Minshang Creative Technology Holdings Limited (SEHK:1632) agreed to acquire Changjing Wanxiang (Beijing) Technology Co., Ltd. from Tiantu VC USD Fund I L.P. and others for approximately HKD 120 million on December 24, 2021. Minshang Creative will issue 171,783,636 shares to vendors. Assuming the fulfillment of the 2022 Financial Guarantee and the 2023 Financial Guarantee, the Second Stage Consideration Shares and the Third Stage Consideration Shares will be allotted and issued respectively.

The first stage of the Consideration shall be HKD 22,847,224, which shall be settled by allotment and issue of a total of 34,356,728 Consideration Shares. HKD 34,270,835, which shall be settled by allotment and issue of a total of 51,535,090 Consideration Shares as second stage of consideration and HKD 57,118,059, which shall be settled by allotment and issue of a total of 85,891,818 Consideration Shares will be third stage of consideration. Upon Completion, Changjing Wanxiang will become a wholly-owned subsidiary of Minshang and the financial results of the Target Group will therefore be consolidated into the consolidated financial statements of Minshang.

The unaudited net asset value of Changjing Wanxiang as at 30 November 2021 was approximately HKD 9.3 million. The transaction is subject to due diligence, all necessary consents, filings and approvals by such third parties (including any governmental, official body or regulatory authority). As of June 22, 2022, all conditions precedent to completion of agreement have been fulfilled.

Parties agreed to extend the Long Stop Date to June 30, 2022.