China Smartpay Group Holdings Limited (SEHK:8325) entered into a non-legally binding memorandum of understanding to acquire unknown stake in Fujian Medical Union Health Care Information Technology Co., Ltd on July 16, 2021. The terms of the possible Investment shall be agreed in the formal agreement. China Smartpay Group Holdings Limited entered into a share purchase agreement to acquire 35% stake in Fujian Medical Union Health Care Information Technology Co., Ltd from Xi'an Jurui Real Estate Co., Ltd and Lu Linming for approximately CNY 150 million on August 15, 2021. China Smartpay Group Holdings Limited agreed to acquire 20% interest in Fujian Medical Union Health Care Information Technology Co., Ltd from Xi'an Jurui Real Estate Co., Ltd for CNY 75.12 million on December 31, 2021. 193,709,982 and 258,279,975 Consideration Shares shall be allotted and issued to the First Vendor and the Second Vendor, respectively, within one month upon Completion and 64,569,994 and 86,093,325 Consideration Shares shall be allotted and issued to the First Vendor and the Second Vendor, in each of the three tranches within one month upon the issue of the audited consolidated financial statements for each of the Profit Guaranteed Period and shall be subject to the adjustment. Post completion Lu Linming will hold 18.65% stake and Xi'an Jurui Real Estate Co., Ltd will hold 10.77% stake in Fujian Medical Union Health Care Information Technology Co., Ltd. As of December 31, 2021, China Smartpay Group Holdings Limited has terminated its right to acquire 15% interest from Lu Linming. China Smartpay Group Holdings will issue 516,559,951 shares to Xi'an Jurui Real Estate Co., Ltd for 20% interest in Fujian. For the period ended December 30, 2020, Fujian Medical Union Health Care Information Technology Co., Ltd. reported revenues of CNY 140 million and net income of CNY 40 million. As of November 19, 2021 China Smartpay Group Holdings Limited (SEHK:8325) shareholders approved the transaction of Fujian Medical Union Health Care Information Technology Co., Ltd.

The transaction is subject to the China Smartpay Group Holdings Limited Shareholders passing the resolutions at the EGM for approving the Sale and Purchase Agreement and the transactions contemplated thereunder, including but not limited to the issue of Consideration Shares under the Specific Mandate as Consideration, the directors and shareholders of the Second Vendor passing the resolutions for approving the Sale and Purchase Agreement, the shareholders of the Target Company passing the resolutions and/or issuing a confirmation for waiving their respective pre-emptive rights,the Company and the Vendors having obtained all other necessary authorizations, approvals and consents from other third parties for or in connection with the Acquisition, the Listing Committee of the Stock Exchange granting the Company the listing of, and permission to deal in, the Consideration Shares and the Stock Exchange granting the waiver or no objection in relation to the transactions contemplated under the Sale and Purchase Agreement,the shareholders of the Target Company issuing an undertaking to undertake that they will enter into a new shareholders, agreement upon Completion, which shall replace all the previous shareholders, agreement(s) entered into prior to Completion, the equity interest of the Target Company held by the Vendors having been true and complete, and there having been no holding of equity interest on trust or any lien or other encumbrances attached to the Sale Interest, and there having been no dispute in any form concerning the ownership of the Sale Interest, no material adverse change, no governmental authority having promulgated, issued, implemented or enforced any validly subsisting law hat may prohibit or otherwise prevent the completion of the transactions contemplated under the Sale and Purchase Agreement, no breach by any party to the Sale and Purchase Agreement. The transaction is expected to be completed on the fifth Business Day after the date of fulfillment of all conditions precedent under the Sale and Purchase Agreement. The parties have agreed to amend the long stop date by further extending it from December 31, 2021 to February 28, 2022.
On 28 February 2022, the Company, the First Vendor and the Second Vendor, and the Guarantor entered into the third supplemental agreement whereby the Company, the First Vendor and the Second Vendor, and the
Guarantor agreed to amend the long stop date by further extending it from 28 February 2022 to 30 April 2022 or such other date may agree in writing pursuant to the 3rd Supplemental Agreement.

China Smartpay Group Holdings Limited (SEHK:8325) entered into a termination agreement for 20% stake in Fujian Medical Union Health Care Information Technology Co., Ltd on 30 April 2022