Beijing Baifen Tonglian Information & Technology Co., Ltd. entered into a letter of intent to acquire ZOOM Technologies, Inc. (NasdaqCM:ZOOM) in a reverse merger transaction on November 21, 2013. In connection with this transaction, Zoom will issue to Baifen's shareholders 12 million new shares of the company's common stock representing approximately 80% of Zoom's ownership interest post-transaction. The letter of intent also provides that during the exclusivity period, which will commence on January 6, 2014 and will end as of the earlier of May 31, 2014 or the time all parties agree in writing that they no longer desire to pursue the proposed transaction or execution of a definitive agreement, if either party withdraws from the proposed transaction, such party may owe the other party a $3 million dollar break-up fee, subject to certain conditions.

The transaction is subject to shareholders approvals by both parties and other closing conditions.