According to the Zhitong Finance App, Gaoyang Technology (00818) announced that on November 30, 2023, Vbill Cayman, the management shareholding platform and the target company (the company's indirect non-wholly-owned subsidiary) signed a subscription agreement. According to this, Vbill Cayman and the management shareholding platform agreed to subscribe, and the target company agreed to allocate and issue subscription shares. The total subscription price was about HK$1,8968 million.
As of the date of this announcement, the target company was an indirect non-wholly owned subsidiary of the company, with VbillCayman (a wholly owned subsidiary of the company) owning 82.28% of the interest and 17.72% interest in the management shareholding platform.
Upon completion, the group's shares in the target company held through Vbill Cayman will be diluted from 82.28% to 80.04% of the shares expanded through allotment, while the percentage of joint shares held by management shareholders in the platform will increase from 17.72% to 19.96%. Therefore, the allotment constituted 2.24% of the target company's shares held by the selling company. The total amount of allotment proceeds will be HK$1,28968 million and is intended to be used as general working capital for the target group to expand its business.
According to reports, the target company is Microcode Data Co., Ltd., and its subsidiaries are mainly engaged in payment transaction processing business (including cross-border payment processing business). For the years ended 31 December 2021 and 31 December 2022, Target Group obtained a loss of HK$5.72 million after tax and a profit after tax of HK$432 million, respectively. Target Group's unaudited consolidated total asset value and net asset value were HK$1,203 million and HK$655 million respectively on June 30, 2023, and HK$1,408 million and HK$575.6 million respectively on October 31, 2023.
The announcement stated that the allocation will provide additional funding to support the target group's long-term business expansion plans and growth strategies. Since the management shareholders are the key managers of the group, further share allocations by subscribing to the target company are essential to enhance their commitment to the target group and are in the best interests of the target group. In addition, allocations can also make the target company's management shareholders' equity consistent with the management shareholders' equity paid with it. The directors believe that the harmonization and strengthening of relevant interests will benefit the Group's governance and long-term development.