Jingdong Transfers The Way Cattle 21.1% Shares, The Transaction Price Is About 458 Million Yuan.

Recently, according to the data, Jingdong (JD.US) subsidiary company (JD Investment HK and JD Investment BVI) and Kaiser Sega tourism culture development group Limited by Share Ltd (Kaiser group) have reached the share purchase agreement (SPA).

Kaiser group agreed to acquire 12436780 shares of class A shares of JD Investment HK holding TOUR.US and JD Investment BIV subsidiary Fabulous Jade holding all the shares of road cattle (65625000 shares A-shares), with a total price of 457607628 yuan.

However, the way cattle said in the announcement that the transfer of the shares mentioned above (the "SPA end") must satisfy certain conditions. If SPA fails to get the necessary shareholder approval of the listed company under the same control as the purchaser at the shareholders' meeting in September 30, 2020, the SPA will be invalid and shall not be binding on either party.

According to the introduction, after the completion of the agreement, JD Investment HK and Fabulous Jade will no longer benefit from any common stock owned by the way cattle. It is understood that JD Investment BVI is the sole shareholder of Fabulous Jade.

That is to say, the Jingdong holds a total of about 78 million 61 thousand and 800 shares of class a common stock in the way cattle, which is calculated on the basis of 370102951 common shares issued by the way cattle, and the proportion of shares held is 21.1%.

Prior to the announcement, after the successful completion of the transaction, Kaiser group would hold a total of 78061780 shares of class a common stock with a shareholding ratio of 21.1% (representing 14.8% of the voting rights), and Kaiser group could appoint a director to the board of directors of the way cattle.

As a guarantee for the implementation of the equity transfer agreement, Kaiser group shall pay 22 million 880 thousand and 400 yuan as deposit (margin) to the seller's (Jingdong) designated bank account third days before or after the date of the agreement. If Kaiser group default, Jingdong has the right to deduct or detain the above penalty from the margin, totaling 22 million 880 thousand and 400 yuan.

It is understood that as a joint shareholder of the way cattle and Kaiser travel industry, Jingdong has become an important driving force for the Kaiser group's planned stake in the way cattle. In April 24th, a wholly owned subsidiary of Jingdong invested 450 million yuan to participate in Kaiser's tourism industry, and became a shareholder of Kaiser travel industry holding more than 5% after the completion of the issue. The transfer of shares has also been seen as the introduction of Jingdong by Kaiser department.

In May 22nd, Kaiser travel industry has reached strategic cooperation with road bull, and also pave the way for cooperation on the way cattle shares. The way cattle are good at the online and domestic markets. Kaiser's advantages are offline and overseas. The two sides said they will cooperate fully in the integration of tourism resources and business, innovation business and financial services.