Securities code: 002153 securities abbreviation: Beijing Shiji Information Technology Co.Ltd(002153) No.: 2021-47 Beijing Shiji Information Technology Co.Ltd(002153)
Announcement on the proposed sale of equity of participating companies
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
In order to fit in with the fourth strategic transformation of Beijing Shiji Information Technology Co.Ltd(002153) (hereinafter referred to as “the company”), Shiji us, Inc. (hereinafter referred to as “Shiji America”), a wholly-owned subsidiary of the company, plans to cooperate with its participating subsidiary kalibrilabs, Kfive II LLC (hereinafter referred to as “kfive”), the existing shareholder of LLC (hereinafter referred to as “kalibri” or “the subject company”), signed the agreement on agreement regardingassignment and assumption of companyinterests (hereinafter referred to as “equity transfer agreement”), It is agreed to sell all 33.2071% equity of kalibri held by Shiji America to kfive company at the transfer price of US $14.5 million. After the completion of the transaction, Shiji America will no longer hold any equity and interest in kalibri, and then the company will no longer hold any equity and interest in kalibri, and kfive, the counterparty, will hold 46.5404% equity of kalibri.
The transaction of selling equity has been deliberated and adopted at the seventh extraordinary meeting of the seventh board of directors held on December 30, 2021. This transaction does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
Name: kfive II LLC
Company address: 251 Little Falls drive Wilmington, de 19808
Main business: engaged in investment business related to the hotel industry. Past investment projects include equity investment in the target company kalibri;
Major shareholder and actual controller: m * * * k***
The counterparty does not have any relationship with the listed company and the top ten shareholders of the listed company in terms of property rights, business, assets, creditor’s rights and debts, personnel, or other relationships that may or have caused the listed company to tilt its interests.
The counterparty of the company this time is an overseas company, which is not a dishonest executee.
3、 Basic information of transaction object
1. Basic information of the target company
Company name: kalibri labs, LLC
Business License Registration No.: 45-4301420
Company type: limited liability company
Contribution: 24842032 USD
Main business: hotel industry revenue performance analysis
Company address: 10221 River Rd, unit #59655, Potomac MD 20859
Date of establishment: January 2010
Company profile: kalibri is a start-up company with no subsidiaries or other branches. The target company has established a unique hotel transaction history database to provide the next generation benchmark service for evaluating and predicting revenue performance, which is transmitted to hotel operators through the subscription mode of the information center or the report of the hotel brand. The target company hopes to provide rich insight from different data sources to enable hotel owners, operators, brands and industry investors to better evaluate, predict and finally improve revenue performance. Main consolidated financial data of the subject company in the latest year and the latest period:
Unit: USD
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total accounts receivable 452546878181
Total assets 10076056172093
Total liabilities 14759412303467
Net assets – 4683363868626
Project January December 2020 (audited) January September 2021 (Unaudited)
Operating income 28284763817356
Net profit – 1977300-677174
Note: the financial data of the company marked with the superscript in 2020 comes from the company’s consolidated audit report in 2020.
2. Other instructions
(1) Description of ownership status: the property right of the subject matter of this transaction is clear, there is no mortgage, pledge or other third-party rights, there are no major disputes, litigation or arbitration matters, and there are no judicial coercive measures such as seizure and freezing.
(2) The subject company of this transaction is an overseas company, which does not belong to the dishonest executee.
(3) The transaction conducted by the wholly-owned subsidiary of the company does not involve the transfer of creditor’s rights and debts, and the transaction will not change the scope of the company’s consolidated statements.
4、 Main contents of transaction agreement
Transferee: kfive II LLC (kfive)
Transferor: Shiji us, Inc
Subject company: kalibri labs LLC (kalibri)
1. Underlying equity
As of the effective date of the agreement, the transferee’s equity in the target company is 13.3333%, and the transferor’s equity in the target company is 33.2071%;
The transferor hopes to transfer the transferor’s company’s rights and interests to the transferee, and the transferee hopes to accept the transferred rights and interests of the subject company’s equity and undertake all relevant obligations.
2. Pricing basis: the purchase price is determined by both parties through fair negotiation.
3. Transfer price: the transferee shall pay to the transferor the purchase price of the company’s interests held by the transferor is US $14.5 million ($14.5 million) (“purchase price”), which will be paid immediately through available funds after certain conditions are met.
4. On the closing date, the transferee hereby accepts the transfer of the company’s rights and interests transferred by the transferor, and hereby undertakes all rights and obligations of the subject company holder since the closing date. After this agreement takes effect, the transferee’s interest in the subject company will increase to 46.5404% on the closing date.
5. If the closing conditions are not met on or before the closing date, or there is any law that makes the completion of the transactions contemplated by this agreement illegal or otherwise prohibited, or any government authority issues a government order to restrict or prohibit the transactions contemplated by this agreement, and such government order will become final and non appealable, either party may terminate this agreement. In case of termination of this agreement, as mentioned above, this agreement will be terminated immediately, and neither party shall bear any responsibility, except that the transferor shall immediately return any part of the paid purchase price and the transferee shall immediately return any transferred company interests.
6. Other agreements: the transferee has the right to appoint a director, and Kevin king, as a member of Shiji, shall resign as a director of the subject company.
5、 Other arrangements for the sale of assets
The equity sale does not involve personnel resettlement, land lease, debt restructuring and other arrangements, and the proceeds will be used to supplement working capital. There are no other arrangements such as the senior personnel change plan of the listed company in this transaction.
6、 Purpose of selling assets, impact on the company and risks
(i) Impact on the company
1. The sale of the equity of the target company is in line with the company’s current development strategy and is conducive to the success of the company’s internationalization and platform transformation. At present, the company is accelerating its transformation to become an application platform operator and service provider, and is in a critical period of platform and international transformation. It needs to concentrate advantageous resources for products and services closely related to Shiji enterprise platform, the core product of the hotel information management system of the company’s new generation cloud platform, For non direct, non closely related or uncontrollable businesses, open APIs and third-party cooperation will be adopted. The next-generation benchmark service business engaged by the target company in evaluating and predicting hotel revenue performance does not involve the company’s Hotel internationalization core products and services, and the sale of all shares of the target company will not have a significant impact on the development of the company’s international business.
2. The target company was acquired by Shiji America from 2017 to 2019. The sale of the equity of the target company will help the company recover a total of US $14.5 million including the initial cumulative investment of US $12 million and supplement the company’s working capital.
3. At present, the company’s net operating income and net assets of the company are not expected to be affected by the sale of the company’s equity in the current year, because the company’s net assets and other data will not account for a significant proportion of the company’s consolidated financial statements, The specific amount of impact on future years will be subject to the specific financial data determined after audit by accountants.
（2） Risk of this transaction
1. The sale of all the equity of kalibri company held by Shiji America is an overseas transaction. The subjects of all parties are overseas companies, which have external environmental risks supervised and reviewed by relevant government departments. The company has clearly agreed on solutions with the counterparty for this risk to minimize the company’s risk.
2. Since all parties to the transaction are overseas companies, the target company and the counterparty follow the overseas trading habits for the transaction structure and transaction mode, and the company needs to perform strict confidentiality obligations, the company needs to make corresponding analysis on the operability of the transaction and the actual performance ability of the other party; However, the transaction between the company and Shiji America is based on the fact that both the company and the counterparty are the existing shareholders of the target company. This transaction is conducted on the premise that the counterparty has a high understanding of the target company. In essence, it is an equity transfer within the existing shareholders of the target company. Therefore, the company believes that the overall transaction risk is controllable.
3. As this transaction is an overseas transaction, due to the fact that the company is unable to obtain the audited financial data of the counterparty before and after the transaction, Shiji America is unable to control or jointly control the target company before and after the transaction, and there are many uncertain factors such as tax payment involved in the overseas transaction, the company will continue to evaluate the specific impact of the transaction on the company, And the company will determine whether to continue to perform the obligation of information disclosure according to the actual situation of the transaction.
7、 Authorization on this transaction
The board of directors of the company authorizes the company, its subsidiaries and their management to sign this agreement, handle the payment related to this agreement, perform the obligations under this agreement, sign the supplementary agreement for matters not covered, and complete other matters not covered.
8、 Documents for future reference
1. Resolutions of the board of directors signed and sealed by the directors attending the meeting; 2. Other documents required by SZSE. It is hereby announced.
Beijing Shiji Information Technology Co.Ltd(002153) board of directors
December 30, 2021
