Ourgame International Holdings Limited (SEHK:6899) entered into a share transfer agreement to acquire Shenzhen Xunyou Internet Technology Co., Ltd. from Li Shang Dong, Su Zhi Yong and Zhou Xi for approximately CNY 150 million on January 16, 2018. Li Shang Dong, Su Zhi Yong and Zhou Xi will sell 2%, 47% and 51% stake in Shenzhen Xunyou Internet Technology Co., Ltd. respectively. The consideration will be paid in cash and shares of Ourgame International Holdings Limited and is subject to adjustment. Cash consideration of CNY 75 million is payable out of which CNY 30 million shall be payable on the completion date, CNY 22.5 million shall be payable within 20 business days after satisfaction of the 2018 Performance Guarantee and CNY 22.5 million shall be payable within 20 business days after satisfaction of the 2019 Performance Guarantee. Ourgame International Holdings Limited will issue 34.72 million shares as part of consideration out of which 13.89 million shall be allotted and issued on the completion date, 10.42 million shall be allotted and issued within 20 business days after satisfaction of the 2018 Performance Guarantee and 10.42 million shall be allotted and issued within 20 business days after satisfaction of the 2019 Performance Guarantee. The consideration shares will rank pari passu in all respects with each other and with the shares in issue at the time of issue of the consideration shares. Consideration shares issued before December 31, 2018 shall be subject to lock-up from the date of issuance of such shares until December 31, 2018. Consideration shares issued before December 31, 2019 but on or after December 31, 2018 shall be subject to lock-up from the date of issuance of such shares until December 31, 2019. Upon completion of the acquisition, Shenzhen Xunyou Internet Technology Co., Ltd. will become a wholly-owned subsidiary of Ourgame International Holdings Limited. In case the agreement is terminated, no termination fee will be paid. As of December 31, 2017, Shenzhen Xunyou Internet Technology Co., Ltd. reported net assets of CNY 1.86 million. The transaction is subject to the representations and warranties made under the agreement being true, complete, valid and accurate until the completion date, all commitments and obligations under the agreement being performed, completion of the business, legal, technology and financial due diligence of Shenzhen Xunyou Internet Technology Co., Ltd., registered capital of Shenzhen Xunyou Internet Technology Co., Ltd. being paid and confirmed by Ourgame International Holdings Limited, the signing of employment agreements, non-disclosure agreements and non-competition agreements by the core employees of Shenzhen Xunyou Internet Technology Co., Ltd., the approval of the acquisition and the issue of the consideration shares by the Board of Ourgame International Holdings Limited, the listing committee of the stock exchange having granted the listing of, and permission to deal in the consideration shares, completion of the audit in Shenzhen Xunyou Internet Technology Co., Ltd., and Su Zhi Yong transferring his 100% equity interest in Shenzhen Jingyue Internet Technology Co., Ltd. to Shenzhen Xunyou Internet Technology Co., Ltd. at nil consideration. The transaction is exempted from shareholders’ approval. If the above conditions cannot be fulfilled within three months after the date of the share transfer agreement, the agreement may be terminated. The transaction shall be completed on the second business day after the fulfillment of all the conditions precedent.