Zhejiang Hexin Industry Group Co., Ltd (SZSE:002343) agreed to acquire Ciwen Media Group Co.,Ltd. from its 37 shareholders for CNY 2.8 billion on December 21, 2014. Zhejiang Hexin plans to swap all its assets and liabilities, excluding its CNY 250 million cash, for Ciwen Media Group Co., Ltd.'s 100% stake from 37 shareholders. The difference between the swap-out and swap-in assets will be paid through the issuance of shares to the 37 shareholders. The swap-out assets' price is CNY 1 billion, the swap-in assets' price is CNY 2.41 billion, and the difference will be paid through the issuance of 163 million shares at a price of CNY 8.56 per share. Out of the entire shares issued by Zhejiang Hexin Industry, 40 million shares will be issued by one of the shareholders of Zhejiang Hexin Industry.

Zhejiang Hexin Industry Group will acquire shares of Ciwen Media Group from Hangzhou Shunwang Technology Co.,Ltd, Shanghai Fuhou Yinling Investment Partnership (Limited Partnership), Wuxi Zhongke Huiying No. 2 Venture Capital Co., Ltd., Shenzhen Pengde Venture Capital Co., Ltd., Shanghai Jinxiang Fuhou Equity Investment Partnership (Limited Partnership), Hangzhou Jianxin Chengheng Venture Capital Partnership (Limited Partnership), Yantai Jianxin Blue Economic Venture Capital Co., Ltd., Shanghai Jianxin Equity Investment Co., Ltd., Beijing Zhongzi Shunjing Venture Capital Co., Ltd., Shanghai Jianxin Chuangying Equity Investment Partnership (Limited Partnership), Ma Zhongjun, Wang Mei, Yin Meijuan, Ye Biyun, Wei Lili, Huang Yan, Teng Guang, Yuan Xiangyang, Pan Shan, Yu Caifeng, Lu Demin, Jia Hongyuan, Yang Wenjun, Ma Zhonghua, Zhu Anna, Wang Meixin, Zhou You, Wang Ding, Song Yaping, Jing Xu Feng, Zhao Xiao Jian, Chen Mingyou, Wang Likun, Zhang Fan, Gao Shengli, Gong Weiping and Gao Na.

The transaction is subject to approval of shareholders of Zhejiang Hexin Industry Group, in principle approval from Central Propaganda Department and The State Administration of Press, Publication, Radio, Film and Television of the People's Republic of China, and is subject to the Review Board for Mergers, Acquisitions and Restructurings of Listed Companies of China Securities Regulatory Commission and the CSRC's approvals. The Board of Directors of Zhejiang Hexin Industry Group approved the transaction. The shareholders of Ciwen Media Group approved the transaction. The shareholders of Zhejiang Hexin Industry Group approved the transaction on January 8, 2015. China Securities Co., Ltd. and Western Securities Co., Ltd. (SZSE:002673) acted as financial advisors, Grandall Law Firm acted as legal advisor and BDO China Shu Lun Pan CPAs Co., Ltd. acted as accountant for Zhejiang Hexin Industry Group Co., Ltd. Zhonghua Certified Public Accountants acted as accountant for Ciwen Media Group Co.,Ltd.