TD Holdings, Inc. Enters into Non-Binding Letter of Intent to Acquire Shenzhen Tongdow Internet Technology Co., Ltd.

Rhea-AI Summary

TD Holdings, Inc. (Nasdaq: GLG) announced a non-binding letter of intent to acquire 30% to 65% equity in Shenzhen Tongdow Internet Technology Co., Ltd. The transaction could value STIT between $145 million and $180 million, with completion expected by June 30, 2022. CEO Renmei Ouyang emphasized the acquisition's potential to enhance digital transformation, optimize cash flow, and improve profitability. However, the LOI is non-binding, and the deal is contingent on due diligence and board approval.

Positive

• Acquisition of STIT expected to enhance digital transformation and optimize cash flow.
• Potential to improve profitability and strengthen market position.
• Estimated equity value of STIT between $145 million and $180 million indicates high market potential.

Negative

• Non-binding nature of the LOI introduces uncertainties regarding the deal's completion.
• Completion subject to due diligence and board approval may delay the acquisition.
• Potential legal and operational risks associated with the proposed transaction.

SHENZHEN, China, Nov. 24, 2021 /PRNewswire/ -- TD Holdings, Inc. (Nasdaq: GLG) (the "Company"), a commodities trading service provider in China, today announced that it has entered into a non-binding letter of intent (the "LOI") with Shenzhen Tongdow Internet Technology Co., Ltd. ("STIT"), a China's leading integrated service provider for an online to offline e-commerce commodities trading platform.

Pursuant to the LOI, the Company agreed to acquire between 30% to 65% of the equity interests of STIT in exchange for a certain amount of cash to be determined based on the Company's further due diligence and the parties' negotiation. Both parties agree that equity value of STIT is estimated to be between $145 million and $180 million.  Management expects the acquisition be completed no later than June 30, 2022, assuming satisfactory due diligence results and the entry into a definitive agreement between the parties. The acquisition will be a related party transaction and therefore the closing conditions will need to include the approval by the Company's audit committee of the board of directors, consisting of independent directors, and the receipt of a fairness opinion and valuation report of STIT from an independent third party. Either party to the LOI may terminate the LOI unilaterally. As the transaction proceeds, the Company will publicly disclose required information either through press releases or SEC filings, as appropriate.

Ms. Renmei Ouyang, the Chief Executive Officer of the Company, stated, "We are excited about this potential transaction and we believe it will bring significant benefits to us as it will help the Company complete the strategic digital technology transformation of commodity trading, optimize cash flow turnover and improve profitability. Our goal is to build an ecosystem of digital e-commerce platforms through the digital management and operation of global commodities trading and the construction of 5G smart warehouses, and to provide comprehensive services to meet the customers' needs. We expect that the gross merchandise volume (GMV) of commodity trading transactions on our platform will continue to grow, and increase our bargaining power of commodities pricing in the international market."

Completion of the transaction is subject to due diligence investigations by the relevant parties, the negotiation and execution of a definitive share purchase agreement, satisfaction of the conditions negotiated therein including the approval of the Company's Board of Directors, and the satisfaction of other customary closing conditions. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated. Further, readers are cautioned that those portions of the LOI that describe the proposed transaction, including the consideration to be issued therein, are non-binding.

About Shenzhen Tongdow Internet Technology Co., Ltd.

Founded in November 2014, Shenzhen Tongdow Internet Technology Co., Ltd. ("STIT") has been focusing on innovating e-commerce platform while providing network construction and maintenance service. STIT offers a full range of e-commerce solutions including market information, spot transactions, collective procurement, online financing, bank settlement, and Internet of Things technology and aims to integrate business, information, capital, logistics, and technology into one comprehensive chain. STIT's goal is to become a leading non-ferrous metal commodities digital trading e-commerce platform in China and worldwide. STIT pursues a vertical industry strategy for online to offline e-commerce platform development, involving non-ferrous metals, black metal, rubber, plastics, and rare metals, which cover the entire metal industry chain, and continuously explores more special value-added services. STIT has established a mature service network to provide fast, professional technical support and training to clients. STIT has more than 150,000 customers and the GMV of its cumulative transactions exceeds 1 trillion RMB (roughly 157 billion USD). STIT was rewarded as China's Industrial Internet Top 100 in 2021, The Most Influential Chinese Brand in 2021 and The First Industrial Integration and Innovation Award (Guangdong–Hong Kong–Macau Greater Bay Area) in 2021 For more information, please visit https://www.tongdow.com/index.action.

About TD Holdings, Inc.

TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com.

Safe Harbor Statement

This press release may contain certain "forward-looking statements" relating to the business of TD Holdings, Inc. and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty about the spread of the COVID-19 virus and the impact it will have on the Company's operations; the demand for the Company's products and services, global supply chains and economic activity in general; the occurrence of any event, change or other circumstances that could give rise to the terms of the LOI not hereafter being memorialized in a definitive agreement; the outcome of any legal proceedings that have been, or will be, instituted against TD Holdings, Inc. or other parties to the LOI following announcement of the LOI and transactions contemplated therein; the inability to complete the transactions contemplated by the LOI due to unsatisfied closing conditions; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the LOI and consummation of the transaction described therein; costs related to the proposed acquisition; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition; the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the Securities and Exchange Commission by TD Holdings, Inc. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website at http://www.sec.gov. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For more information, please contact:

Ascent Investor Relations LLC
Ms. Tina Xiao
Email: tina.xiao@ascent-ir.com 
Tel: +1 917 609 0333

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SOURCE TD Holdings, Inc.

FAQ

What is the purpose of the acquisition between TD Holdings and STIT?

The acquisition aims to enhance digital transformation and improve profitability for TD Holdings.

What is the estimated value of STIT in the proposed acquisition?

The estimated equity value of STIT ranges from $145 million to $180 million.

When is the acquisition expected to be completed?

The acquisition is expected to be finalized by June 30, 2022.

What are the conditions for the acquisition of STIT by TD Holdings?

The acquisition is subject to due diligence, board approval, and satisfaction of customary closing conditions.

Are there any risks associated with the acquisition of STIT?

Yes, the non-binding nature of the LOI and other conditions could impact the transaction's completion.