A group of rollover shareholders including Wenbin Chen, Ming Yan, Ningfeng Chen, and certain other shareholders of Yintech Investment Holdings Limited entered into a definitive Agreement to acquire Yintech Investment Holdings Limited (NasdaqGS:YIN) from Wenbin Chen, Ming Yan, Ningfeng Chen, and certain other shareholders of Yintech Investment Holdings Limited for approximately $530 million on August 17, 2020. Wenbin Chen is the Co-Founder, Chairman of the Board of Directors and Chief Executive Officer of Yintech; Ming Yan is the Co-Founder and Director of Yintech; and Ningfeng Chen is the Co-Founder and Director of Yintech. Pursuant to the terms of the agreement each share issued and outstanding immediately prior to the effective time, other than the excluded shares and shares represented by American depositary shares (ADSs), will be cancelled and cease to exist, in exchange for the right to receive $0.365 in cash per share without interest (the "Per Share Merger Consideration"), and each American depositary share of Yintech issued and outstanding immediately prior to the effective time will be cancelled in exchange for the right to receive $7.30 in cash per ADS without interest (together with the Per Share Merger Consideration, the "Merger Consideration"). At the effective time, each option to purchase shares granted under Yintech's share incentive plans that is outstanding and unexercised immediately prior to the effective time, whether or not vested or exercisable, will be cancelled, and each holder of such Yintech option will have the right to receive an amount in cash determined by multiplying the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per share of such option by the number of shares underlying such Yintech option (amounting to $0.202 per option); and each restricted share unit (RSU) granted under Yintech's share incentive plans that is outstanding and unexercised immediately prior to the effective time, whether or not vested or exercisable, will be cancelled, and the holder of such Yintech RSU will have the right to receive an amount in cash determined by multiplying the Per Share Merger Consideration by the number of shares underlying such RSU. The Merger and the related transactions are expected to be funded with cash on hand of the Buyer Group, the Company and its subsidiaries. Post completion, Yintech will become a privately-held company and its ADSs will no longer be listed on the Nasdaq Global Select Market, and the Yintech's ADS program will be terminated. Yintech Investment Holdings will continue to be named as Yintech Investment Holdings Limited. In the event that this Agreement is terminated by the Yintech Investment, the Yintech Investment shall pay a termination fee in the amount of $7.5 million. Buyer shall pay a termination fee in the amount of $15 million. The Board of Yintech, acting upon the unanimous recommendation of a committee of independent and disinterested Directors established by the Board (the "Special Committee"), approved the transaction. The transaction does not require a shareholder vote or approval of Yintech's shareholders. The transaction is currently expected to close in the fourth quarter of 2020. Duff & Phelps, LLC acted as financial advisor while David T. Zhang and Xiaoxi Lin of Kirkland & Ellis acted as legal counsel to the special committee of Yintech. Harney Westwood & Riegels and Walkers acted as Cayman Islands legal advisors to the special committee of Yintech. Peter X. Huang and Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom LLP acted as U.S. legal counsel to the buyers, and Conyers Dill & Pearman acted as Cayman Islands legal counsel to the buyers. The Bank of New York Mellon acted as depository for Yintech. Li He of Davis Polk & Wardwell LLP, Hong Kong Office and Howard Zhang, Yunpeng Fan, Ran Li and Jie Zhang of Davis Polk & Wardwell LLP, Beijing office acted as legal advisors to Yintech Investment Holdings Limited. Duff & Phelps, LLC will be paid a fee of $0.75 million. Of the total fee of $0.75 million, $0.5 million consisting of non refundable retainer of $0.25 million is payable upon engagement and remaining will be payable upon Duff & Phelps rendering the opinion at the request of the Special Committee. Peter Huang and Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Buyer's in the transaction. A group of rollover shareholders including Wenbin Chen, Ming Yan, Ningfeng Chen, and certain other shareholders of Yintech Investment Holdings Limited completed the acquisition of Yintech Investment Holdings Limited (NasdaqGS:YIN) from Wenbin Chen, Ming Yan, Ningfeng Chen, and certain other shareholders of Yintech Investment Holdings Limited on November 18, 2020. As a result of the Merger, Yintech Investment Holdings Limited ceased to be a publicly traded company and became a wholly owned subsidiary of the acquirers.