Nanjing Ufin Shuke Technology Group Limited signed a non-binding indicative term sheet to acquire East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of sellers in a reverse merger transaction on August 2, 2020. Nanjing Ufin Shuke Technology Group Limited entered into a business combination agreement to acquire East Stone Acquisition Corporation in a reverse merger transaction on September 21, 2020. The total consideration for its shares of Nanjing Ufin Shuke Technology Group Limited shall be a combination of ordinary shares and warrants of East Stone Acquisition Corporation equal to up to $450 million consisting of (a) a number of ordinary shares equal in value to: $300 million plus (or minus, if negative) Nanjing Ufin Shuke Technology’s net working capital, and minus the aggregate amount of any outstanding indebtedness of Nanjing Ufin Shuke Technology which number is 30 million (b) 6 million warrants, and (c) up to 15 million ordinary shares if certain conditions are met (Earnout Shares). Upon completion, Nanjing Ufin Shuke Technology Group Limited will be liable to pay a termination fee of $2.5 million to East Stone in case the transaction is terminated because of a material breach by Nanjing Ufin Shuke Technology Group Limited. The transaction will be funded with a combination of East Stone cash of $189 million and a $50 million of proceeds from a potential PIPE. Post completion of the transaction, surviving entity's board will consist of seven individuals, of which four individuals will be independent directors. The combined entity’s board will consist of two directors nominated by East Stone and five directors nominated by Nanjing Ufin Shuke Technology. The transaction is subject to the approval by the requisite vote of East Stone’s shareholders; expiration of any waiting period under applicable antitrust laws, all consents required to be obtained from any governmental authority in order to consummate the transactions contemplated by the transaction having been obtained or made, East Stone having at least $5 million in net tangible assets as of the closing, after giving effect to the completion of the redemption and any private placement financing, the effectiveness of the Registration Statement, amendment by the shareholders of Nanjing of Nanjing’s memorandum and articles of association, receipt by Nanjing and East Stone of evidence reasonably satisfactory to each such party that Nanjing qualifies as a foreign private issuer; and the election or appointment of members to East Stone’s post-closing board of directors designated by Nanjing and East Stone, obtaining third party and regulatory approval, East Stone having employment agreements as of the closing and each of the non-competition agreement and each lock-up agreement being in full force and effect. East Stone’s board unanimously approved the transaction. The Board of Nanjing Ufin Shuke Technology Group Limited also approved the agreement. Lawrence Venick of Loeb & Loeb LLP acted as legal advisor for Nanjing. Barry I. Grossman and Matthew A. Gray of Ellenoff Grossman & Schole LLP acted as legal advisors for East Stone. JunHe LLP acted as legal advisor and Morrow & Co., LLC acted as information for East Stone.