Guangdong Qtone Education Co.,Ltd. (SZSE:300359) agreed to acquire Beijing Jijiao Network Technology Co., Ltd. from Beijing Shunye Hengtong Asset Management Co., Ltd., Zhu Min, Zhang Xuetao and Chen Jiangwu for CNY 1 billion in cash and stock on January 15, 2015. An agreement was signed on January 26, 2015. Beijing Shunye Hengtong Asset Management, Zhu Min, Zhang Xuetao and Chen Jiangwu will sell 37.38%, 33.32%, 21.2% and 8.1% stake respectively. Guangdong Qtone Education will pay in cash CNY 196.25 million, CNY 174.93 million, CNY 111.3 million and CNY 42.53 million to Beijing Shunye Hengtong Asset Management, Zhu Min, Zhang Xuetao and Chen Jiangwu respectively and issue 5.21 million shares, 4.65 million shares, 2.96 million shares and 1.13 million shares at CNY 37.64 per share to Beijing Shunye Hengtong Asset Management, Zhu Min, Zhang Xuetao and Chen Jiangwu respectively. In a related deal, Guangdong Qtone Education Co.,Ltd. agreed to acquire Xi'an Xiyue Information Technology Co., Ltd. from Zhang Wei and Xue Zhaoze for CNY 80 million in cash and stock on January 26, 2015. Under the terms, Guangdong Qtone Education will issue shares at CNY 37.64 per share to raise CNY 926.6 million and pay cash for Beijing Jijiao Network Technology.

Beijing Jijiao Network Technology Co., Ltd reported total assets of CNY 191.49 million, net assets of CNY 99.4 million, revenues of CNY 235.29 million, operating profit of CNY 67.97 million and net profit of CNY 56.93 million in 2014. The shareholders of Beijing Jijiao Network Technology approved the deal on January 15, 2015. The Board of Directors of Guangdong Qtone Education approved the deal unanimously on January 26, 2015. The Board of Directors of Guangdong Qtone Education approved the deal again on May 22, 2015. The shareholders of Guangdong Qtone Education approved the deal on June 8, 2015. The Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the CSRC approved the deal on September 16, 2015. Greatwall Securities Co., Ltd. acted as financial advisor, Zhong Lun Law Firm acted as legal advisor and GP Certified Public Accountants acted as accountant for Guangdong Qtone Education.

Guangdong Qtone Education Co.,Ltd. (SZSE:300359) completed the acquisition of Beijing Jijiao Network Technology Co., Ltd. from Beijing Shunye Hengtong Asset Management Co., Ltd., Zhu Min, Zhang Xuetao and Chen Jiangwu on November 18, 2015.