CITIC XinBang Asset Management Corporation Ltd entered into share and purchase agreement to acquire China Agri Products Exchange Limited (SEHK:149) in a reverse merger transaction on November 16, 2016 . Under the terms of the transaction, China Agri Products Exchange Limited will issue 2.3 billion shares as consideration. The transaction is subject to be approved by independent shareholders, all existing Directors, transaction needs due diligence review, other all necessary consents, approval, authorization, permit, waiver, order, concession and notices from the creditors and shareholders, or any relevant governmental or regulatory authorities in Bermuda for the entering into or the implementation or completion of the transactions, the listing and permission to deal in the consideration shares on the main board of the stock exchange and such permission not subsequently being revoked or withdrawn, resignation of China Agri's Directors, third party approvals, shareholder approval of China Agri, and others.

All the conditions precedent set out needs to be completed on or before September 30, 2017, otherwise sale and purchase agreement will terminate with immediate effect. An independent board committee has been established to advise the shareholders. Completion is scheduled to take place on the fifth business day after the last condition precedent having been fulfilled or a later date as may be agreed by the parties in writing.

The circular for the transaction will be dispatched to the shareholders on or before June 30, 2017. Somerley Capital Limited acted as financial advisor to independent board committee and independent shareholders of China Agri Products Exchange Limited on January 6, 2017.