Wangfujing Group Co., Ltd. (SHSE:600859) agreed to acquire Beijing Capital Retailing Group Co.,Ltd. (SHSE:600723) for CNY 6.4 billion on January 28, 2021. Wangfujing Group signed an agreement to acquire Beijing Capital on January 29, 2021. Under the terms, Wangfujing will acquire all 658.4 million shares in Beijing Capital and will issue 200.4 million of its own shares as consideration. 0.3044 shares of Wangfujing stock can be exchanged for every 1 Beijing Capital Retailing Group Co.,Ltd´s share. Wangfujing Group Co., Ltd. will also raise supporting funds for the acquisition. As on October 28, 2021, the parties have signed the asset delivery agreement.

Transaction is subject to approval from shareholders of Wangfujing and Beijing Capital, China Securities Regulatory Commission and State Administration for Market Regulation on the matter of concentration of undertakings (if necessary). As of January 28, 2021, transaction was approved by State-owned Assets Supervision and Administration Commission of the Beijing Municipal People's Government. As on January 29, 2021, transaction was approved by boards of Wangfujing and Beijing Capital. The transaction was approved by Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission on August 12, 2021. On September 2, 2021, China Securities Regulatory Commission has approved the issuance of consideration shares along with approval for fund raising through share issuance not more than CNY 4 billion. As informed on October 14, 2021, Beijing Capital Retailing Group's Listing will cease on October 22, 2021 after the completion of merger. As of October 28, 2021, Wangfujing Group has completed the registration procedures for the newly issued shares for this merger and acquisition and Beijing Capital still need to go through the formalities for industrial and commercial deregistration.

The share registration date for the merger implementation of this absorption merger is October 21, 2021. China Securities acted as financial advisors for Wangfujing and Huatai United Securities acted as financial advisors for Beijing Capital. Haiwen Law Firm acted as legal advisor and ShineWing Certified Public Accountants Co., Ltd. acted as accountant to Wangfujing Group Co., Ltd. in the deal. Jun He Law Offices acted as legal advisor, Grant Thornton China acted as accountant to Beijing Capital Retailing Group in the deal.