Shanghai Zhongxing (Group) Co., Ltd. and Certain Real Estate Assets signed a framework agreement to acquire China Enterprise Company Limited (SHSE:600675) in a reverse merger transaction on September 13, 2016. On November 23, 2016, an agreement was signed. Under the terms of the transaction, China Enterprise Company Limited will acquire Shanghai Zhongxing (Group) Co., Ltd. and the equity/business/asset of major real estate development project company, real estate-related sales agency, property operations and management company held by Shanghai Land Group Co., Ltd., the parent of Shanghai Zhongxing (Group) Co., Ltd. by way of share issuance and/or cash payment. For 100% stake in Shanghai Zhongxing (Group) Co., Ltd., China Enterprise Company Limited will issue 3.01 billion shares, representing 85% of the consideration and the remaining 15% will be paid in cash. The consideration will be financed by China Enterprise Co., Ltd raising supporting funds of CNY 9.5 billion through issuance of 1.8 billion shares in a private placement. As of May 22, 2017, China Enterprise Company Limited will issue 2.8 billion shares and pay CNY 2.6 billion in cash to acquire 100% stake in Shanghai Zhongxing (Group) Co., Ltd. China Enterprise Company Limited will now issue not more than 373.41 million shares to 2 investors for gross proceeds of not more than CNY 4.2 billion via a private placement. The transaction is subject to filing record from the State-owned Assets Supervision and Administration Commission of Shanghai Municipality after completion of audit and assessment works for the assets, secondary approval from the China Enterprise Company Limited’s directorate on the transaction plan, approval from the State-owned Assets Supervision and Administration Commission of Shanghai Municipality, approval from China Enterprise Company Limited’s shareholders, approval from the Ministry of Commerce regarding the related undertaking of concentration, approval from China Securities Regulatory Commission and any other necessary approvals. On September 13, 2016, the Board of Directors of China Enterprise Co., Ltd. approved the transaction. As of November 24, 2016, the transaction obtained the pre-approval from the State Owned Assets Supervision and Administration Commission of Shanghai Municipality and approval from the policy party meeting of Shanghai Land Group Co., Ltd. As of May 23, 2017, the transaction was approved by the shareholders of Shanghai Zhongxing (Group) Co., Ltd. and by the Ministry of Commerce of the People's Republic of China Anti-Monopoly Bureau. As of June 20, 2017, China Enterprise Company received in-principle approval from the Shanghai State-owned Assets Supervision and Administration Commission. As of June 21, 2017, the transaction was approved by the shareholders of China Enterprise Company Limited. As of January 30, 2018, approval from the China Securities Regulatory Commission has been obtained. As of January 31, 2018, all the necessary decisions and approval procedures have been completed and there is no decision-making or approval procedure still needing to be implemented. Bi Mingjian, Yu Ziyi, Li Yang, Shen Jun, Sun Lei, Ren Yi, Luo Xiang, Yin Lei, Liang Yue, Chen Tianjun, Lu Junyi, Lu Yuting and Li Mengzhu of China International Capital Corporation Limited (SEHK:3908) acted as the financial advisors, Ye Guojun, Xu Huying and Wang Ling of King & Wood Mallesons, China acted as the legal advisors and Pan Lihua, Lin Shengyu, Li Leiming, Han Pin, Zhou Huiqin and Zhu Jiandi of BDO China SHU LUN PAN Certified Public Accountants LLP acted as the accountants to China Enterprise Company Limited. Shu Ying, Zhao Yin, Wu Hongbing and Yang Weitun of Shanghai Lixin Asset Appraisal Co., Ltd. acted as the appraiser for China Enterprise Company Limited. Shanghai Zhongxing (Group) Co., Ltd. and Certain Real Estate Assets completed the acquisition of China Enterprise Company Limited (SHSE:600675) in a reverse merger transaction on April 23, 2018.