Shanghai Xin Nanyang Co., Ltd. (SHSE:600661) agreed to acquire Shanghai Only Education Technology Co., Ltd. from Shanghai Jiaotong University Enterprise Management Center, Shanghai Qiran Education Management Consulting Co., Ltd., Shanghai Lifang Investment Management Co., Ltd., Luo Huiyun, Liu Changke, Lin Tao, Qiu Xibin, Li Xiaohong, Jiang Shan, Xu Rong, Li Haoyang, Chen Yong, Cao Yu, Bian Yunfeng, He Bingfei, Tang Xianping, Zhang Zhaozhong, Li Quanbao, Li Bin, Zhou Huangtang, Xue Qing, Wang Bingren, Zheng Junhua, Wang Xuping, Song Da, Wang Aichen, Zhou Yingkun, Wang Xiaobo, Ma Lihong, Wang Zhiyu, Meng Yi, Lu Ying, Xiang Nan, Zhu Qi, Cao Yi, Liao Huaibao, Shen Shuhua, Zhou Yangzheng, Wang Yun, Liu Rui, Wang Huan, Dai Dongdong, Qu Lingling, Jiang Jigang, Qin Yin, Chang Lin, Zhang Hua and Huang Ying for approximately CNY 580 million in stock on May 2, 2013. Shanghai Xin will issue its 77.68 million shares as consideration.

Shanghai Xin Nanyang Co., Ltd. will issue 32.92 million shares to Shanghai Jiatong University Enterprise Management Center, 19.67 million shares to Shanghai Qiran Education Management Consulting Co., Ltd., 0.69 million shares to Shanghai Lifang Investment Management Co., Ltd., 6.56 million shares to Luo Huiyun, 4.1 million shares to Liu Changke, 2.96 million shares to Lin Taofa, 1.92 million shares to Qiu Xibin, 1.07 million shares to Li Xiaohong, 0.96 million shares to Jiang Shan, 1.53 million shares to Xu Rong, 0.18 million shares to Li Haoyang, 0.12 million shares to Chen Yong, 0.07 million shares to Cao Yu, 0.21 million shares to Bian Yunfeng, 0.11 million shares to He Bingfei, 0.14 million shares to Tang Xianping, 0.07 million shares to Zhang Zhaozhong, 0.09 million shares to Li Quanbao, 0.06 million shares to Li Bin, 0.43 million shares to Zhou Huantang, 0.07 million shares to Xue Qing, 0.07 million shares to Wang Bingren, 0.47 million shares to Zheng Junhua, 0.21 million shares to Wang Xuping, 0.07 million shares to Song Da, 0.46 million shares to Wang Aichen, 0.37 million shares to Zhou Yingkun, 0.43 million shares to Wang Xiaobo, 0.25 million shares to Ma Lihong, 0.14 million shares to Wang Zhiyu, 0.07 million shares to Meng Yi, 0.05 million shares to Lu Ying, 0.04 million shares to Xiang Nan, 0.05 million shares to Zhu Qi, 0.05 million shares to Cao Yi, 0.07 million shares to Liao Huaibao, 0.04 million shares to Shen Shuhua, 0.01 million shares to Zhou Yangzheng, 0.01 million shares to Wang Yun, 0.01 million shares to Liu Rui, 0.01 million shares to Wang Huan, 0.01 million shares to Dai Dongdong, 0.01 million shares to Qu Lingling, 0.07 million shares to Jiang Jigang, 0.43 million shares to Qin Yin, 0.07 million shares to Chang Lin, 0.14 million shares to Zhang Hua, 0.11 million shares to Huang Ying, so as to acquire the relevant assets.

Shanghai Xin will issue shares to a maximum of 10 specific investors in a private placement to raise supporting funds. Shanghai Only Education Technology reported total assets of CNY 389.6 million and revenue of CNY 111.36 million for the quarter ended March 31, 2013 and revenue of CNY 537.7 million, total profit of CNY 48.8 million , total assets of CNY 399.46 million and total liabilities of CNY 311.26 million for the year ended December 31, 2012. The transaction is subject to approval by the shareholders of Shanghai Xin Nanyang Co., Ltd. and China Securities Regulatory Commission and was approved by the Board of Directors of Shanghai Xin Nanyang Co., Ltd. on August 23, 2013. The Board of Directors of Shanghai Jiaotong University Enterprise Management Center agreed for the share exchange on March 25, 2013, the shareholders and Board of Directors of Shanghai Qiran Education Management Consulting and Shanghai Lifang Investment Management approved the transaction on June 20, 2013 and August 19, 2013 respectively. The transaction was approved by the Ministry of Finance on August 14, 2013 and shareholders of Shanghai Only Education Technology on August 19, 2013. As on September 11, 2013, Shanghai Qiran Education Management Consulting Co., Ltd. is approved of Shanghai Municipal Commission of Commerce for domestic reinvestment. As on September 23, 2013, transaction was approved by shareholders of Shanghai Xin Nanyang. The transaction was approved in the seventh Directorate meeting of Shanghai Xin Nan Yang on November 29, 2013. China Securities Regulatory Commission rejected the transaction in its meeting held on December 23 2013. As on December 25, 2013, the Board of Directors of Shanghai Xin Nanyang approved to continue with the transaction. CSRC approved the transaction on July 14, 2014. Haitong Securities Co., Ltd. acted as financial advisor and Grandall Law Firm acted as legal advisor to Shanghai Xin Nanyang Co., Ltd.