On 3 April 2015, the application filed by BesTV New Media Co., Ltd (“BesTV”) for material assets reorganization, namely, BesTV’s consolidation and merger of Shanghai Oriental Pearl (Group) Co., Ltd. (“Oriental Pearl”) via share swap, its issue of shares and purchase of assets by cash and raise of supporting funds, was passed and approved at the 25th meeting of the Examination and Approval Committee for M&A and Reorganization of Listed Companies of China Securities Regulatory Commission.

The reorganization with an aggregate amount of RMB 49.242 billion involved consists of consolidation and merger via share swap, issue of shares and purchase of assets by cash, and raise of supporting funds.

The reorganization shows a significant approach for Shanghai Media & Entertainment Group (“SMG”) in its reform and adaption to development of industry convergence.  The listed company upon the reorganization will become an industry and asset platform of SMG, which will be used to enhance the resource integrating capacity, to promote the integration development of traditional media with emerging media and to put forward further integration and expansion of the industry chain in culture media so as to accomplish rapid development and establish an internet media group with highest market value and most influential effect, upon which the image and competitiveness of Shanghai culture media industry in domestic and overseas market will be significantly improved.

Grandall Shanghai Office has acted as the special legal counsel for Oriental Pearl in the reorganization and the legal counsel for the monopoly review into the concentration of undertakings related thereto.  Mr. LIU Wei, Ms. WU Xiaoliang, Mr. YUE Yongping, Ms. CHENG Jingjiao, Mr. LI Guanwen, Ms. HUANG Wenting and Ms. YANG Jing have provided overall and professional legal services in the case.