[For Immediate Release] June 6, 2017
DX.com Holdings Limited
(Stock Code: 8086)
DX.Com To Acquire Sense Media's Intellectual Property Rights Business
Establish a Global IP Integration and Commercialization Platform to
Capture Opportunities in Pan-Entertainment and Consumer Industries
(6 June, 2017－Hong Kong) DX.com Holdings Limited ("DX.com" or "the Company"; SEHK stock code: 8086, with its subsidiaries "the Group") is pleased to announce that the Group and Sense Media Group Holdings Limited ("Sense Media Group") has entered into a Sale and Purchase Agreement on 5 June 2017 to acquire the entire issued share capital of Sense Media Group Limited ("Target Company", with its subsidiaries "Target Group", a wholly-owned subsidiary of Sense Media Group) with a total consideration of HK$80,000,000. The acquisition signifies the Group's first step to venture the intellectual property ("IP") business as well as the internet and pan-entertainment business by building a global IP integration and commercialization platform.
The total aggregate consideration of the acquisition amounted to HK$80,000,000. In particular, HK$10,000,000 will be settled in cash and the rest of HK$70,000,000 will be settled by the issuance of Convertible Bonds in registered form entitling the holder(s). Based on the conversion price of HK$0.138 (subject to adjustment) per conversion share, a maximum number of 507,246,376 shares of Conversion Shares will be allotted and issued, representing approximately 18.27% of the issued share capital and approximately 15.45% of the issued share capital of the Company as to be enlarged by the allotment and issue of the Conversion Shares.
The Vendor irrevocably and unconditionally warrants and guarantees to the Purchaser that:
- The First Year Actual Profit of the Group for the First Guarantee Period shall be not less than HK$8,000,000, and;
- The Second Year Actual Profit of the Group for the Second Guarantee shall be not less than HK$10,000,000.
If the profit guarantee is not achieved, the Vendor shall compensate the Group for the deficiency in cash.
Target Group is currently under restructuring. Upon the completion of the restructuring, Shanghai Gaohan Xinhao Culture Media Company Limited ("Gaohan Xinhao") will become the only operating company of the Target Group and a wholly-owned foreign enterprise. Gaohan Xinhao is principally engaged in agency business for licensing IP rights. Through sub-licensing the IP rights to customers, incomes are generated through fixed and fee-sharing-basis as well as from advertising and product sales.
By directly negotiating with the artists for exclusive licensing of their copyrights, Gaohan Xinhao has been able to secure unique artworks in China or around the world that may have commercial values. Leverage on collaborative product and service development, marketing and branding management, Gaohan Xinhan provides a channel for artists to commercialize and monetize their IP. Currently Gaohan Xinhao acquired the licensed IP rights of Le Petite Chef for a period of five years in the Greater China region. Since its first launch in China, Le Petite Chef has drawn considerable attention from the high-end F&B industry, restaurateurs and consumers in major cities. Gaohan Xinhao's own creative project, Little Ice Cream Parlor has also generated overwhelming feedbacks from consumers in Shanghai.
Mr. Ai Kuiyu, Executive Director of DX.com Holdings Limited commented, "The acquisition represents the first step of the Group's business transformation. It is also a foundation for the Group to build an IP integration and commercialization platform. From basic living products to cultural products and services, Chinese is experiencing huge consumption upgrade, which is driving the demand for high-quality IP products. To capture such opportunity, we are actively looking for collaboration with artists around the globe to build an integration and commercialization platform. With the support of our strong network and rich resources available both online and offline in the China market, such platform will assist IP owners to maximize the value of their ideas and pursue greater development."
Mr. Ai continued, "Le Petite Chef has established outstanding reputation in the China. With such a good start, the Group is planning to promote this unique idea to more cities in the Greater China Region. In addition, we will continue to bringing one-of-a-kind experiences to consumers by attracting more talents around the world to create and develop new products for this series. Looking into the future, by enriching our IP portfolio and further consolidate our global IP integration and commercialization platform, we are ready to capture the opportunities from the internet and pan-entertainment industries."
－ Eng －
About DX.com Holdings Limited
DX.com Holdings Limited (Stock Code: 8086) endeavors to establish a global IP integration and commercialization platform. The Group is pursuing sustainable development by progressively diversifying its business model from the existing e-commerce business. Currently, the Group is mainly engaged in IP integration and commercialization, e-commerce platform operation, distribution of pharmaceutical and health related products, money-lending business and property management and property agency services. Leverage on its rich resources and networks in China and Hong Kong, the Group is gearing up for greater development by business diversification.
06/06/2017 Dissemination of a Financial Press Release, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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