltd acted as the independent financial advisor to Beijing Join-Cheer Software Co., Ltd and V&T Law Firm acted as the legal advisor to Beijing Join-Cheer Software Co., Ltd. BDO China Shu Lun Pan Certified Public Accountants LLP acted as the auditor to Beijing Join-Cheer Software Co., Ltd.

Beijing Join-Cheer Software Co., Ltd. (SZSE:002279) completed the acquisition of Beijing Chinasys Technology Co., Ltd. from a group of sellers on November 16, 2015.