BEISEN HOLDING (09669) plans to acquire all shares of CoolRender (Beijing) Technology for 180 million yuan.

BEISEN HOLDING (09669) announces that on January 14, 2025 (after trading hours), its domestic holding company ("Beijing Beisen Cloud Computing Co., Ltd.") has entered into a domestic equity transfer agreement with the seller. Accordingly, the domestic holding company has conditionally agreed to purchase all the equity of the target company ("Cool Rendering (Beijing) Technology Co., Ltd.") for a total cash consideration of RMB 180 million, which is subject to adjustment. The sellers include the founders ("Mr. Hua Junwu, Mr. Sun Xiaoyu, Zhwo Technology, Angie Cool Rendering"), Qiming New Start, Cloud Week, Suzhou Kaihui Growth, Yuanshuo, Huagai Capital, TouTouShiDao, and Suzhou Yizhong. After the completion of the acquisition, the group will continue to operate the target company's daily business under the brand "Cool College." Although there have been changes in the ownership of the target company, its management team has pledged to continue supporting the business. The cash consideration will be paid in two installments, using internal resources of the group rather than proceeds from a global offering. According to applicable Chinese laws, regulations, and rules, the main businesses of the target company, including providing online audiovisual program services and internet-based cultural services in China, are completely restricted to foreign ownership ("Prohibited Businesses"). Therefore, the company plans to undertake a series of restructuring steps after the completion of the acquisition, including (1) the domestic holding company transferring all the equity of the target company to a newly registered shareholder nominated by the company for zero consideration; and (2) establishing a new foreign-invested enterprise, which will enter into new contractual arrangements with the target company's new registered shareholder. After the completion of these restructuring steps, the new foreign-invested enterprise should effectively control the target company through the new contractual arrangements. The terms and conditions of the new contractual arrangements will be the same as the existing contractual arrangements within the relevant and applicable scope. On the same day, the company also entered into a BVI share subscription agreement and an offshore share purchase agreement with the swap seller. Under these agreements, the swap seller will first subscribe to 99% of the share capital of the BVI company at a total consideration of approximately RMB 127.6 million (assuming no adjustment to the net cash consideration received under the domestic equity transfer agreement), which is equivalent to 100% of the net cash consideration received by the swap seller under the domestic equity transfer agreement (excluding TouTouShiDao, which will receive only 30% of its net cash consideration). Subsequently, the company will purchase 99% of the share capital of the BVI company from the swap seller through a general mandate by issuing shares at the purchase price. The consideration shares will be subject to a lock-up period of 6 months after the completion of the swap. The company will apply to the Stock Exchange for the listing and trading approval of the consideration shares. After the completion of the swap, the cash consideration under the acquisition will be equivalent to RMB 52.4161 million (assuming no adjustment to the net cash consideration) and the consideration shares.