Ourgame International Holdings Limited (SEHK:6899) entered into a share transfer agreement to acquire Xiamen Yiwantang Internet Technology Co., Ltd. from Wang Yue, Chen Yi Tang, Fang Wei Bin, Wu Guo Du and Zhuang Teng Long for CNY 56.3 million on January 16, 2018. Wang Yue and Chen Yi Tang will sell 46% and 36% stake while Fang Wei Bin, Wu Guo Du and Zhuang Teng Long will sell 6% stake each in Xiamen Yiwantang Internet Technology Co., Ltd. The consideration will be paid in cash and shares of Ourgame International Holdings Limited and is subject to adjustment. Cash consideration of CNY 30 million is payable out of which CNY 15 million shall be payable on the completion date, CNY 7.5 million shall be payable within 20 business days after satisfaction of the 2018 Performance Guarantee and CNY 7.5 million shall be payable within 20 business days after satisfaction of the 2019 Performance Guarantee. Ourgame International Holdings Limited will issue 11.57 million shares as part of consideration out of which 4.63 million shall be allotted and issued on the completion date, 3.47 million shall be allotted and issued within 20 business days after satisfaction of the 2018 Performance Guarantee and 3.47 million shall be allotted and issued within 20 business days after satisfaction of the 2019 Performance Guarantee. The consideration shares will rank pari passu in all respects with each other and with the shares in issue at the time of issue of the consideration shares. Consideration shares issued before December 31, 2018 shall be subject to lock-up from the date of issuance of such shares until December 31, 2018. Consideration shares issued before December 31, 2019 but on or after December 31, 2018 shall be subject to lock-up from the date of issuance of such shares until December 31, 2019. Upon completion of the acquisition, Xiamen Yiwantang Internet Technology Co., Ltd. will become a wholly-owned subsidiary of Ourgame International Holdings Limited. For the year ended December 31, 2017, Xiamen Yiwantang Internet Technology Co., Ltd. reported net profit of CNY 0.12 million. As of December 31, 2017, Xiamen Yiwantang Internet Technology Co., Ltd. reported net assets of CNY 0.92 million. The transaction is subject to the representations and warranties made under the agreement being true, complete, valid and accurate until the completion date, all commitments and obligations under the agreement being performed, completion of the business, legal, technology and financial due diligence of Xiamen Yiwantang Internet Technology Co., Ltd., CNY 1 million of the registered capital of Xiamen Yiwantang Internet Technology Co., Ltd. being paid and confirmed by Ourgame International Holdings Limited, the signing of employment agreements, non-disclosure agreements and non-competition agreements by the core employees of Xiamen Yiwantang Internet Technology Co., Ltd., the approval of the acquisition and the issue of the consideration shares by the Board of Ourgame International Holdings Limited, the listing committee of the stock exchange having granted the listing of, and permission to deal in the consideration shares, completion of the audit in Xiamen Yiwantang Internet Technology Co., Ltd. and Wang Yue obtaining the remaining 33% equity interest in Xiamen Chaoyue Youlian Technology Co., Ltd. held by the other shareholders of Xiamen Chaoyue Youlian Technology Co., Ltd. and transferring 100% equity interest in Xiamen Chaoyue Youlian Technology Co., Ltd. to Xiamen Yiwantang Internet Technology Co., Ltd. at nil consideration. The transaction shall be completed on the second business day after the fulfillment of all the conditions precedent.