Beijing Xinwei Telecom Technology, Inc. agreed to acquire Beijing Zhongchuang Telecom Test Co., Ltd. (SHSE:600485) from a group of sellers in a reverse merger transaction on September 23, 2013. The sellers are Wang Jing and 38 individuals and Datang Telecom Technology Holding Co., Ltd., Jilin Zhuochuang Zhongyin Equity Investment Fund Partnership Enterprise managed by Cybernaut, Tianzhaoxin (Tianjin) Equity Investment Fund Partnership Enterprise (Limited Partnership) and Jiangsu Xin Heng Tong Investment (Group) Co., Ltd. Beijing Zhongchuang will issue 3.12 billion shares as consideration to the shareholders of Xinwei Telecom Enterprise Group. In conjunction, Beijing Zhongchuang Telecom will also issue approximately 516.8 million shares to raise up to CNY 4 billion. Board of Directors of Shandong High-tech Venture Capital approved the transaction on September 23, 2013. The transaction is subject to approval by the China Securities Regulatory Commission, State-owned assets supervision and administration authorities, and shareholders of Beijing Zhongchuang. As of October 23, 2013, the transaction is still subject to approvals. On March 14, 2014, the counter parties were decreased from “39 individuals and Datang Telecom Technology Holding Co., Ltd. and 19 other institutions” to “37 individuals and Datang Telecom Technology Holding Co., Ltd. and 19 other institutions”; thus, the target changed from the 96.53% stake in Beijing Xinwei to the 95.61% stake in Beijing Xinwei. The volume for the assets acquisition through share issuance is approximately 2.61 billion shares.

The transaction was approved by the Beijing Zhongchuang Telecom Test Co. in its Directorate meeting. The 16th session of the 5th Directorate meeting on March 14, 2014 unanimously approved the transaction. China Securities Regulatory Commission conditionally approved the transaction on July 2, 2014. As on March 31, 2014, the shareholders of Beijing Zhongchuang approved the transaction. Beijing Chang An Law Firm acted as legal advisor for Beijing Zhongchuang Telecom Test Co., Ltd. Haitong Securities Co., Ltd. (SHSE:600837) acted as financial advisor for Beijing Zhongchuang Telecom Test. Beijing Zhongchuang Telecom Test hired Grant Thornton as accountant, changed the independent financial advisor from Haitong Securities Co., Ltd. to Essence Securities Co., Ltd., and changed legal advisor from Beijing Chang An Law Firm to Beijing Hairun Law Firm.

Beijing Xinwei Telecom Technology, Inc. completed the acquisition of Beijing Zhongchuang Telecom Test Co., Ltd. (SHSE:600485) from a group of sellers in a reverse merger transaction on September 5, 2014.