2023年12月8日，VISION DEAL公告与趣丸集团订立合并协议，与PIPE投资者订立PIPE投资协议。根据最新上市文件，20名PIPE投资者包括浙商国际、东方资产管理、粤财控股香港国际、China Arbitrage Fund、台州通盛时富、37 Starseek、蓝色光标国际、SensePower Management、Modern Leaves、GalaxyLink、Admeliora Limited、国文文化投资及PIPE个人投资者。PIPE个人投资者，包括苏渝女士、肖玉成先生(深圳优维尔科技有限公司的创始人及董事长)、叶莲女士(美国弗吉尼亚州的一名注册会计师，并取得中国基金管 理从业资格)、泰晓阳先生(拥有40多年中国古代山水画经验的知名艺术家)、施永雷先生(伊份股份(603777.SH)的创始人及董事长)、崔锦锋先生(武汉山水私募基金有限公司执行董事)、周桐先生(无锡市天联化工有限公司副总经理)、William Richard Vanbergen先生(一家优质国际教育集团的创办人及执行董事)。
On June 27, 2024, Quwan Holding Limited (referred to as "Quwan Group" below) officially submitted an application for listing to the Hong Kong Stock Exchange with regard to the acquisition and merger transaction (De-SPAC) of Vision Deal HK Acquisition Corp (SPAC company, 07817.HK, referred to as "Vision Deal"). This is a re-application after its application failed to be filed on December 15, 2023.
https://www1.hkexnews.hk/app/sehk/2024/106576/documents/sehk24062702218_c.pdf
As a mature interest-driven mobile social platform in China, Qumaru Group is committed to attracting, linking and engaging Z generation users. The company operates the TT voice platform, further enhancing the establishment of social relationships between its users through voice-based and other real-time interactive and entertainment content. According to Frost & Sullivan data, based on the revenue in 2023, the target group is the largest mobile voice social network in China and the largest social network platform for mobile game users in China.
On December 8, 2023, VISION DEAL announced a merger agreement with Qumaru Group and a PIPE investment agreement with PIPE investors. According to the latest listing documents, the 20 PIPE investors include Zheshang International, Orient Asset Management, Yuecai Holdings Hong Kong International, China Arbitrage Fund, Taizhou Tongsheng Shifu, 37 Starseek, Bluefocus Intelligent Communications Group, SensePower Management, Modern Leaves, GalaxyLink, Admeliora Limited, Guowen Cultural Investment and PIPE individual investors. PIPE individual investors include Ms. Su Yu, Mr. Xiao Yucheng (founder and chairman of Shenzhen Youweier Technology Co., Ltd.), Ms. Ye Lian (a registered accountant in Virginia, USA, and obtained the qualification of China Fund Management), Mr. Tai Xiaoyang (a well-known artist with more than 40 years of experience in Chinese classical landscape painting), Mr. Shi Yonglei (founder and chairman of Ifen Co., Ltd. (603777.SH)), Mr. Cui Jinfeng (executive director of Wuhan Shanshui Private Equity Fund Co., Ltd.), Mr. Zhou Tong (deputy general manager of Wuxi Tianlian Chemical Co., Ltd.), and Mr. William Richard Vanbergen (founder and executive director of a high-quality international education group).
According to the PIPE investment agreement, the total purchase price of PIPE investors is about HKD 576 million (adjustable up to a maximum of HKD 610 million), and the price per PIPE investment share is HKD 10. The total amount of funds raised is HKD 576 million to HKD 610 million, depending on the adjustment made when the final target agreed valuation is determined before delivery.
The target selling shareholders agreed to sell and Vision Deal agreed to acquire approximately 4.32% equity interest in the target company for a total consideration of HKD 298 million, which will be paid mainly by the funds raised from PIPE investment and the proceeds from the first public sale of special purpose acquisition company. The total equity value of the share transfer is approximately HKD 6.892 billion (not the value of the inherited company's equity after the completion of DE-SACP). The target selling shareholders include Matrix Partners, Skycus China Fund, Dream League, and Image Frame controlled by Tencent (00700.HK).
Before the share transfer is completed, Qumaru Group will implement share conversion. Based on this, the target sale shares, which were originally Qumaru Group's preferred shares, will be converted into common shares of Qumaru Group.
The total equity value of the target merger is approximately HKD 8.215 billion, and after the effective date (listing date):
Assuming that all Class A shareholders of SPAC Company redeem their shares, the target company's shareholders will hold 89.89%, PIPE investors will hold 7.24%, initiators (excluding VKC Management) will hold 1.57%, and Mr. Wei Zhe (the nominee non-executive director of the inherited company) through his wholly-owned subsidiary VKC Management will hold 1.29%.
Assuming that all Class A shareholders of SPAC Company do not redeem their shares, the target company's shareholders will hold 80.38%, PIPE investors will hold 6.46%, Class A shareholders of SPAC Company will hold 10.60%, initiators (excluding VKC Management) will hold 1.41%, and VKC Management will hold 1.15%.
The company structure of the inherited group is as follows (assuming that all Class A shareholders of SPAC Company redeem their shares):
