China Railway Erju Co., Ltd. (SHSE:600528) agreed to acquire China Railway Baoji Bridge Group Co., Ltd., China Railway Engineering Equipment Group Co., Ltd., China Railway Shanhaiguan Bridge Group Co., Ltd. and China Railway Science & Industry Group Co., Ltd. from China Railway Group Limited (SHSE:601390) for CNY 11.5 billion in stock and assets on December 2, 2015. China Railway Erju Co., Ltd will issue assets worth CNY 7.24 billion and 368.7 million shares. The final deal value is subject to appraisal results. China Railway Erju's A share trade will continue being suspended from trading. In a related transaction, China Railway Erju will raise CNY 6 billion through issuing of shares. On April 20, 2016, China Railway Erju entered into a supplemental agreement to acquire China Railway Baoji Bridge Group Co., Ltd., China Railway Engineering Equipment Group Co., Ltd., China Railway Shanhaiguan Bridge Group Co., Ltd. and China Railway Science & Industry Group Co for CNY 11.7 billion. China Railway Erju will pay CNY 7.2 billion in cash and issue 381 million shares with reference to the appraisal result.

During the year ended December 31, 2014, China Railway Baoji Bridge Group Co., Ltd., China Railway Engineering Equipment Group Co., Ltd., China Railway Shanhaiguan Bridge Group Co., Ltd. and China Railway Science & Industry Group Co., Ltd. had net profit of CNY 650.35 million. China Railway Shanhaiguan Bridge Group Co., Ltd. reported total assets of CNY 8.95 billion, net assets of CNY 2.64 billion, revenue of CNY 4.58 billion and net profit of CNY 263.59 million for the year ending December 31, 2014.

China Railway Baoji Bridge Group Co., Ltd. reported total assets of CNY 5.58 billion, net assets of CNY 3.02 billion, revenue of CNY 3.94 billion and net profit of CNY 242.42 million for the year ending December 31, 2014. China Railway Science & Industry Group Co., Ltd. reported total assets of CNY 2.99 billion, net assets of CNY 655.51 million, revenue of CNY 2.15 billion and net profit of CNY 30.98 million for the year ending December 31, 2014. China Railway Engineering Equipment Group Co., Ltd. reported total assets of CNY 3.42 billion, net assets of CNY 1.09 billion, revenue of CNY 1.65 billion and net profit of CNY 113.36 million for the year ending December 31, 2014.

The transaction is subject to approval from shareholders of China Railway Erju Co., Ltd., and CSRC. Board of Directors of China Railway Erju Co., Ltd. and China Railway Group Limited approved the transaction on December 2, 2015. As on April 23, 2016, China Railway Erju revises the consideration. The revised consideration consists of assets of CNY 7.23 billion and issuance of 381.8 million shares. As of May 6, 2016, Shareholders of China Railway Erju approved the deal. As on July 29, 2016, the transaction is unconditionally approved by the China Securities Regulatory Commission. As on August 24, 2016, the shares to be issued as consideration have been amended from 381 million to 383.8 million shares of China Railway Erju Co. The State-owned Assets Supervision and Administration Commission of the State Council have approved the deal. BOC International (China) Limited, Morgan Stanley Huaxin Securities Company Limited, Tianfeng Securities Brokerage Co., Ltd. and UBS Securities Co., Limited acted as financial advisors for China Railway Erju Co., Ltd. Jia Yuan Law Firm acted as Legal Advisor and Deloitte Touche Tohmatsu Certified Public Accountants LLP acted as Accountant for China Railway Erju Co., Ltd. (SHSE:600528).

China Railway Erju Co., Ltd. (SHSE:600528) received approval from China Securities Regulatory Commission to issue not more than 516.351118 new shares in private placement which was a part of related transaction.

China Railway Erju Co., Ltd. (SHSE:600528) completed the acquisition of China Railway Baoji Bridge Group Co., Ltd., China Railway Engineering Equipment Group Co., Ltd., China Railway Shanhaiguan Bridge Group Co., Ltd. and China Railway Science & Industry Group Co., Ltd. from China Railway Group Limited (SHSE:601390) on January 6, 2017.