Pintec Technology (PT) to Acquire Jishengtai

April 12, 2021 6:30 AM EDT
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Pintec Technology Holdings Limited (Nasdaq: PT) ("PINTEC" or the "Company"), a leading independent technology platform enabling financial services in China, today announced that it has entered into an agreement to acquire all of the equity interest in Shenzhen Jishengtai Technology Co. Ltd ("JST"), a securities technology firm based in Shenzhen, China. JST internally designs and fully implements an end-to-end Broker Supplied System (BSS) for automatic order matching and execution of securities trading, which is the core backbone system of Riche Bright Securities Limited ("RB"), a Hong Kong securities brokerage firm that PINTEC recently acquired.

In connection with the acquisition, PINTEC agreed to issue certain non-voting ordinary shares (the "Consideration Shares") to JST's original shareholders as the consideration for the sale of JST's equity interest. The Consideration Shares will consist of a fixed base of 38,098,200 shares and an additional maximum of 45,098,200 shares, which is subject to downward adjustment based on certain performance target on RB. The Consideration Shares will be issued in reliance upon an exemption or exclusion from the registration requirement under Section 5 of the Securities Act of 1933, as amended.

The transaction is subject to the completion of the requisite corporate and other approvals and customary closing conditions. There can be no assurance that the transaction will be consummated in a timely manner, at all.

The combined digital platform and system of JST and RB positions RB as a boutique brokerage by leveraging JST's advanced new generation one-stop online securities system of various securities including stock, stock options, debt instruments, and trusts for trading, clearing, settlement, data information as well as providing trading system services and support for other small and medium sized brokerages. These services target corporate clients across numerous industry segments, institutional investors, and high net-worth individuals, who have demand for real-time precision trading of high volume and frequency, sensitivity to margin control and financial leverage, as well as stringent risk management.

Mr. Steven Sim, Chief Financial Officer of PINTEC, stated, "These acquisition of JST and RB will accelerate PINTEC's plan in transforming our business by broadening our wealth management services to include fully digitized securities brokerage, which is more critical than ever in today's environment as we see increasing appetite from corporate clients and investors for full service online securities platform. Over the years, PINTEC has always been data and technology driven, with primary focus on serving corporate and financial partners, which coincides with the success factors at JCT/RB as they service corporate clients via their proprietary online securities trading execution. This cloud-based technology platform is capable of highly automated and highly secure infrastructure that drives all of the end-to-end electronic broker-dealer trading related function, which is a key attraction for us. We are confident that the combined strengths of our innovative digital platform of complementary services, continuity of B2B2C business model, and talented technical teams, will expand our wealth management offerings, deepen client relations, generate additional data and traffic, enhance our overall earnings power while further diversify revenue sources. From a financial perspective, we expect the acquisition of JST and RB to be neutral to accretive to PINTEC's non-GAAP earnings per share in the first full fiscal year after the transaction closes."

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