Meitu, Inc. (SEHK:1357) entered into a non-legally binding memorandum of understanding to acquire approximately 30% stake in Digital Extremes Ltd. from Dream Beyond Holdings Limited on January 28, 2019. Meitu, Inc. will issue up to approximately 20% its shares to Dream Beyond Holdings Limited in consideration. The parties shall use reasonable endeavors to enter into the definitive agreement(s) in respect of the transaction on or before February 28, 2019, or such later date as the parties may agree. The transaction contemplated under the memorandum, are subject to further negotiation and the entering into of definitive agreement. Meitu, Inc. (SEHK:1357) entered into a share purchase agreement to acquire 31% stake in Digital Extremes Ltd. from Dream Beyond Holdings Limited for HKD 2.7 billion on February 19, 2019. The consideration for the sale shares is HKD 2,686,577,470, which shall be satisfied by the allotment and issue of 991,357,000 consideration shares, credited as fully paid, to Leyou at the issue price of HKD 2.71 per consideration share. The issue price of HKD 2.71 per consideration share represents a discount of approximately 12.30% to the closing price of HKD 3.09 per share as quoted on the Stock Exchange on 19 February 2019, being the date of the Share Purchase Agreement; and a discount of approximately 13.42% to the average closing price of HKD 3.13 per share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Share Purchase Agreement. Post completion of the transaction, Meitu, Inc. will hold 31% stake and Dream Beyond Holdings Limited will hold 69% stake in Digital Extremes Ltd. Digital Extremes Ltd. will remain subsidiary of Dream Beyond Holdings Limited. Digital Extremes Ltd. shall have a board consisting of three directors. Meitu Investment shall be entitled to appoint one director to the board of each member of the target group and a quorum for a meeting of the board of the Digital Extremes Ltd. shall consist of two directors, including the Purchaser’s Director. The transaction is subject to approval by the shareholders of Meitu and Leyou, approval by the regulatory board, approval by third party, and approval of shares on the Stock Exchange. As of March 29, 2019, the transaction has been approved by from Yuk Kwok Cheung, a controlling shareholder of Leyou Technologies Holdings Limited. Completion of the acquisition shall take place on the fifth business day after the date on which all the conditions precedent have been fulfilled. On April 18, 2019 the shareholders of Meitu have the rejected the ordinary resolution by way of poll at the EGM. The condition precedent has not been fulfilled and share purchase agreement and acquisition will lapse on July 1, 2019.