https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1027/2024102700016_c.pdf

Jiayuan ser (01153.HK) announced on October 27 that it has completed a share purchase agreement.

The announcement shows that on September 5, 2024, the liquidator and the buyer (VCL) entered into a purchase agreement, whereby the liquidator has agreed to sell, and the buyer has agreed to acquire the shares for 0.45 billion shares, accounting for approximately 73.56% of the total issued share capital of Jiayuan ser as of the announcement date, at a total consideration of 99 million Hong Kong dollars, equivalent to 0.22 Hong Kong dollars per share of the shares sold.

According to the offset agreement, the buyer offsets and pays a total amount of 99 million Hong Kong dollars by applying and offsetting part of the outstanding debt, based on an equivalent basis, on the completion date (September 5, 2024).

In addition, in accordance with Rule 26.1 of the Takeover Code, the joint offeror must therefore make a mandatory unconditional cash offer for all issued shares (excluding shares already held or agreed to be acquired by the joint offeror and any of their concerted parties). The offer price of 0.22 Hong Kong dollars per share of the offer shares is the same as the price paid by the buyer for each share of the shares sold under the purchase agreement. Based on approximately 0.6117 billion already issued shares as at the date of the joint announcement (excluding the 0.45 billion shares held by the buyer immediately after completion), the offer will involve approximately 0.1617 billion shares, with a total offer price of approximately 35.576 million Hong Kong dollars at the offer price of 0.22 Hong Kong dollars per offer share (a discount of approximately 20.0% to the closing price per share of 0.275 Hong Kong dollars on the last trading day).

The buyer in this transaction is VCL, with the liquidator Ma Demin and Li Yinglin as the sellers.

Information shows that VCL is a limited company registered in Hong Kong, holding licenses under the Securities and Futures Ordinance categories 1, 2, 4, 5, and 9. The directors of VCL are Zhang Ting, Li Qing, Huang Guangdong, and Zhou Teng.

VCL is an indirect wholly-owned subsidiary of VCGL, which is a limited liability company incorporated in the Cayman Islands and a leading technology and financial comprehensive enterprise, providing efficient, accurate, comprehensive, and high-quality services to millions of retail individuals, institutions, and corporate clients worldwide. The group currently has subsidiaries in mainland China, Hong Kong, Singapore, the USA, and Saudi Arabia, with service coverage in major global financial markets. The directors of VCGL are Liu Yunli, Zhang Ting, Xu Ge, Deng Qingxu, Wu Weifa, Li Jingji, and Li Qing.

VCGL's shareholders include: Liu Yunli (8.83%), Xu Ge (19.34%), Wu Weifa (7.25%), Sina Corporation (17.46%), Weibo (21.37%), and 14 other shareholders (25.75%, including Top Prima Group Limited, Ever Torch Limited, Cloud Phoenix Limited, Wisdom River Holding Limited, Absolute Proficient Limited, Yan Wang, Li Kwok Fu, Glory Hunter Limited, Gu Gang, Fenghe Harvest Ltd, JAS Investment Group Limited, Rainbow Asia International Limited, AMG Music Holdings Corporation, and SEENER Technology Limited).

Jiayuan Services, listed in Hong Kong on December 9, 2020, has been suspended from trading on the Stock Exchange of Hong Kong from 9:00 am on April 3, 2023. As of the announcement date, the company has not fully satisfied the resumption guidance, is preparing incomplete financial performance, including the performance for 2022, 2023, the first half of 2023, and the first half of 2024. The company will continue to suspend trading of its shares until the resumption guidance is fully satisfied.