Jing-Jin Financial International (01468) intends to acquire 4.32 million Swiss francs worth of shares in Youngtimers AG.

Jing Fund Financial International (01468) announced on September 24, 2024, that the company (as the buyer) entered into an agreement with the seller IndexAtlas AG. The company conditionally agrees to purchase and the seller conditionally agrees to sell the available shares (600 million shares with a par value of 0.42 Swiss Francs per share in the capital of the Target Company Youngtimers AG, fully paid-up shares without name) for a price of 4.32 million Swiss Francs (equivalent to approximately 39.67 million Hong Kong dollars), to be paid by issuing and distributing 93.7869 million shares of consideration shares at a price of 0.423 Hong Kong dollars per share. Assuming that the company's issued share capital remains unchanged from the date of this announcement to the completion period, the consideration shares of 93.7869 million newly issued shares will account for approximately 8.54% of the company's issued share capital as of the date of this announcement, and approximately 7.86% of the company's issued share capital after the distribution and issuance of the consideration shares. Assuming that the private placement is completed as scheduled, and that there are no changes to the issued share capital of the Target Company during the period from the date of this announcement to completion, the available shares will account for approximately 9.68% of the target company's issued share capital as of the date of this announcement; and approximately 8.33% of the target company's issued share capital after the distribution and issuance of the private placement shares. The company expects to achieve capital appreciation of the available shares through the proposed acquisition and to create business synergies by leveraging the resources and network of the Target Company. In light of this, the directors have conducted a comprehensive evaluation of the following factors before entering into the agreement. The Target Company specializes in providing financial and investment services, including private equity investments and listings of small and medium-sized companies. The directors have carefully studied the business plan published by the Target Company, outlining the expansion of its asset management business. According to an announcement published by the Target Company on July 15, 2024 (the announcement), the board of directors of the Target Company has approved the acquisition of all shares of C Capital Acquisition Corp (C Capital), which is domiciled in Luxembourg (the transaction). The transaction is subject to approval by the Target Company's shareholders at a special general meeting in September 2024. The announcement also disclosed that C Capital was co-founded by a well-known entrepreneur in Hong Kong and invests in fast-growing Asian companies with global potential, such as Shein, NIO, XPeng, Lalamove, Sensetime, Agile Robots, and Casetify. In this collaboration, the Target Company aims to focus on investing in private equity and small-cap stocks, particularly in the East Asian market, and selectively invest in the European market. Based on the disclosed information and the intention to cooperate with C Capital, the directors expect the Target Company to have good business growth potential and to bring substantial returns to the Company through the available shares. In addition to the above business plan, the Company is actively exploring potential cooperation opportunities with the Target Company. The main goal is to establish a strategic partnership to expand asset management services globally. This collaboration will focus on market expansion, business development, product innovation, technology integration, risk management, training, and thought leadership. Moreover, the Company intends to leverage this strategic partnership to support and explore opportunities to expand the Group's business, including developing and/or investing in green energy businesses and/or ESG-related business areas. The primary goal is to capture business synergies, enhance operational efficiency, explore future project opportunities, maximize shareholder returns, and support sustainable development for both parties. The directors have thoroughly reviewed the stock performance of the Target Company and observed that the consideration (i.e., 0.72 Swiss Francs per share of the Target Company) represents a discount of approximately 5.64% compared to the average closing price of the Target Company's shares on the Swiss Stock Exchange over the past three months from the date of this announcement (June 23, 2024, to September 24, 2024), which was approximately 0.763 Swiss Francs per share. Based on this comprehensive review, the directors believe that the consideration is set at a fair and reasonable basis. The Target Company is a reputable publicly listed company in Switzerland. The directors believe that the proposed acquisition provides the Company with an opportunity to expand its shareholder and capital base, thereby promoting the future growth and development of the Group's business.