Newborntown Technology (09911) has announced that on June 27, 2024, the Company (as the buyer) entered into a share purchase agreement with BGFG, JJQJ and JZZT (acting as the sellers together) and the target company NBT Social Networking, under which the target company has conditionally agreed to allot and issue 10 million shares to JJQJ at face value, and the sellers have conditionally agreed to sell, and the Company has conditionally agreed to purchase, a total of 77,832,700 shares of the target company's saleable shares. The total consideration is approximately HKD 1,983 million. The consideration consists of two parts, namely a cash consideration of HKD 994 million and the issue of 219,700,000 share consideration shares of the Company at the issue price of HKD 4.50 per share (with a total value of approximately HKD 988.9 million) to the sellers. As of the date of this announcement, the target company is a non-wholly-owned subsidiary of the Company, and the Company holds 122 million shares of the target company, representing approximately 64.30% of the total issued shares. Upon completion of the transaction, the target company will become a wholly-owned subsidiary of the Company and the financial performance of the target company will be fully consolidated into the Group's consolidated financial statements.
Newborntown Technology (09911) announced that, as of June 27, 2024, the Company (as the buyer) entered into a share purchase agreement with BGFG, JJQJ, and JZZT (acting together as sellers) and the target company NBT Social Networking. The target company has conditionally agreed to issue and allocate 10 million shares to JJQJ at face value, and once the issuance and allocation of the target company is completed, the sellers have conditionally agreed to sell 77,832,700 saleable shares of the target company, and the Company has conditionally agreed to acquire them for a total consideration of approximately HKD 1.983 billion. The consideration consists of two parts - a cash consideration of HKD 994 million and the issue of 219.7 million shares of the Company at HKD 4.50 per share (total value of approximately HKD 988.9 million). As of the date of the announcement, the target company is a non-wholly-owned subsidiary of the Company, and the Company holds 122 million shares of the target company, accounting for approximately 64.30% of the total issued shares. After the transaction is completed, the target company will become a wholly-owned subsidiary of the Company with its financial performance fully merged into the Group's consolidated financial statements.
The target company, Peking Mico Network Technology Co. Ltd. (NBT Social Networking), is a restructured overseas entity that specializes in providing online social entertainment services to meet the diverse social needs of users worldwide. It has launched many social and entertainment products, such as MICO and YoHo, serving nearly 100 million users in over 150 countries and regions. The target company's multiple applications are popular in the Middle East, North Africa, Southeast Asia, and actively expanding into European, American, Japanese, and Korean markets.
The board of directors believes that the target company has maintained stable growth and has good development potential. Based on various factors such as the current market environment and business prospects, the board of directors believes that the current valuation and quotation of the target company are reasonable. Accordingly, the Group intends to further increase its shareholding in the target company to achieve full control. This move will help the Group achieve efficient integration of resources, deepen strategic synergies, and further increase the economic benefits obtained from the target company, thereby enhancing the interests of all shareholders of the Company.