Centre Testing International Corporation (SZSE:300012) agreed to acquire Hangzhou HUAN NDT Technology Co., Ltd. from a group of sellers for approximately CNY 170 million in cash and stock on January 21, 2014. The sellers include Hangzhou Jincheng Huayu Investment Management Partnership L.P., Zhang Liming, Fang Fasheng, Liu Fuoqi, Fang Li, Ou Lijiang, Leng Xiaoqi, Na Risu, Kang Yi, Zhang Jieqin, Qiao Chunnan and Zhejiang Ruiying Taihe Equity Investment Partnership (Limited Partnership). Under the terms of the transaction, 20% of the transaction price will be paid in cash, while the remaining will be paid in stock. Centre Testing International Corporation will issue 8.27 million shares and will pay CNY 36 million in cash. Leng Xiaoqi and another shareholder will be fully paid in stock (because the number of shares to be issued should be a whole number, the amount that cannot be paid in stock due to the above reason will be paid in cash); Zhang Jieqin, Na Risu and Qiao Chunnan will be fully paid in cash and the other shareholders will be paid both in cash and in stock.

Concurrently, Centre Testing International will issue 3.83 shares at a price of not less than CNY 15.67 per share to not more than 10 specific investors so as to raise supporting funds amounting to CNY 60 million. Part of the supporting funds will be used to pay the cash portion consideration for the acquisition. Zhang Liming will be paid CNY 10.5 million cash and 2.28 million of Centre Testing International's shares for its 27.87% stake, , Fang Fasheng will be paid CNY 5.3 million cash and 1.12 million shares for 14.17% stake, Liu Guoqi will be paid 5.3 million cash and 1.12 million shares for 14.17% stake and getting and 1.67 million shares each, Fang Li will be paid CNY 4.37 million cash and 0.95 million shares for 11.59% stake, Hangzhou Jincheng Huayu Investment Management Partnership will be paid CNY 3.77 million cash and 0.82 million shares for 10% stake, Ou Lijiang will be paid CNY 1.32 million cash and 0.29 million shares for 3.5% stake, Leng Xiaoqi will be paid CNY 5.5 and 0.24 million shares for 2.33% stake, Kang Yi will be paid CNY 0.57 million and 0.12 million shares for 1.5% stake, while Zhang Jieqin, Na Risu and Qiao Chunnan will be paid CNY 2.43 million, CNY 1.47 million and CNY 0.9 million in cash respectively for 1.35%, 0.82% and 0.50% stakes respectively.

As at September 30, 2013, Hangzhou HUAN NDT Technology Co., Ltd. reported total assets of CNY 132.2 million and total liabilities of CNY 48.9 million. For the nine months ended January to September 2013, Hangzhou HUAN NDT Technology reported revenues of CNY 65.7 million, total profit of CNY 10.4 million and net profit of CNY 8.6 million. The transaction is subject to review by Merger, Acquisition and Reorganization Examination Committee of Listed Company of the CSRC. As of May 5, 2014, the transaction is approved by the shareholders of Centre Testing International.

As of July 11, 2014, the terms of transaction were amended. Under the amended terms, Centre Testing International shall issue 8.3 million new shares for CNY 17.32 each and pay CNY 36 million in cash. Centre Testing International Corporation will acquire Hangzhou HUAN NDT Technology Co., Ltd. from Hangzhou Jincheng Huayu Investment Management Partnership L.P., Zhang Liming, Fang Fasheng, Liu Fuoqi, Fang Li, Ou Lijiang, Leng Xiaoqi, Na Risu, Kang Yi, Zhang Jieqin, Qiao Chunnan and another seller for approximately CNY 200 million in cash and stock. Centre Testing International's Directorate approved the transaction on July 9, 2014. On October 8, 2014, the transaction was approved by China Securities Regulatory Commission. Changjiang Financing Services Co., Ltd. acted as financial advisor to Centre Testing International.

China Commercial Law Co. Guangdong acted as legal advisor while Pan-China Certified Public Accountants LLP acted as an accountant for Centre Testing International.

Centre Testing International Corporation (SZSE:300012) completed the acquisition of Hangzhou HUAN NDT Technology Co., Ltd. from a group of sellers on November 21, 2014.