Vast Praise International Limited entered into an agreement to acquire Jian ePayment Systems Limited (SEHK:8165) (Jian) in a reverse merger transaction on October 26, 2018. Under the terms, Jian ePayment Systems Limited will issue 4.1 billion shares. Due to this Zhou Jianzhi, owner of Vast Praise International will hold 61.86% stake in Jian ePayment Systems Limited. The Board proposes to implement the share consolidation on the basis that every 10 issued and unissued Shares of par value of HKD 0.05 each in the share capital of the Jian ePayment Systems will be consolidated into one consolidated share of par value of HKD 0.5 each. In a related transaction, Jian ePayment Systems entered into an agreement to acquire Vermont Ridge Limited from Simon Chen for HKD 14 million on October 26, 2018. Upon completion, all the existing Directors, except for Wang Jiang Wei, will resign. Zhou Jianzhi may nominate new directors. The transaction is subject to all necessary approvals and consents required from any government authority or other third party, approval of the independent shareholders of Jian at the EGM, Executive Director of the Corporate Finance Division of the Securities and Futures Commission having granted the Whitewash Waiver, approval from the Listing Committee of Stock Exchange of Hong Kong Limited for the new listing application by Jian ePayment Systems, Listing Committee of Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the consideration shares, Stock Exchange of Hong Kong Limited having approved in principle the resumption of the trading of the shares simultaneous completion of acquisition of Vermont Ridge Limited, completion of the reorganization of Vast Praise International, Jian ePayment Systems being satisfied with the results of due diligence which can be waived on discretion of Jian ePayment Systems. The Board of Jian ePayment Systems considers that the consideration is fair and reasonable and in the interests of the company and the shareholders as a whole. The Independent Board Committee has been established to advise the independent shareholders on the transaction and the Whitewash Waiver. As announced on December 31, 2019, the listing application submitted to the Stock Exchange lapsed on November 29, 2019. As of January 31, 2020, Jian is preparing for the resubmission of the listing application and intends to resubmit the listing application on or before February 28, 2020. As of February 28, 2020, Jian re-submitted the listing application to continue its application to list on the Stock Exchange. The application includes of capital reorganization, the implementation of a public offer together with a preferential offering and amendments to the number of the consideration shares and the issue price of the acquisition. As of March 31, 2020, Jian received new comments from the Stock Exchange in connection with the new listing application. As of April 29, 2020, no definitive agreements have been entered into in relation to the new arrangements. As of May 29, 2020, no definitive agreements have been entered into in relation to the new arrangements. As of June 30, 2020, no definitive agreements have been entered into in relation to the new arrangements and upon expiry of the listing application at the end of August 2020, Jian will re-submit the new listing application. As of July 31, 2020, no definitive agreements have been entered into in relation to the new arrangements. As of August 28, 2020, the new listing application with respect to the acquisition lapsed. As of August 31, 2020, the notwithstanding the lapse of the listing application, the terms of the agreements remain in force and no definitive agreements have been entered into in relation to the new arrangements. As of September 30, 2020, no definitive agreements have been entered into in relation to the new arrangements. As of October 30, 2020, Jian does not expect that the conditions precedent of agreements can be satisfied by December 31, 2020 (long stop date) and does not expect or intend that the long stop date be extended. If the conditions precedent to agreements are not satisfied by the long stop date the agreement will terminate. The Long Stop Date for the transaction is December 31, 2019 or such later time or date as may be agreed among the parties. The transaction is expected to complete on fifth business day upon satisfaction or waiver of the conditions under the agreement. As of December 31, 2019, the long stop date of the transaction is extended and the transaction is expected to complete on June 30, 2020. As of June 30, 2020, the long stop date of the transaction is extended and the transaction is expected to complete on December 31, 2020. Lego Corporate Finance Limited acted as financial advisor for Independent Board Committee of Jian ePayment Systems.