East Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China
Burlington, MA and Beijing, China, Feb. 18, 2021 (GLOBE NEWSWIRE) — East Stone Acquisition Corporation (Nasdaq: ESSC) (“East Stone”), a publicly traded special purpose acquisition company (“SPAC”), and JHD Holdings (Cayman) Limited, an innovative merchant enablement services platform in lower-tier cities in China (“JHD” or the “Company”), operating in China under the brand Ji Hui Duo®(“积惠多”), announced today that they have entered into a definitive business combination agreement. Upon closing of the transaction, the combined company will be named JHD Technologies Limited, and seeks to be listed on the Nasdaq Stock Market. The terms of the business combination agreement provide that at closing the public company (“Pubco”) resulting from the transaction will issue shares to the selling parties with an aggregate value equal to one billion U.S. dollars ($1,000,000,000), subject to adjustments for closing cash, closing debt, and certain excess unpaid expenses. 10% of the Pubco shares to be issued to the selling parties at closing will be subject to an earn-out and escrowed under the terms of the agreement.JHD is an online and offline merchant enablement services platform that provides almost 90,000 independent retailers, in five provinces, with a full suite of services and technologies, including Point-of-Sale (POS), supply chain and logistics, and fintech/payment capability. To enable financial inclusion of communities that are significantly underbanked, JHD’s platform has already enabled 3,000 outlets to become licensed rural area financial stations, enabling established banks to extend their branch network to serve more consumers. By supplying the partner stores with reliable and timely delivery of branded consumer products, JHD provides a reliable supply chain to the stores.JHD targets lower-tier cities and emerging areas in China, which represent a total population of over 550 million people who spend over $900 billion on food and household items each year, mostly in the over six million independent retailers that service these regions.Commenting on today’s announcement, JHD’s founder and Chairman, Alan Clingman, said, “In 2016 we started Ji Hui Duo （“积惠多”）with the mission of building a technology driven platform and the accompanying service infrastructure to support financial inclusion in the world’s largest emerging market. We believe the highly fragmented, lower tier economy of China represents one of the biggest potential growth stories of this decade and we are in the middle of it.”“In JHD we have found a truly exciting company operating in a large, dispersed and underserved addressable market with hundreds of millions of potential customers.” said Xiaoma “Sherman” Lu, Chief Executive Officer of East Stone.The boards of directors for both JHD and East Stone have approved the proposed business combination, which is expected to be completed by the end of third quarter of 2021, subject to, among other things, the approval by East Stone’s shareholders of the business combination, satisfaction of the conditions stated in the definitive agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the proxy statement/prospectus, the receipt of certain regulatory approvals, and approval by The Nasdaq Stock Market to list the securities of the combined company.JHD’s Founder and Chairman of the board, Mr. Clingman will continue leading the company. Mr. Lu, East Stone’s Chief Executive Officer will join the combined company as vice-chairman and president. Concurrently with the announcement of this transaction, East Stone is terminating its previously announced business combination agreement with Ufin Holdings Limited.ABOUT JHD HOLDINGS (CAYMAN) LIMITEDJHD is an online and offline merchant enablement services platform that provides almost 90,000 independent retailers, in five provinces, with a full suite of services and technologies, including Point-of-Sale (POS), supply chain and logistics, and fintech/payment capability. To enable financial inclusion of communities that are significantly underbanked, JHD’s platform has already enabled 3,000 outlets to become licensed rural area financial stations, enabling established banks to extend their branch network to serve more consumers. By supplying the partner stores with reliable and timely delivery of branded consumer products, JHD provides a reliable supply chain to the stores.ABOUT EAST STONE East Stone Acquisition Corporation (Nasdaq: ESSC) is a blank check company incorporated as a British Virgin Islands business company and incorporated for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities. Although it is not limited to a particular industry or geographic region for purposes of consummating an initial business combination, East Stone believes it is particularly well-positioned to capitalize on growing opportunities created by in the financial technology (fintech) space in North America and Asia-Pacific.ADDITIONAL INFORMATIONJHD Technologies Limited, a Cayman Islands exempted company (“Pubco”), intends to file with the Securities and Exchange Commission (the “SEC”), a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement of East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”), and a prospectus in connection with the proposed business combination (the “Business Combination”) involving East Stone, JHD Holdings (Cayman) Limited, a Cayman Islands company ( “JHD”), Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), Navy Sail International Limited, a British Virgin Islands company, in the capacity as the Purchaser Representative, Yellow River (Cayman) Limited, a Cayman Islands company, in the capacity as Primary Seller and Seller Representative, and the other shareholders of JHD who become parties thereto (the “Sellers”) and Double Ventures Holdings Limited, a British Virgin Islands business company (the “Sponsor”) pursuant to a business combination agreement (the “Business Combination Agreement”). The definitive proxy statement and other relevant documents will be mailed to shareholders of East Stone as of a record date to be established for voting on East Stone’s initial business combination with JHD. SHAREHOLDERS OF EAST STONE, THE SELLERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH EAST STONE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EAST STONE, JHD, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to East Stone by contacting its Chief Financial Officer, Chunyi (Charlie) Hao, c/o East Stone Acquisition Corporation, 25 Mall Road, Suite 330, Burlington, MA 01803, at (781) 202-9128 or at hao@estonecapital.com.NO OFFER OR SOLICITATIONThis press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.NO ASSURANCESThere can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the Business Combination is completed, that the potential benefits of combining the companies will be realized. The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the Business Combination, copies of which will be filed by East Stone with the SEC as an exhibit to a Current Report on Form 8-KPARTICIPANTS IN THE SOLICITATIONEast Stone, JHD and Pubco and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of East Stone ordinary shares in respect of the proposed Transaction. Information about East Stone’s directors and executive officers and their ownership of East Stone’s ordinary shares is set forth in East Stone’s Annual Report on Form 10-K, which was filed with the SEC on September 21, 2020 as modified or supplemented by any Form 3 or Form 4 filed with the SEC since that date. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the proposed Business Combination when it becomes available. These documents can be obtained free of charge from the sources indicated above.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSThis press release contains forward-looking statements that involve risks and uncertainties concerning the Business Combination, JHD’s expected financial performance, as well as its strategic and operational plans. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. These risks and uncertainties could cause actual results or outcomes to differ materially from those indicated by such forward looking-statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings that may be instituted against the East Stone, JHD or others following announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination Agreement or any related financial conditions due to the failure to obtain approval of the shareholders of East Stone; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the inability to recognize the anticipated benefits of the Business Combination; (7) the ability to obtain or maintain the listing of Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that JHD may be adversely affected by other economic, business, and/or competitive factors; and (11) other risks and uncertainties indicated from time to time in filings with the SEC by East Stone or Pubco.ContactEast Stone Acquisition Corporation
Xiaoma (Sherman) Lu
25 Mall Road, Suite 330
Burlington, MA 01803
sherman@estonecapital.com
Xiaoma (Sherman) Lu
25 Mall Road, Suite 330
Burlington, MA 01803
sherman@estonecapital.com
