COFCO Capital Investment Co., Ltd. agreed to acquire Zhongyuan Special Steel Co.,Ltd. (SZSE:002423) in a reverse merger transaction on April 24, 2018. Under the terms of transaction, Zhongyuan Special Steel Co.,Ltd. will exchange assets and liabilities for a 64.51% stake in COFCO Capital Investment Co., Ltd, Zhongyuan Special Steel Co.,Ltd. will exchange a 100% stake in Henan Zhongyuan Special Steel Equipment Manufacturing Co., Ltd. with COFCO Corporation Limited in exchange for part of 64.51% in COFCO Capital Investment Co., Ltd. and will issue 1.7 billion new shares at CNY 11.69 per share for acquiring COFCO Capital Investment Co., Ltd. The difference between the 64.51% equity of COFCO Capital and the assets will be partially purchased by Zhongyuan Special Steel Co., Ltd. from COFCO by issuing shares. At the same time, Zhongyuan Special Steel will purchase a 35.49% stake in COFCO Capital Investment Co., Ltd. as held by Hongyi Hongliang (Shenzhen) Equity Investment Fund Partnership (Limited Partnership), Guangdong Wenshi Investment Co., Ltd., Beijing Shounong Food Group Co., Ltd., China State-owned Enterprise Structure Adjustment Fund Co., Ltd., Ningbo Meishan Bonded Port Area Wufan Investment Management Partnership (Ltd), China Aviation Asset Management Co., Ltd. and Shanghai International Group Asset Management Co., Ltd. On October 24, 2018, Issuance price has been adjusted from CNY 11.69 to CNY 10.84 per share. The lock up period of shares will extend till August 20, 2021; the shares will be listed in Shenzhen stock exchange. As of January 3, 2019, the lock up period will be 36 months since issuance date. The transaction is subject to approval from the State-owned Assets Supervision and Administration Commission of the State Council, shareholders of Zhongyuan Special Steel Co.,Ltd. and China Securities Regulatory Commission. The transaction has been approved by the Board of Zhongyuan Special Steel Co.,Ltd. and has obtained the principled consent of the State-owned Assets Supervision and Administration Commission of the State Council. China Securities Regulatory Commission has approved the transaction on December 3, 2018. The transaction program has passed the review of military affairs of the Bureau of National Defense Science and Technology. The transaction has been approved by the third Board of Directors of Zhongyuan Special Steel Co.,Ltd. and the forty-ninth meeting of the third Board of Directors of Zhongyuan Special Steel Co.,Ltd. The price adjustment of the share issuance of the transaction has been reviewed and approved at the 50th meeting of the third Board of Directors of Zhongyuan Special Steel Co.,Ltd. The transaction has been officially approved by the State-owned Assets Supervision and Administration Commission of the State Council and the state-owned equity management matters involved in the price adjustment of this issue have been officially approved by the State-owned Assets Supervision and Administration Commission of the State Council. As of January 3, 2019, the employee representative meeting of Zhongyuan Special Steel Co.,Ltd. reviewed and approved the employee resettlement plan. The transaction has been reviewed and approved by shareholders of Zhongyuan Special Steel Co.,Ltd. in 2018. Wang Changqing, Yu Honggang, Bai Gang, Du Juan, Zhang Guanyu, He Liyao, Wang Peng and Zhang Shangqi, Feng Xiaogang of Huaxia Securities Co., Ltd. acted as financial advisors, Guo Bin, Li Li, Tan Sijun and Huang Na of Jiayuan Law acted as legal advisors, Mao Anning, Yu Yinyin, Shen Yanli and Xia Xinran of Ernst & Young Hua Ming LLP and Zhu Jiandi, Liu Jinjin and Chen Jia of Lixin Accounting Firm Limited Company acted as accountants to Zhongyuan Special Steel Co.,Ltd. Quan Zhongguang, Yu Ning, Zhang Meijie and Qi Xianzi of Beijing Zhongqihua Assets Evaluation Co., Ltd. acted as assessment agents.