Shanghai Worth Garden Products Co., Ltd. (SZSE:300483) signed a framework agreement to acquire additional 40.5% stake in Warburg Energy Development Limited from Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd. for CNY 1.8 billion on December 12, 2017. Tibet Wojin Energy Development Co., Ltd. signed a stake transfer agreement with Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd on January 8, 2018. As per the terms of the transaction, the consideration will be paid in cash and stock. Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd. will sell 25.2%, 1.3% stake and 0.7% stake and will receive CNY 1.1 billion, CNY 58.5 million and CNY 31.5 million respectively in cash from Tibet Wojin Energy Development Co., Ltd. Shanghai Worth Garden Products will acquire 13.3% stake in Warburg Energy Development for CNY 598.5 million in which Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd. will sell 8.01%, 2.58% stake and 2.71% stake and will receive 13.96 million shares, 4.51 million shares and 4.73 million shares as stock consideration respectively. In a related transaction, Shanghai Worth Garden Products Co., Ltd. agreed to acquire 85.2% in the partnership of Ningbo Naiquer equity investment partnership (limited partnership) from Yu Caijun, Sang Kangqiao and Xu Jiting for CNY 383.4 million and thus indirectly purchase a 8.52% stake in Warburg Energy Development Limited. As of January 6, 2018, Shanghai Worth Garden Products Co., Ltd. announced that it will acquire 27.2% stake in Warburg Energy Development Limited through its subsidiary Tibet Wojin Energy Development Co., Ltd. Shanghai Worth Garden Products Co., Ltd. will raise cash proceeds from a private placement and will use the funds to acquire 3.75% stake, 1.41% stake and 1.41% stake for CNY 168.8 million, CNY 63.7 million and CNY 63.7 million from Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd. respectively. Tibet Wojin Energy Development Co., Ltd. has completed the acquisition of 27.2% stake in Warburg Energy Development Limited from Shanxi Huijing Enterprise Management Consulting Ltd., Shanxi Ruilong Tiancheng Trading Company and Borui Tiansheng (Beijing) Investment Co., Ltd for CNY 1.2 billion in cash in February 2018. Warburg Energy Development Limited reported total assets of CNY 2.04 billion and net assets of CNY 363.2 million as at December 31, 2016. Warburg Energy Development Limited reported revenues of CNY 363.4 million and net profit of CNY 112.8 million for the year ending December 31, 2016. The acquisition of 23.20% stake in Warburg Energy Development Limited is still subject to approvals including Shanghai Worth Garden Products shareholders’ approval at the meeting and approval of China Securities Regulatory Commission. The 18th meeting of the 3rd directorate of Shanghai Worth Garden Products Co., Ltd. approved the transaction on December 12, 2017 and shareholders of Warburg Energy Development Limited agreed to the signing of the framework agreement on December 8, 2017. Shareholders of Tibet Wojin Energy Development Co., Ltd. approved the transaction on December 12, 2017. Shareholders of Warburg Energy Development Limited approved the transaction on January 4, 2018. On May 30, 2018, China Securities Regulatory Commission Listed Companies M&A and Restructuring Committee decided not to authorize the transaction. As on June 20, 2018, Shanghai Worth Garden Products Co., Ltd. received a letter from the audit committee of the China Securities Regulatory Commission stating that the application for Shanghai Worth Garden Products Co., Ltd.'s issuance of A shares in exchange of assets has been revised and approved (approval license [2018]995). The transaction has been approved by the shareholders of Shanghai Worth Garden Products at the 2018 1st extraordinary general meeting. As of December 25, 2018, China Securities Regulatory Commission approved the deal. Zhang Qian and Zhou Haibing of Sinolink Securities Co., Ltd. (SHSE:600109) acted as financial advisors, Yao Yi and Shan Ying of Grandall Law Firm acted as legal advisors and Zhang Yong and Zhang Ying of BDO China SHU LUN PAN Certified Public Accountants LLP acted as accountants for Shanghai Worth Garden Products Co., Ltd.