TD Holdings, Inc. (GLG) Enters into Non-Binding LOI to Acquire Shenzhen Tongdow Internet Technology Co., Ltd.

November 24, 2021 8:00 AM EST

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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.

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