Guangdong Qtone Education Co.,Ltd. (SZSE:300359) agreed to acquire Xi'an Xiyue Information Technology Co., Ltd. from Zhang Wei and Xue Zhaoze for CNY 80 million on January 15, 2015. An agreement was signed on January 26, 2015. Zhang Wei and Xue Zhaoze will sell 99% and 1% stake respectively. Guangdong Qtone Education will pay CNY 31.2 million in cash and 1.28 million shares at CNY 37.64 per share to Zhang Wei and pay CNY 0.8 million in cash to Xue Zhaoze. In a related transaction, Guangdong Qtone Education Co.,Ltd. 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 approximately CNY 1.1 billion in cash and stock. Under the terms, Guangdong Qtone Education will issue shares at CNY 37.64 per share to raise CNY 926.6 million and pay cash of CNY 32 million for Xi'an Xiyue Information Technology. As of December 31, 2014, Xi'an Xiyue Information Technology had total assets of CNY 9.19 million, owner's equity of CNY 6.89 million, revenues of CNY 13.19 million, operating profit of CNY 2.92 million and net profit of CNY 3.19 million.

The shareholders of Xi'an Xiyue Information 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 Xi'an Xiyue Information Technology Co., Ltd. from Zhang Wei and Xue Zhaoze on November 18, 2015.