Shenzhen Cau Technology Co., Ltd (SZSE:000004) intends to acquire Beijing Zhiyou Wangan Technology Co., Ltd. from a group of sellers on April 9, 2019. Under the term, Shenzhen Cau Technology will acquire 100% stake by issuing shares at CNY 15.8 per share. Shenzhen Cau Technology Co., Ltd (SZSE:000004) signed an agreement to acquire Beijing Zhiyou Wangan Technology Co., Ltd. from a group of sellers for CNY 1.8 billion on June 21, 2019. Shenzhen Cau Technology Co., Ltd will issue 81 million shares as consideration. Under the term, Peng Ying, Beijing Zhongguancun M&A Parent Fund Investment Center (Limited Partnership),Shenzhen Ruihong Real Estate Development Co., Ltd., Zhuhai Hengqin Puyuan Technology Partnership Enterprise (Limited Partnership),Guo Xunping, Shenzhen Dachen Chuangtong Equity Investment Partnership Enterprise (L.P.), a fund managed by Shenzhen Dachen Caizhi Venture Capital Management Co., Ltd., Qundao Qianfan (Qingdao) Equity Investment Center (Limited Partnership), Zhengzhou Zhonghe Network Security Information Technology Co., Ltd.. Liantong Chuangxin Hulian Chengdu Equity Investment Fund Partnership Enterprise Limited Partnership,Shenzhen Huaqi Huijin Investment Management Partnership Enterprise (Limited Partnership),Ningbo Shenyi Chuanghe Venture Capital Partnership Enterprise (Limited Partnership), He Jie, Nantong Shanfu Equity Investment Partnership Enterprise (Limited Partnership), Beijing Puheying Equity Investment Partnership Enterprise (Limited Partnership), a fund managed by Tianjin Venture Capital Management Co., Ltd.,Shenzhen Qianhai Yitao No.1 Equity Investment Fund Partnership Enterprise (Limited Partnership), Liantong Xinwo (Shanghai) Venture Capital Investment Partnership Enterprise (LP), a fund managed by Shenzhen Qianhai Huyang Capital Management Enterprise (LP) and Liao Juechun will transfer 19.18%, 20.07%, 15.29%, 12.78%, 5.18%, 5%, 4.76%, 3.95%, 4.4%, 1.80%, 1.63%, 1.4%, 1%, 1%, 0.69%, 0.6%, 0.48% and 0.18% for CNY 257.71 million, CNY 240.8 million, CNY 205.49 million, CNY 171.69 million, CNY 69.65 million, CNY 60 million, CNY 57.14 million, CNY 53.07 million, CNY 52.86 million, CNY 21.64 million, CNY 19.51 million, CNY 16.8 million, CNY 12 million, CNY 12 million, CNY 8.33 million, CNY 7.2 million, CNY 7.14 million, CNY 5.81 million and CNY 2.16 million respectively. Peng Ying, Guo Xunping and Zhengzhou Zhonghe Network Security Information Technology Co., Ltd. commit to a lock up period of 3 periods of respectively 12 months (for 15% of the shares), 24 months (for 10% of the shares) and 36 months (for 75% of the shares). Shenzhen Ruihong Real Estate Development Co., Ltd. and Zhuhai Hengqin Puyuan Technology Partnership Enterprise (Limited Partnership) commit to a lock up period of 36 months. All other counterparties will have no lock up period. As of December 31, 2018, Beijing Zhiyou Wangan Technology reported total assets of CNY 225.26 million, revenue of CNY 138.18 million and net income of CNY 60.97 million. The transaction is subject to a secondary directorate approval by the Shenzhen Cau Technology’s board of directors after the relevant audit and assessment/valuation works for the target asset are completed, approval from Shenzhen Cau Technology shareholders and approval of China Securities Regulatory Commission. The transaction was approved by the Shenzhen Cau Technology’s 9th directorate in its 1st special meeting held on April 9, 2019. The transaction was approved by the shareholders of Beijing Zhiyou Wangan Technology Co., Ltd. on April 9, 2019. On June 21, 2019, 2nd Extraordinary Meeting of 2019 of the 10th Directorate of Shenzhen Cau Technology approved the agreement. On July 11, 2019, the transaction is approved by the shareholder of Shenzhen Cau Technology in the first extraordinary shareholders' meeting in 2019. On October 18, 2019, the transaction is approved by the board of director of Shenzhen Cau Technology on the fifth temporary meeting of the tenth board of directors in 2019. On November 6, 2019, China Securities Regulatory Commission approved the transaction. As of November 26, 2019, except for the counterparty of a natural person, all the schemes of this transaction have been reviewed and approved by the internal authority of the counterparty and the CSRC approval is still pending. On December 19, 2019, Shenzhen Cau Technology Co., Ltd received the approval (CSRC License [2019] No. 2818) issued by the China Securities Regulatory Commission. ZTF Securities Co., Ltd. acted as the financial advisor, Anhui Tianhe Law Firm acted as the legal advisor and Moore Stephens Da Hua Certified Public Accountants acted as the accountant for Shenzhen Cau Technology Co., Ltd. Grant Thornton China Certified Public Accountants acted as the accountant for Beijing Zhiyou Wangan Technology Co., Ltd. Shenzhen Cau Technology Co., Ltd (SZSE:000004) completed the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd. from a group of sellers on December 20, 2019. Post completion, 100% of the equity of Zhiyou online security has been registered under the name of the Shenzhen Cau Technology Co. The relevant approvals and authorisations are legal and effective. All effective conditions have been met. The transfer procedures for the underlying asset have been met.