On November 25, 2013, Shanxi Securities Company Limited ( “Shanxi Securities”) released the announcement on the Implementation of Purchase of Assets payable in Cash and Newly Issued Shares，the Merge and the Listing of Newly Issued Shares. Shanxi Securities announced that it had finished the registration of 118,925,153 shares, newly issued by Shanxi Securities as part of consideration of its acquisition of the entire equity interest in Green Futures Company Limited (“Green Futures”) as well as Green Futures’s merge by absorption of Dahua Futures Company Limited (“Dahua Futures”) (this “Transaction”) on November 13, 2013. The aforementioned 118,925,153 newly issued shares have been listed on the Shenzhen Stock Exchange on November 26, 2013.

On October 18, 2012, Shanxi Securities and Dahua Futures entered into an asset purchase and merge agreement with Henan Anrong Real Estate Development Company Limited, Zhengzhou City Heat Company, Shanghai Jiesheng Environmental Protection Technology Company Limited and Ximeng Finance&Investment Holdings Limited. On the same day, this Transaction was approved by the meeting of the board of directors of Shanxi Securities.

On December 7, 2012, the extra shareholders’ meeting of Shanxi Securities approved this Transaction.

On May 31, 2013, China Securities Regulatory Commission’s (“CSRC”) Review Committee for Merger, Acquisition and Restructuring of Listed Companies held a committee working meeting to examine and conditionally approved this Transaction.

On June 13, 2013, Hong Kong Securities and Futures Commission (“SFC”) approved Shanxi Securities to become the substantial shareholder of Green Futures (Hong Kong) Limited (“Green Futures HK”), a wholly-owned subsidiary of Green Futures established in Hong Kong.

On July 23, 2013, CSRC approved this Transaction.

Under this Transaction, Shanxi Securities will acquire the entire equity interest in Green Futures at a price of RMB1,137,401,700 payable in cash and newly issued shares. And because Green Futures holds the entire equity interest in Green Futures HK, a licensed corporation under the Securities and Futures Ordinance of Hong Kong, Shanxi Securities becoming the substantial shareholder of Green Futures HK is subject to SFC’s prior approval. Meanwhile, subject to the requirement by the Provisions of the China Securities Regulatory Commission on Issues Relating to the Regulation of Controlling Interests and Equity Interests in Futures Companies（《关于规范控股、参股期货公司有关问题的规定》）in connection with the prohibition for a single entity holding controlling interests in more than one futures company, Green Futures will merge by absorption of Dahua Futures at the same time when Shanxi Securities acquires the entire equity interest in Green Futures, and Dahua Futures will  be dissolved and canceled its registration. In addition, this Transaction also involve securities issuance of state-controlling listed company and potential state-owned shareholder’s purchase of the securities of listed companies with their asset, which make it necessary for this Transaction to obtain prior approvals of the Finance Department of Shanxi Provincial People's Government (“Finance Department of Shanxi”) and the State-owned Assets Supervision and Administration Commission of Henan Provincial People's Government.

The legal service Kejie provided for this Transaction includes, among others, (i) advising on the structure of this Transaction; (ii) conducting legal due diligence investigations on Shanxi Securities, Green Futures and Dahua Futures; (iii) coordinating Hong Kong lawyers to conduct legal due diligence investigations on Green Futures HK and issue related legal opinions; (iv) drafting transaction documents; (v) issuing legal opinions submitted to CSRC and Finance Department of Shanxi with respect to this Transaction; (vi)drafting application forms and supplements and reports submitted to SFC; (vii)participating in transaction negotiations; (viii)advising on the implementing of this Transaction.

Kejie team was led by partner He Jie and included Li Xin, Liu Bo and He Muchen.