Xinjiang Xuefeng Sci-Tech (Group) Co.,Ltd (SHSE:603227) signed an intent agreement to acquire Xinjiang Yuxiang Huyang Chemical Co., Ltd. from group of shareholders for CNY 2.1 billion on December 31, 2021. Xinjiang Xuefeng Sci-Tech (Group) Co.,Ltd signed an agreement to acquire Xinjiang Yuxiang Huyang Chemical Co., Ltd. from group of shareholders for CNY 2.1 billion on May 25, 2021. The consideration will be paid in cash and stocks. As part of the transaction, Xinjiang Xuefeng will acquire 39.5% stake from Xinjiang Xuefeng Investment Holding Co., Ltd., 33.4% stake from Sichuan Golden-Elephant Sincerity Chemical Co.,Ltd., 9.5% stake from Hefei Wufeng Investment Co., Ltd., 5.1% stake from Chengdu Guoheng No. 1 Investment Partnership Enterprise (Limited Partnership), 2.23% stake from Aksu Investment Construction Group Co., Ltd., 2.08% stake from Shaya Ruiyang Investment Limited Partnership Enterprise, 1.69% stake from Meishan Jinye Enterprise Management Planning Center (Limited Partnership), 1.69% stake each from Aksu Xinfa Mining Co., Ltd. and Alaer Tongzhong State-Owned Assets Management Co., Ltd., 0.84% stake from Shaoxing Sanye Foreign Trading Co., Ltd. 0.69% stake from Ding Ling, 0.56% stake each from Xinjiang Shaya Urban Construction Investment Co., Ltd. and Xinjiang Jinding Heavy Industry Co., Ltd., 0.23% stake each from Ren Hu and Zhu Xueqian and 0.15% stake from Zhou Jun. For the year ended December 31, 2021, Xinjiang Yuxiang Huyang reported Total Assets of CNY 3.8 billion, Net Assets of CNY 2.2 billion, revenue of CNY 3.3 billion and net profit of CNY 877.6 million. Xinjiang Xuefeng will raise supporting funds of not more than CNY 900 million by issuing not more than 30% of total share capital to not more than 35 investors, and the shares will be priced at not less than 80% of the average price in the 20 trading days before the pricing reference date. The proceeds will be used for the cash considerations of the acquisition and the transaction's taxes and intermediary fees.

The transaction is approved by the board and committee of Xinjiang Xuefeng Investment Holding Co., Ltd., pending final approval by the State-owned Assets Supervision and Administration Commission of Xinjiang Uygur Autonomous Region of China, approved by the board of directors and Supervisory Board of Xinjiang Xuefeng and subject to 2nd approval of the board of Xinjiang Xuefeng, Xinjiang SASAC's Filing and Approval of the Target Assets' Assessment Reports, Shareholders Approval of Xinjiang Xuefeng, CSRC's Approval, Other Necessary Approvals. As of October 27, 2022, the transaction is approved by China Securities Regulatory Commission. As of November 2, 2022, the transaction is approved by Xinjiang Xuefeng Sci-Tech (Group) Co., Ltd. 2nd special shareholders' meeting and the State Administration for Market Regulation. As on November 21, 2022, The board of Xinjiang Xuefeng Investment Holding Co., Ltd. has approved the deal. The transaction has approved by Xinjiang Uygur Autonomous State-owned Assets Supervision and Administration Commission. The State Administration for Market Regulation has approved the review of the concentration of undertakings. As on November 22, 2022, The transaction is approved by China Securities Regulatory Commission and terms are Xinjiang Xuefeng Sci-Tech's non-public offering of shares to raise supporting funds does not exceed CNY 800 million and approval is valid within 12 months from the date of issuance.

Guotai Junan Securities Co., Ltd. acted as financial advisor of Xinjiang Xuefeng Sci-Tech(Group)Co. Xu Xin of Beijing Merits & Tree Law Offices (Shanghai) acted as legal advisor and Liu Guohui of Moore Stephens Da Hua acted as accountant of Xinjiang Xuefeng Sci-Tech(Group)Co.

Xinjiang Xuefeng Sci-Tech (Group) Co.,Ltd (SHSE:603227) completed the acquisition of Xinjiang Yuxiang Huyang Chemical Co., Ltd. from group of shareholders on December 27, 2022.