Beijing ShowWorld Technology Co., Ltd. signed an agreement to acquire Guangxi Fortune Technology Co., Ltd. (SHSE:600556) in a reverse merger transaction on November 30, 2018. Under the terms of the transaction, Guangxi Fortune Technology Co., Ltd. will acquire all the assets, liabilities, businesses, personnel, contracts, qualifications, and all other rights and obligations of Beijing ShowWorld Technology Co., Ltd. for CNY 4.5 billion and will issue 1.5 billion shares as consideration. As of April 28, 2019, Guangxi Fortune Technology Co., Ltd. will acquire all the assets, liabilities, businesses, personnel, contracts, qualifications, and all other rights and obligations of Beijing ShowWorld Technology Co., Ltd. for CNY 4 billion and will issue 1.33 billion shares as consideration. According to the price of the issued shares of CNY 3.00 per share, the number of shares to be issued this time will be 1.3 billion shares.

In a related transaction, Beijing ShowWorld Technology Co., Ltd. signed share transfer agreement to acquire 11.7% stake in Guangxi Fortune Technology Co., Ltd. from Shenzhen Ruilai Jiayu Investment Partnership (Limited Partnership) for CNY 570 million. The shares acquired by Beijing ShowWorld Technology Co., Ltd. in Guangxi Fortune Technology Co., Ltd. from Shenzhen Ruilai Jiayu Investment Partnership (Limited Partnership) will be cancelled. On December 2, 2018, ST Guangxi Fortune Technology Co., Ltd. received inquiry letter from Shanghai Stock Exchange concerning information disclosure on the transaction.

The transaction is subject to approval of shareholders and Directorate of Guangxi Fortune Technology Co., Ltd., approval of China Securities Regulatory Commission, approval of shareholders and Directorate of Beijing ShowWorld Technology Co., Ltd. and other necessary approvals. The Board of Directors of Beijing ShowWorld Technology Co., Ltd. approved the transaction on November 30, 2018 and the Board of Directors of Guangxi Fortune Technology Co., Ltd. approved the transaction on December 1, 2018. On December 3, 2018, the shareholders of Beijing ShowWorld Technology Co., Ltd. approved the transaction. On April 28, 2019, 11th session of the 9th directorate and 8th meeting of the 9th Board of Supervisors meeting of Guangxi Fortune Technology Co., Ltd. reviewed and approved this transaction plan. On May 21, 2019, the shareholders of Guangxi Fortune Technology approved the transaction. On August 8, 2019, the China Securities Regulatory Commission's listed company mergers and acquisitions review committee held the 37th working meeting in 2019. The meeting reviewed and approved Guangxi Fortune Technology's major asset restructuring. The transaction requires approval from CSRC (China Securities Regulatory Commission) and Chinese Ministry of Commerce. On September 11, 2019, Guangxi Fortune Technology received written approval from China Securities Regulatory Commission approving the transaction. On December 10, 2019 transaction was approved by Chinese Ministry of Commerce.

Jiang Yu, Lao Zhiming, Guan Rui, Zhang Zhipeng, Li Zhaoyu, Zhang Tao and Zhang Hui of Huatai United Securities Co., Ltd. acted as financial advisors to Guangxi Fortune Technology Co., Ltd. Yu Qiang, Lin Pengfei and Tang Gu of Zhonghui Certified Public Accountants (Special General Partnership) acted as accountants for Beijing ShowWorld Technology Co., Ltd. in the transaction. Wu Gang and Wan Jie of Beijing Commerce & Finance Law Offices acted as legal advisors for Guangxi Fortune Technology Co., Ltd.