Zall Commerce Supply Chain (Wuhan) Co. Ltd. entered into a framework agreement to acquire 8.36% stake in Shenzhen Agricultural Product E-commerce Joint Stock Company from Shenzhen Agricultural Products Co., Ltd. (SZSE:000061) for approximately CNY 310 million on June 27, 2017. As per terms, tentative consideration approximately CNY 310 million represents a price of CNY 7.22 per each unit in the registered capital of Shenzhen Agricultural Product E-commerce Joint Stock Company which will be settled by cash payable to Shenzhen Agricultural Products. Zall Commerce Supply Chain (Wuhan) Co. Ltd. will deposit CNY 30 million on the date of entering into of the framework agreement which should be refunded to Zall Commerce Supply Chain (Wuhan) Co. Ltd. after the second consideration is paid. Zall Commerce Supply Chain (Wuhan) Co. Ltd. and Shenzhen Agricultural Products Co entered into a share purchase agreement on May 6, 2019.

On June 12, 2019, Shenzhen Agricultural Products Group Co., Ltd. received CNY 40 million from Zall Commerce Supply Chain (Wuhan) Co. Ltd. as part of the consideration. As of June 13, 2019, Zall Commerce Supply Chain (Wuhan) Co. Ltd. has paid a total of CNY 100 million (CNY 70 million to Shenzhen Agricultural Products Group Co., Ltd. and CNY 30 million to the Shenzhen joint property rights exchange as a guarantee). A total of CNY 207 million still needs to be paid. Zall Commerce Supply Chain (Wuhan) Co. Ltd. intends to finance its payment of the consideration under the framework agreement by its internal resources and/or debt financing. . As on September 30, 2019, Zall Commerce Supply Chain has paid CNY 120 million and there is an outstanding balance of CNY 187 million.

For the year ending December 31, 2016, Shenzhen Sinoagri E-commerce Co., Ltd. reported net income of CNY 53.05 million. As of December 31, 2016, Shenzhen Sinoagri E-commerce Co., Ltd. reported net assets of CNY 765.6 million. The transaction is subject to Zall Smart Commerce Group Ltd. (SEHK : 2098) (“Zall Group”), parent of Zall Commerce Supply Chain (Wuhan) Co. Ltd. acquiring 6% stake in Shenzhen Sinoagri E-commerce Co., Ltd from Shenzhen Agricultural Products Co., Ltd and Shenzhen HiGreen Investment Management Co., Ltd for CNY 7.22 million. Also, transaction is subject to, among others, the approval of state-owned asset management, valuation, filing and listing for sale in the PRC and the share purchase agreement and all the other necessary legal documents having been duly signed by the parties thereto. Zall Group will convene the EGM for independent shareholders' to consider and approve the transaction. As of December 11, 2017, the transaction is considered fair and reasonable by Board of Directors of Zall Group and recommended shareholders to vote in favor of transaction. As of January 18, 2018, the transaction was approved by the shareholders of Zall Group in an extraordinary general meeting. On May 29, 2019, 3rd extraordinary shareholders’ meeting of Shenzhen Agricultural Products Group Co., Ltd. approved the transaction. As of July 27, 2019, the transaction has been approved by Board of Directors of Shenzhen Agricultural Products Group Co.,Ltd. As on September 30, 2019, the requirements under Shenzhen State-owned assets management policies and the listed companies restructuring management policies have been fulfilled. The transaction is expected to complete on March 31, 2018. As on March 31, 2018, the parties entered into a supplemental agreement pursuant to which the transaction is now expected to be completed by September 30, 2018. As on September 30, 2018, the parties entered into a supplemental agreement pursuant to which the transaction is now expected to be completed by March 31, 2019. As of April 1, 2019, the transaction is expected to complete on September 30, 2019. As of September 30, 2019, the transaction is expected to complete on November 30, 2019. As of November 29, 2019, transaction is expected to complete on or before January 31, 2020.

Zall Commerce Supply Chain (Wuhan) Co. Ltd. completed the acquisition of 8.36% stake in Shenzhen Agricultural Product E-commerce Joint Stock Company from Shenzhen Agricultural Products Co., Ltd. (SZSE:000061) on July 4, 2023.