Based on the recommendations of the Independent Commission, with the assistance of independent financial advisers and legal advisers

Under the agreement, when the acquisition is complete, the company's shareholders will receive a 21.00 dollar purchase price per share of the common stock of USD 5.25 or per share of US depository shares (ADS). The purchase price was higher than the price of February 7, 2014 (ie, the company announced on February 10, 2014 that it had received the privatisation proposal of Alibaba before the last trading day) of the Nasdaq close of 16.54 dollars per share of ads at a premium of 27%, The premium for the weighted average of 30 and 60 trading days is 38.5% and 39.8% respectively. The deal is now expected to be completed in the third quarter of 2014, with a valuation of about $1.5 billion trillion on the value of the stock, which is based on a full swap and is diluted.

The Board of Directors, on the advice of independent financial advisers and legal advisers, approved the merger agreements and transactions, and recommended that shareholders vote to authorize and approve mergers and acquisitions agreements and transactions.

"We believe this transaction is the best for the good of our shareholders," said Mr Cheng Congwu, chairman and chief executive. We believe that being a member of Alibaba is the best choice for our employees and customers. Alibaba will provide us with a wealth of strategic resources and help to accelerate the penetration of High German position service in China Mobile Internet ecosystem. ”

"We are excited to be able to work with our high team to integrate mobile e-business into the lives of Alibaba consumers," said Mr. Lu, chief executive of Alibaba Group. Through this transaction, we believe that Gould will remain a leader in the increasingly competitive wireless map application and local services market. ”

The completion of the transaction is subject to approval by the shareholders representing Two-thirds or more of the shares in person or by the agent at the special shareholder meeting as a separate category, as well as certain other conventional delivery conditions. Alibaba holds a total of 78,428,700 shares of the German common stock and a series of convertible preferred Shares (the company as of March 31, 2014, the total issue of the external shares of 28.2%). In addition, 26.2% per cent of the company's shareholders, who hold about the total issue of shares, have signed a voting agreement with Alibaba pledging to vote in favour of the transaction. If the deal is completed, it will make it a wholly owned subsidiary of Alibaba and its ads will no longer be traded on the Nasdaq.

The company will submit to the SEC a schedule 13E-3 instruction covering the company's shareholders ' delegated authority. The delegated authority will include a description of the acquisition agreement, other transactions related to the transaction, and important information with the company and other participants in the transaction.

Lazard as financial advisor to the Independent Commission, Kirkland & Ellis as the United States legal advisor to the Independent commission, Travers Thorp Alberga and June, respectively, as the Independent commission Caimas, Is. and China Legal Counsel. Fried, Frank, Harris, Shriver & Jacobson LLP provide US legal counsel services to Lazard. Skadden, Arps, Slate, Meagher & Flom LLP act as company lawyer.

Deutsche Bank in the transaction as Alibaba's financial advisor, Simpson Thacher & Bartlett as the U.S. legal adviser to Alibaba, Fonda, Maples & Calder respectively as Alibaba in China and Caimas, Is. legal advisers.