Ourgame International Holdings Limited (SEHK:6899) signed a share transfer agreement acquire to Nanjing Haoyun Meicheng Electronics Co., Ltd. from Zhu Gui Feng for approximately CNY 220 million on January 16, 2018. The deal value is subject to adjustments based on profit guarantee given by Zhu Gui Feng. The consideration shall be settled as to CNY 136 million in cash and issuance of 38.9 million consideration shares of Ourgame International Holdings Limited. Further, cash amount of CNY 136 million will be payable by Ourgame International Holdings Limited CNY 60.4 million on the completion date (the ‘‘first instalment cash consideration’’); further in case there is no adjustment, CNY 37.8 million shall be payable within 20 business days after satisfaction of the 2018 performance guarantee (the ‘‘second installment cash consideration’’), or in case there is an adjustment, the amount of second installment cash consideration will be reduced accordingly and in case there is no adjustment, CNY 37.8 million shall be payable within 20 business days after satisfaction of the 2019 performance guarantee (the ‘‘third installment cash consideration’’), or in case there is an adjustment, the amount of third installment cash consideration will be reduced accordingly. 38.9 million stock consideration will be payable as 15.6 million to be allotted on the completion date (the‘ ‘first installment consideration shares’’); in case there is no adjustment, 11.7 million shares shall be allotted and issued within 20 business days after satisfaction of the 2018 performance guarantee (the ‘‘second installment consideration shares’’), or in case there is an adjustment, the number of second installment consideration shares will be reduced accordingly and in case there is no adjustment) further 11.7 million shares shall be allotted and issued within 20 business days after satisfaction of the 2019 performance guarantee (the‘ ‘third installment consideration shares’’) or in case there is an adjustment the number of third installment consideration shares will be reduced accordingly. Consideration shares issued before December 31, 2018 shall be subject to lock-up from the date of issuance of such consideration 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 consideration shares until December 31, 2019. After the completion, Nanjing Haoyun Meicheng Electronics Co., Ltd. will become a wholly-owned subsidiary of Ourgame International Holdings Limited. For the year ending December 31, 2017, Nanjing Haoyun Meicheng Electronics Co., Ltd. reported profit after tax of CNY 28.4 million. As of December 31, 2017, Nanjing Haoyun Meicheng Electronics Co., Ltd. reported net assets of CNY 28.9 million. Completion shall be subject to the satisfaction of certain conditions precedent including financial due diligence, the signing of employment agreements, non-disclosure agreements and non-competition agreements, the transfer of the equity interest held by Chen Zhong, (the guarantor) in Shanghai Zhangqi Internet Technology Co., Ltd. and Nanjing Taodu Internet Technology Co., Ltd. to Nanjing Haoyun Meicheng Electronics Co., Ltd. at nil consideration in order that Nanjing Haoyun Meicheng Electronics Co., Ltd. can account for them in its consolidated financial statements (reorganization), the disposal of 50% equity interest in Guangzhou Haoyun Lianlian by Nanjing Haoyun Meicheng Electronics Co., Ltd., the approval of Board of Directors of Ourgame International Holdings Limited and listing of new shares. If the conditions cannot be fulfilled on or before February 14, 2018, the share transfer agreement will be terminated. Completion shall take place on the second business day after the fulfillment of all the conditions. Ourgame International Holdings Limited (SEHK:6899) completed the acquisition of Nanjing Haoyun Meicheng Electronics Co., Ltd. from Zhu Gui Feng on February 9, 2018.