Xiamen Overseas Chinese Electronic Co.,Ltd. (SHSE:600870) signed a restructuring framework agreement to acquire Fujian Forecam Optics Co., Ltd. from Zhongrong (Fujian) Investment Co., Ltd., Fujian Xianyou Henglong Investment Center (Limited Partnership), Fuzhou Mawei Jucheng Investment Management Center (Limited Partnership), Shenzhen Fengmao Yunde Investment Center (Limited Partnership), Fuzhou Mawei Zhongsheng Investment Management Center (Limited Partnership), Fuzhou Mawei Ruiying Investment Management Center (Limited Partnership) recently. As on December 29, 2017, Xiamen Overseas Chinese Electronic Co.,Ltd. signed the conditional asset acquisition agreement to acquire Fujian Forecam Optics Co., Ltd. for CNY 1.6 billion. Under the terms of the framework agreement, Xiamen Overseas Chinese Electronic is to acquire 51% to 100% stake in Fujian Forecam Optics Co., Ltd. and will pay the consideration in cash and shares. The transaction price is preliminarily set as CNY 1.6 billion, of which 61.33% (that is CNY 983 million) will be paid in shares and 38.67% (that is CNY 620 million) will be paid in cash. The shares to be issued as consideration will be issued at CNY 6.84 per share. Under the terms of the deal, Zhongrong (Fujian) Investment Co., Ltd. will get CNY 1.1 billion in the form of cash worth CNY 620 million and 65 million shares of Xiamen Overseas Chinese Electronic Co.,Ltd . Fujian Xianyou Henglong Investment Center (Limited Partnership) will get CNY 203.9 million in the form of 29.8 million shares. Shenzhen Fengmao Yunde Investment Center (Limited Partnership) will get CNY 108.3 million in the form of 15.8 million shares. Fuzhou Mawei Jucheng Investment Management Center (Limited Partnership) will get CNY 96.8 million in the form of 14.2 million shares. Fuzhou Mawei Zhongsheng Investment Management Center (Limited Partnership) will get CNY 95.2 million in the form of 13.9 million shares and Fuzhou Mawei Ruiying Investment Management Center (Limited Partnership) will get CNY 34.4 million in the form of 5 million shares of Xiamen Overseas Chinese Electronic Co.,Ltd.

For the year ending December 31, 2016, Fujian Forecam Optics Co., Ltd. reported total assets of CNY 821.4 million, total equity of CNY 640.7 million, revenue of CNY 488.6 million, operating profit of CNY 79.5 million and net profit of CNY 73.3 million. The transaction will be funded by CNY 640 million raised in private placement by Xiamen Overseas Chinese Electronic Co.,Ltd. The transaction is subject to approval in principle by the State-owned Assets Supervision, administration of Fujian Provincial People's Government, China Securities Regulatory Commission and shareholders and Board of Directors of Xiamen Overseas Chinese Electronic Co.,Ltd. The transaction has obtained approval from Xiamen Overseas Chinese Electronic Co.,Ltd.'s 8th directorate in its 28th meeting on December 29, 2017, approval from the decision-making bodies of each of the Fujian Forecam Optics Co., Ltd., Zhongrong (Fujian) Investment Co., Ltd., Fujian Xianyou Henglong Investment Center (Limited Partnership), Fuzhou Mawei Jucheng Investment Management Center (Limited Partnership), Shenzhen Fengmao Yunde Investment Center (Limited Partnership), Fuzhou Mawei Zhongsheng Investment Management Center (Limited Partnership), Fuzhou Mawei Ruiying Investment Management Center (Limited Partnership), approval from the shareholders of Yingtan Dangdai Investment Group Co., Ltd. regarding its share subscription in Xiamen Overseas Chinese Electronic Co. Ltd.‘s private placement and approval of the transaction's military matters by the State Administration of Science, Technology and Industry for National Defense. As on January 17, 2018, Shanghai Stock Exchange issued a letter of inquiry on the transaction. As of November 15, 2018, the parties proposed to terminate the transaction. The Board of Directors meeting will be held to approve the termination in near future/

Guorong Securities Co., Ltd. acted as financial advisor, AllBright Law Offices acted as legal advisor and Ruihua Certified Public Accountants, LLP and Fujian Huaxing Certified Public Accountants Co., Ltd. acted as accountants to Xiamen Overseas Chinese Electronic Co.,Ltd. As on December 29, 2017, services of Guorong Securities Co., Ltd have been terminated as a financial advisor and Xiamen Overseas Chinese Electronic Co.,Ltd. approved to hire HUAXI Securities Co., Ltd. as independent financial advisor. As on February 23, 2018, contract of Ruihua Certified Public Accountants, LLP ended and Board of Directors of Xiamen Overseas Chinese Electronic Co.,Ltd. approved the hiring of WUYIGE Certified Public Accountants LLP as auditor.

Xiamen Overseas Chinese Electronic Co.,Ltd. cancelled the acquisition of Fujian Forecam Optics Co., Ltd on May 16, 2019.