Shanghai Baosight Software Co.,Ltd. (SHSE:600845) signed an agreement to acquire 75.73% stake in PHIMA Intelligence Technology Co.,Ltd from a group of sellers for approximately CNY 820 million in October 2020. Group of sellers includes Magang (Group) Holding Company Ltd, Magang Group Investment Co., Ltd., Jiangsu Suyan Guoxin Development Fund (Limited Partnership), Beijing Sifang Wantong Energy Conservation Technology Development Co., Ltd. and Maanshan Jishi Intelligent Manufacturing Industry Fund Partnership Enterprise (Limited Partnership) managed by Ma'anshan Xingfu Co-Stone Investment Management Co., Ltd. A supplemental agreement was signed in December 2020. Under the terms of the transaction, Shanghai Baosight Software will issue 8.85 million shares to Magang (Group) Holding, 1.99 million shares to Magang Group Investment, 2.56 million shares to Maanshan Jishi Intelligent Manufacturing Industry Fund, 0.19 million shares to Jiangsu Suyan Guoxin Development Fund as consideration. Shanghai Baosight Software paid CNY 25.29 million cash to Jiangsu Suyan Guoxin Development Fund and CNY 10.93 million cash to Beijing Sifang Wantong Energy Conservation Technology. The shares held by Magang (Group) Holding Co., Ltd. will be locked for 36 months and the shares subscribed by the other sellers will be locked for 12 months. As of June 9, 2021, The consideration is CNY 917.3 million Shanghai Baosight Software Co.,Ltd. (SHSE:600845) will issue 17.9 million shares at a price of CNY 43.82 per share. PHIMA Intelligence Technology had total assets of CNY 1.39 billion and net assets of CNY 1.03 billion as of June 30, 2020. For the year ending December 31, 2019, PHIMA Intelligence Technology had revenue of CNY 604.44 million, operating profit of CNY 38.76 million and net profit of CNY 36.54 million. The transaction is subject to approval of shareholders of Shanghai Baosight Software, CSRC’s approval and other approvals. The transaction is approved by sellers’ Internal Decision-Making Institutions, State-Owned Assets Supervision and Management Agency’s Filing of the Assessment Reports, and China Baowu Steel Group. The transaction is also approved by 14th and 15th meetings of Shanghai Baosight Software’s 9th Directorate. As on January 8, 2021, Shanghai Baosight Software Co.,Ltd held First Extraordinary General Meeting of Shareholders and approved issue of shares and payment of cash to purchase assets, transaction price and pricing basis of the underlying asset, the type and face value of the issued shares, Issuance method and target, pricing base date, issue price and pricing basis, the number of non-public offering shares, the lock-up period for the issuance of shares, place where the shares will be listed, Arrangement for rolling undistributed profits, Attribution of profit and loss during the transition period, resolution validity period and other resolutions related to the transaction. As on May 12, 2021, the transaction is conditionally approved by China Securities Regulatory Commission. Wang Yiming and Luo Jun of Zheshang Securities Co., Ltd. acted as financial advisors; Shen Chengmi ,Zhang Mingyuan, Zhang Qian and Zhu Yihua of King & Wood Mallesons acted as legal advisors and Ni Chunhua and Wang Jian of Pan-China Certified Public Accountants LLP acted as accountants for Shanghai Baosight Software.