Yeahka Limited — Capital/Financing Update 2021

Jun 28, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

YEAHKA LIMITED 移卡有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9923)

INSIDE INFORMATION UPDATE IN RELATION TO THE DISPOSAL

This announcement is made by the Company pursuant to Rule 13.09(2) of the Listing Rules and the provisions of inside information under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

SALE AND PURCHASE AGREEMENT IN RELATION TO THE DISPOSAL

Reference is made to the announcement of the Company dated May 10, 2021 in respect of the memorandum of understanding in relation to the potential disposal of the Target Company.

The Board hereby announces that on June 28, 2021, the Target Company and the Vendor, both indirect wholly-owned subsidiaries of the Company, have entered into the Agreement with the Purchaser, an associated company of the Company, in relation to the Disposal at an aggregate consideration of RMB201,922,800.

Consideration

The Consideration of RMB201,922,800 was determined with reference to the post-money valuation of the Purchaser Group of RMB1,136,948,600 and the valuation of the Target Group of RMB336,538,000. The Consideration shall be satisfied in the following manner:

• (a) a sum of RMB100,000,000 shall be paid by the Purchaser to the Vendor in cash; and

• (b) the issue of Consideration Shares to the Vendor which comprise of registered share capital of RMB2,292,986 in the Purchaser, and will represent approximately 8.96% equity interests in the Purchaser (as enlarged by the issue of the Consideration Shares to the Vendor).

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Equity interests in the Purchaser

As at the date of this announcement, whilst no shareholder controls one-third or more of the equity interests in the Purchaser, the Company, through its indirect subsidiary, Qianhai Saosao, holds approximately 24.58% equity interests in the Purchaser and is the single largest shareholder of the Purchaser as at the date of this announcement. To the best of the Directors’ knowledge, other shareholders of the Purchaser and their respective ultimate beneficial owners are third parties independent of the Company and connected persons of the Company.

Immediately upon completion of the Disposal, the Company, through its indirect subsidiaries, Qianhai Saosao and the Vendor, shall hold in aggregate approximately 31.34% equity interests in the Purchaser (as enlarged by the issue of the Consideration Shares to the Vendor) and no other shareholder shall control one-third or more of the equity interests in the Purchaser. The Purchaser shall continue to be an associated company of the Company.

Completion

Completion of the Disposal is subject to fulfillment of customary conditions precedent. Upon completion of the Disposal, the Target Company will cease to be a subsidiary of the Company.

BENEFITS OF AND REASONS FOR THE DISPOSAL

This transaction enables Yeahka to focus on more asset-light, industry agnostic SaaS solution for small and micro-sized merchants, such as “Yuehuiquan” (約惠圈), a solution to operate the private domain traffic of merchants built upon blockchain’s underlying technology to digitalize daily operations, and “Juhuisaosao” (聚惠掃掃), a payment aggregation and store management SaaS module with proprietary voice reminding function to significantly reduce merchants’ order delays and omissions during rush hours.

The Company is expected to record gains (before tax) from asset disposals of over RMB200 million. The Target Company has historically been loss-making due to investments in digital hardware and its extensive sales and marketing initiatives. The Company is not expected to consolidate, as a subsidiary, the Target Company and its continuing losses after the Disposal. After accounting for historical accumulated losses of the Target Company, the Company is still expected to realize one-off gains of more than RMB100 million. Such financial impact is preliminary and subject to potential adjustments after the audit or review to be conducted by the Company’s reporting accountants.

LISTING RULES IMPLICATIONS

As each of the applicable percentage ratios calculated pursuant to Rule 14.07 of the Listing Rules is less than 5%, neither the Disposal nor the issue of the Consideration Shares to the Vendor constitutes a notifiable transaction of the Company under Chapter 14 of the Listing Rules.

Shareholders and potential investors should note that completion of the Disposal is subject to the fulfillment of the conditions precedent. The Disposal may or may not proceed. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, the following expressions shall, unless the context requires otherwise, have the following meanings:

“Agreement”	the sale and purchase agreement dated June 28, 2021 entered
	into between the Target Company, the Vendor and the
	Purchaser in relation to the Disposal
“Board”	the board of directors of the Company
“Company” or “Yeahka”	YEAHKA LIMITED, a company incorporated in the Cayman
	Islands with limited liability, the Shares of which are listed
	on the Main Board of the Stock Exchange
“Consideration”	the aggregate consideration payable by the Purchaser to the
	Vendor in respect of the Disposal
“Consideration Shares”	the equity interests in the Purchaser, which represent
	registered share capital of RMB2,292,986 in the Purchaser
“Disposal”	the disposal of 60% equity interests in the Target Company
	by the Vendor to the Purchaser
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“RMB”	Renminbi, the lawful currency of the PRC
“PRC”	the People’s Republic of China and, for the purpose of this
	announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan
“Purchaser”	Fushi Technology (Shenzhen) Co., Ltd* (深圳市富匙科技有
	限公司), a company incorporated under the laws of the PRC,
	and an associated company of the Company as of the date of
	this announcement
“Purchaser Group”	the Purchaser and its subsidiaries

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“Qianhai Saosao” Shenzhen Qianhai Saosao Technology Co., Ltd.* (深圳市前 海掃掃科技有限公司), a company incorporated under the laws of the PRC, and an indirect wholly-owned subsidiary of the Company as of the date of this announcement

“Share(s)” the ordinary share(s) in the capital of the Company with nominal value of US$0.000025 each

• “Shareholder(s)” holder(s) of Share(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company”

  • Shenzhen Zhizhanggui Cloud Service Co., Ltd.* (深圳市智 掌櫃雲服務有限公司), a company incorporated under the laws of the PRC, and an indirect wholly-owned subsidiary of the Company as of the date of this announcement

• “Target Group”

the Target Company and its subsidiaries

• “Vendor”

  • Shenzhen Leshou Cloud Technology Co., Ltd.*(深圳市樂售 雲科技有限公司), a company incorporated under the laws of the PRC, and an indirect wholly-owned subsidiary of the Company as of the date of this announcement

• “%”

per cent

By order of the Board YEAHKA LIMITED Liu Yingqi Executive Director

Hong Kong, June 28, 2021

As at the date of this announcement, the Board comprises Mr. Liu Yingqi, Mr. Yao Zhijian and Mr. Luo Xiaohui as executive Directors, Mr. Mathias Nicolaus Schilling and Mr. Akio Tanaka as non-executive Directors and Mr. Tam Bing Chung Benson, Mr. Yao Wei and Mr. Yang Tao as independent non-executive Directors.

• For identification purposes only

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