Kingtone Wirelessinfo (KONE) Announces Asset Exchange with C Media Limited

January 30, 2018 5:03 PM EST

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Kingtone Wirelessinfo Solution Holding Ltd. (NASDAQ: KONE), a China-based developer and provider of mobile enterprise solutions, today announced the Company and C Media Limited ("C Media"), a corporation organized under the laws of the Cayman Islands and one of the leading mobile service and technology providers of long distance travel including the railway Wi-Fi market in China, have entered into an Asset Exchange Agreement (the "Agreement") to acquire all of the assets of C Media in exchange for essentially all the assets of the Company ("the Asset Exchange"). The assets to be exchanged by the Company consists of the equity interests of the Company in its principal operating subsidiary. The assets of C Media consisting primarily of the equity interests of C Media's operating subsidiaries in China. The Asset Exchange was based on the valuation reports of both C Media and the Company made by an independent third-party appraisal firm. The Company also agreed to pay the difference of the fair market values between C Media and the Company by issuance of 185,412,599 ordinary shares and 1,000,000 preferred shares of the Company to C Media. The preferred shares to be issued by the Company are expected to have an initial per share voting weight of 399 votes to the major shareholders of C Media. The details of the Asset Exchange can be found in the Company's Form 6-K and its exhibits filed with SEC on the same date.

The Asset Exchange is subject to the satisfaction or waiver (if applicable) of closing conditions, including shareholders' approvals and Nasdaq approval.



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