Jiangyin Zhongnan Heavy Industries Co., Ltd (SZSE:002445) agreed to acquire Datang Brilliant Media Co., Ltd. from a group of sellers for CNY 1 billion on March 14, 2014. The sellers include Wang Hui, Zhou Ying, Liu Dawen, Yuan Chunyu, Cao Dakuan, Zhang Zhihong, Wang Jingang, Xu Fengyi, Zou Qingdong, Li Meiqing, Zhao Liying, Tang Yong, Fu Min, Fang Li, Shen Xiaomeng, Tang Guoqiang, Chen Jianbin, Yuan Lizhang, Wang Ji, Zhan Ning, Tang Manhua, Liu Zhengxiang, Li Yujing, Zhang Chen, Chen Aiping, Liu Ji, Li Qiong, Zhang Hui, Liu Shuying, Feng Yuanzheng, Chen Xiaoyi, Zhou Xuemei, Yu Li, Zhou Yaojie, Liu Bin, Fang Shulin, Zhang Yuntao and Shang Guiqiang, Pan Xin, Beijing Jiahe Jinhui Venture Capital Co., Ltd., ZEG Capital Management Co., Ltd., Beijing Broad Global Capital Co., Ltd, Hangzhou Antai Venture Capital Partnership Enterprise (Limited Partnership), Hangzhou Wenguang Venture Capital Co., Ltd., Beijing Jiacheng Capital Investment Management Co., Ltd. and other shareholders. For the period ending December 2013, Datang Brilliant Media Co., Ltd. reported total assets of CNY 632.17 million, total liabilities of CNY 145.09 million, net assets of CNY 487.08 million, sales of CNY 227.31 million, operating profit of CNY 76.27 million and net profit of CNY 66.79 million.

Jiangyin Zhongnan Heavy Industries will acquire 69.53% stake in Datang Brilliant Media from 40 natural persons and other shareholders wherein 25% of the price will be paid in cash and 75% of price will be paid through the issuance of shares. Jiangyin Zhongnan Heavy Industries will acquire 30.47% stake in Datang Brilliant Media Co., Ltd. from Beijing Jiacheng Capital Investment Management Co., Ltd. and other shareholders which will be paid entirely through the issuance of shares. Jiangyin Zhongnan Heavy Industries will issue approximately 96.52 million shares and pay approximately CNY 173.83 million cash as consideration. Jiangyin Zhongnan Heavy Industries will issue approximately 20.31 million shares to Changzhou Jingkong Capital Management Co., Ltd. in a private placement to raise supporting funds. The proceeds will be used for the cash payments in the acquisition, if the net proceeds after deducting the issuance expenses are not enough, the company will use its internal funds to add to the cash payment.
As of June 3, 2014, Beijing Jiacheng Capital Investment will receive 6.02 million shares ZEG Capital Management will receive 29.7 million shares. Other sellers will receive consideration in both cash and stock. According to the issue price of CNY 8.53 per share, Jiangyin Zhongnan plans to issue 96.85 million shares and pay cash of CNY 173.83 million. The transaction was approved by the Board of Jiangyin Zhongnan Heavy Industries on March 14, 2014. The transaction is still subject to approval by shareholders of Jiangyin Zhongnan Heavy Industries Co., Ltd and by CSRC. As of June 20, 2014, the transaction was approved by shareholders of Jiangyin Zhongnan Heavy Industries. Goldstate Securities Co., Ltd. acted as financial advisor, Grandway Law Offices acted as legal advisor and Ruihua Certified Public Accountants and Jiangsu Gongzheng Tianye Certified Public Accountants acted as accountant to Jiangyin Zhongnan Heavy Industries Co., Ltd.

Jiangyin Zhongnan Heavy Industries Co., Ltd (SZSE:002445) completed the acquisition of Datang Brilliant Media Co., Ltd. from a group of sellers on January 6, 2015.