Shanghai Phoenix Enterprise (Group) Co., Ltd. (SHSE:900916) entered into an intention document to acquire Tianjin ASK Bicycle Industry Co., Ltd. from Tianjin Fuji-ta Technology Co., Ltd., Song Xuechang, and Dou Peizhen for approximately CNY 180 million on January 6, 2020. Shanghai Phoenix Enterprise (Group) Co., Ltd. entered into conditional asset acquisition agreement to acquire Tianjin ASK Bicycle Industry Co., Ltd. from Tianjin Fuji-ta Technology Co., Ltd., Song Xuechang, and Dou Peizhen on January 17, 2020. The consideration will be paid by issue of 38.1 million shares of Shanghai Phoenix Enterprise (Group) Co., Ltd. and cash payment of CNY 50 million. Under the terms of the transaction, Shanghai Phoenix Enterprise (Group) Co., Ltd. will pay CNY 50 million in cash and issue 22.4 million shares to Tianjin Fuji-ta Technology Co., Ltd. for its stake, issue 8.9 million shares to Song Xuechang and 6.8 million shares to Dou Peizhen for their stake in Tianjin ASK Bicycle Industry Co., Ltd. In related deals, Shanghai Phoenix Enterprise entered into an intention documents to acquire Tianjin Tianren Bicycle Material Co., Ltd. and 49% stake in Shanghai Phoenix Bicycle Co., Ltd. Shanghai Phoenix Enterprise will raise matching funds by issuing non-public offering shares. Shanghai Phoenix Enterprise (Group) is to issue shares to not more than 10 designated investors in a private placement to raise supporting funds of not more than 100% of the transaction price for the acquisition. For the year ended December 31, 2019, Tianjin ASK Bicycle Industry Co., Ltd. reported total assets of CNY 355.6 million, total common equity of CNY 94.8 million, total revenues of CNY 527.9 million, operating profit of CNY 46.2 million and net profit of CNY 39 million. The transaction is subject to a secondary directorate approval by the Shanghai Phoenix Enterprises Board of Directors on the formal transaction report, approval from the Shanghai Phoenix Enterprise’ shareholders, approval from the State-Owned Assets Supervision and Administration Commission, approval from Shanghai Municipal Commission of Commerce, approval from China Securities Regulatory Commission, approval of undertaking of concentration matter from the anti-monopoly bureau department (if necessary) and other approvals, filing record, etc. from relevant authorities if any. The transaction has obtained approval by the Shanghai Phoenix Enterprise’s 9th directorate in its 8th meeting on January 17, 2020 and approval from the internal decision-making bodies of counterparties Tianjin Fujitec Technology Co., Ltd., Tianjin Gelei Bicycle Co., Ltd., and Jiangsu Meile Investment Co., Ltd. The transaction was approved by the Board of Directors of Shanghai Phoenix Enterprise at the meeting held on July 27, 2020. As of August 12, 2020, the shareholders of Shanghai Phoenix Enterprise (Group) Co., Ltd. approved the transaction. On October 28, 2020, Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission reviewed the acquisition and conditionally approved the transaction. On November 17, 2020, Shanghai Phoenix Enterprise received “Approval of Shanghai Phoenix Enterprise (Group) Co., Ltd.’s Acquisition of Assets through the Issuance of Shares and Raising of Supporting Funds” (License [2020] No. 3070) issued by the CSRC. Zhong Ling, Dong Bicheng, Hou Xinze, Wang Zheqi, Zhao Jun and Huo Zhicheng of Orient Securities Investment Banking Co., Ltd. acted as financial advisor while Shen Yong, Fang Xiaojie and Li Jing of AllBright Law Offices acted as legal advisors to Shanghai Phoenix Enterprise (Group) Co., Ltd. Tang Huijue and Guo Tian of Shanghai Certified Public Accountants acted as accountant to Shanghai Phoenix Enterprise (Group) Co., Ltd.