China Sunlong Environmental Technology Inc. entered into letter of intent to acquire JM Global Holding Company (NasdaqCM:WYIG) in a reverse merger transaction on June 27, 2017. China Sunlong Environmental Technology Inc. signed a definitive share exchange agreement to acquire JM Global Holding Company in a reverse merger transaction on August 28, 2017. Under the terms of the share exchange agreement, JM Global will acquire all of the outstanding equity interests of China Sunlong Environmental from its shareholders in exchange for 9.2 million newly issued shares of common stock of JM Global valued at $10 per share, with the number of shares based on a valuation of China Sunlong Environmental of $92 million, subject to decrease for any China Sunlong Environmental debt net of cash and unpaid transaction expenses as of the closing, as well as subject to adjustment based on China Sunlong Environmental net working capital as of the closing. 0.92 million JM Global shares payable to China Sunlong Environmental shareholders in the transaction will be held in escrow for 18 months after the closing as security for China Sunlong Environmental and shareholders' indemnification obligations under the share exchange agreement. Upon closing under the share exchange agreement, JM Global Holding will change its name to TMSR Holding Company Limited. China Sunlong Environmental will be required to pay to JM Global as liquidated damages a termination fee equal to $0.5 million.

Following the closing and pursuant to the share exchange agreement, the key executives of China Sunlong Environmental Technology are expected to remain as key executives of the combined company and continue to drive business growth. Jiazhen Li and Chuanliu Ni, Co-Chairmen of China Sunlong Environmental will become part of TMSR Holding Company Limited. Chuanliu Ni will join as Chairman and Chief Executive Officer of TMSR Holding Company Limited. The board of directors of TMSR Holding Company Limited after the closing will consist of 7 Directors, who will be appointed by China Sunlong Environmental prior to the closing, at least 4 of which will be independent. Upon completion of the transaction, all JM Global's incumbent Directors Qi (Jacky) Zhang, Tim Richerson, Peter Nathanial, Kurt Jetta, Dongliang Qu, Xiaoguang Liu and Arthur Drogue except Xiaoguang Liu shall resign. Accordingly, if the merger is consummated, Xiaonian Zhang, Hui Zhu, Yaqing Hu, Chenchen Zhang, and Wenting Zou will be appointed as Directors. Post-acquisition, the headquarters of the combined entity will be in China.

The transaction is subject to the satisfaction of customary closing conditions, including approval of JM Global's shareholders, expiration or termination of the regulatory waiting periods under any applicable antitrust laws and the receipt of any other required governmental and regulatory approvals and consents, approval by the JM Global's shareholders of the election of certain directors to serve as directors on its Board of Directors, entrance into the escrow agreement, the lock-up agreement, the non-competition and non-solicitation agreement and the registration rights agreement, upon the closing and after giving effect to the completion of the redemption, JM Global shall have net tangible assets of at least $5 million. The transaction is expected to close in the fourth quarter of 2017. As of February 2, 2018, the transaction was approved by JM Global's shareholders.

Douglas Ellenoff and Stuart Neuhauser of Ellenoff Grossman & Schole LLP and B&D Law Firm are acting as legal advisors to JM Global. Joan Wu of Hunter Taubman Fischer & Li LLC and Steve Zhu of AllBright Law Offices are acting as legal advisors to China Sunlong Environmental. Highline Research Advisors, LLC acted as financial advisor to JM Global Holding Company and was paid a fee of $100,000. Karen Smith of Advantage Proxy, Inc. acted as information agent to JM Global Holding and was paid a fee of $7,500. WithumSmith+Brown, PC acted as accountant and Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to JM Global Holding. Friedman LLP acted as an accountant for Sunlong.