|
BlueCity Holdings Limited
Baoli Ma BlueCity Media Limited Shimmery Sapphire Holding Limited Cantrust (Far East) Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 |
| |
Multelements Limited
Diversefuture Limited Block 2 Tower B Room 028, No. 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District Beijing 100022 CEC Development Mansion F12, Sanyuan Bridge, Beijing |
|
|
Metaclass Management ELP
Chizicheng Strategy Investment Limited Spriver Tech Limited Chunhe Liu CEC Development Mansion F12, Sanyuan Bridge, Beijing |
| |
Aviator D, L.P.
CDH China HF Holdings Company Limited Rainbow Rain Limited Roger Field Fund, L.P. CDH Harvest Holdings Limited Shangzhi Wu 3rd Floor, Kaishi Building, No.1 Yan’an East Road, Huangpu District, Shanghai Tel: (+86) 158 1070 2036 |
|
|
Yuting Wu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP JingAn Kerry Center, Tower II, 46/F 1539 Nanjing West Road Shanghai, the People’s Republic of China Telephone: +86 21-6193-8200 |
| |
Yang Wang
Simpson Thacher & Bartlett LLP 3901 China World Tower A 1 Jianguomenwai Avenue Beijing 100004, China Telephone: (+86) 10 5965 2976 |
|
|
Brian V. Breheny, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP 1440 New York Avenue, N.W. Washington, D.C. 20005 Telephone: (202) 371-7000 |
| |
Yi Gao
Simpson Thacher & Bartlett LLP ICBC Tower – 35th Floor 3 Garden Road, Central Hong Kong, China |
|
a
|
☐
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b
|
☐
|
The filing of a registration statement under the Securities Act of 1933. |
c
|
☐
|
A tender offer |
d
|
☒
|
None of the above |
| | |
Page
|
| |||
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 10 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 11 | | | |
| | | | 12 | | |
| Sincerely, | | | Sincerely, | |
|
Wenjie (Jenny) Wu
Chairperson of the Special Committee |
| |
Baoli Ma
Chairman of the Board and Chief Executive Officer |
|
| | |
Page
|
| |||
| | | | 3 | | | |
| | | | 15 | | | |
| | | | 22 | | | |
| | | | 66 | | | |
| | | | 68 | | | |
| | | | 75 | | | |
| | | | 93 | | | |
| | | | 94 | | | |
| | | | 96 | | | |
| | | | 98 | | | |
| | | | 99 | | | |
| | | | 101 | | | |
| | | | 102 | | | |
| | | | 104 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1 | | |
| | |
Management Projections
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
2022P
|
| |
2023P
|
| |
2024P
|
| |
2025P
|
| |
2026P
|
| |
2027P
|
| |
2028P
|
| |
2029P
|
| |
2030P
|
| |||||||||||||||||||||||||||
| | |
(in RMB millions except percentages)
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Net Revenues
|
| | | | 1,066.47 | | | | | | 1,328.07 | | | | | | 1,506.84 | | | | | | 1,625.41 | | | | | | 1,737.51 | | | | | | 1,845.37 | | | | | | 1,954.45 | | | | | | 2,067.22 | | | | | | 2,176.37 | | |
Cost of Revenue
|
| | | | (742.57) | | | | | | (937.98) | | | | | | (1,067.72) | | | | | | (1,145.26) | | | | | | (1,220.99) | | | | | | (1,294.88) | | | | | | (1,370.51) | | | | | | (1,439.96) | | | | | | (1,508.00) | | |
Gross Profit
|
| | | | 323.90 | | | | | | 390.09 | | | | | | 439.12 | | | | | | 480.14 | | | | | | 516.51 | | | | | | 550.49 | | | | | | 583.94 | | | | | | 627.26 | | | | | | 668.37 | | |
Margin%
|
| | | | 30.4% | | | | | | 29.4% | | | | | | 29.1% | | | | | | 29.5% | | | | | | 29.7% | | | | | | 29.8% | | | | | | 29.9% | | | | | | 30.3% | | | | | | 30.7% | | |
EBITDA
|
| | | | (104.93) | | | | | | (71.18) | | | | | | (41.12) | | | | | | (16.38) | | | | | | 3.94 | | | | | | 21.17 | | | | | | 34.72 | | | | | | 54.81 | | | | | | 71.94 | | |
Margin%
|
| | | | -9.8% | | | | | | -5.4% | | | | | | -2.7% | | | | | | -1.0% | | | | | | 0.2% | | | | | | 1.1% | | | | | | 1.8% | | | | | | 2.7% | | | | | | 3.3% | | |
EBIT
|
| | | | (118.51) | | | | | | (86.89) | | | | | | (55.90) | | | | | | (31.13) | | | | | | (9.43) | | | | | | 7.13 | | | | | | 20.02 | | | | | | 43.09 | | | | | | 59.56 | | |
Margin%
|
| | | | -11.1% | | | | | | -6.5% | | | | | | -3.7% | | | | | | -1.9% | | | | | | -0.5% | | | | | | 0.4% | | | | | | 1.0% | | | | | | 2.1% | | | | | | 2.7% | | |
Net Income
|
| | | | (116.76) | | | | | | (85.57) | | | | | | (54.87) | | | | | | (30.24) | | | | | | (8.59) | | | | | | 8.02 | | | | | | 21.06 | | | | | | 44.37 | | | | | | 48.92 | | |
Margin%
|
| | | | -10.9% | | | | | | -6.4% | | | | | | -3.6% | | | | | | -1.9% | | | | | | -0.5% | | | | | | 0.4% | | | | | | 1.1% | | | | | | 2.1% | | | | | | 2.2% | | |
Capital Expenditures (1)
|
| | | | 6.39 | | | | | | 7.96 | | | | | | 9.03 | | | | | | 9.74 | | | | | | 10.41 | | | | | | 11.06 | | | | | | 11.71 | | | | | | 12.39 | | | | | | 13.04 | | |
Net Working Capital
|
| | | | (44.48) | | | | | | (41.62) | | | | | | (48.16) | | | | | | (54.91) | | | | | | (61.97) | | | | | | (69.07) | | | | | | (76.29) | | | | | | (83.69) | | | | | | (91.43) | | |
| | |
Revenue Growth
|
| |
EBITDA Growth
|
| |
EBITDA Margin
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
3-YR
CAGR |
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
3-YR
CAGR |
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
3-YR
AVG |
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |||||||||||||||||||||||||||||||||||||||||||||
Kuaishou Technology
|
| | | | 58.7% | | | | | | 37.9% | | | | | | 21.8% | | | | | | 23.5% | | | | | | 18.0% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | -11.5% | | | | | | -28.7% | | | | | | -23.9% | | | | | | -13.7% | | | | | | -0.9% | | |
Bilibili Inc.
|
| | | | 67.4% | | | | | | 61.5% | | | | | | 30.5% | | | | | | 31.2% | | | | | | 28.7% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | -12.8% | | | | | | -20.6% | | | | | | -17.0% | | | | | | -4.9% | | | | | | 3.8% | | |
Tencent Music Entertainment Group
|
| | | | 18.1% | | | | | | 7.2% | | | | | | -12.0% | | | | | | -0.4% | | | | | | 3.3% | | | | | | 22.5% | | | | | | -15.7% | | | | | | -10.4% | | | | | | -17.2% | | | | | | -0.9% | | | | | | 15.8% | | | | | | 12.9% | | | | | | 13.1% | | | | | | 10.9% | | | | | | 10.5% | | |
Weibo Corporation
|
| | | | 9.5% | | | | | | 33.6% | | | | | | 7.8% | | | | | | 9.9% | | | | | | 6.1% | | | | | | 5.6% | | | | | | 39.6% | | | | | | 1.8% | | | | | | 15.9% | | | | | | 12.7% | | | | | | 33.5% | | | | | | 33.3% | | | | | | 31.5% | | | | | | 33.2% | | | | | | 35.3% | | |
Scienjoy Holding Corporation(1)
|
| | | | NA | | | | | | 57.4% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 2.1% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 16.1% | | | | | | 12.5% | | | | | | NA | | | | | | NA | | | | | | NA | | |
Zhihu Inc.
|
| | | | NA | | | | | | 118.9% | | | | | | 59.3% | | | | | | 53.1% | | | | | | 54.7% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | -81.4% | | | | | | -46.3% | | | | | | -26.0% | | | | | | -16.7% | | | | | | -8.7% | | |
Inke Limited
|
| | | | 33.5% | | | | | | 85.4% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | -3.9% | | | | | | 719.9% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 2.8% | | | | | | 6.0% | | | | | | NA | | | | | | NA | | | | | | NA | | |
DouYu International Holdings Limited
|
| | | | 72.0% | | | | | | -5.4% | | | | | | -20.8% | | | | | | 5.0% | | | | | | 2.0% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | -6.3% | | | | | | -5.4% | | | | | | -5.8% | | | | | | -4.6% | | | | | | -6.0% | | |
Hello Group Inc.
|
| | | | 2.8% | | | | | | -3.0% | | | | | | -1.8% | | | | | | 7.2% | | | | | | 6.4% | | | | | | -13.5% | | | | | | -21.6% | | | | | | -26.2% | | | | | | 15.2% | | | | | | 3.4% | | | | | | 19.3% | | | | | | 15.6% | | | | | | 11.7% | | | | | | 12.6% | | | | | | 12.2% | | |
HUYA Inc.
|
| | | | 70.9% | | | | | | 4.0% | | | | | | -5.6% | | | | | | 5.7% | | | | | | 12.1% | | | | | | NA | | | | | | -80.0% | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 4.3% | | | | | | 1.5% | | | | | | -3.8% | | | | | | -2.2% | | | | | | -0.2% | | |
JOYY Inc.
|
| | | | 2.6% | | | | | | 36.2% | | | | | | 10.2% | | | | | | 10.3% | | | | | | 8.2% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 60.2% | | | | | | -4.7% | | | | | | -5.9% | | | | | | -5.2% | | | | | | 3.9% | | | | | | 5.6% | | | | | | 4.9% | | |
Mean | | | | | 37.3% | | | | | | 39.4% | | | | | | 9.9% | | | | | | 16.2% | | | | | | 15.5% | | | | | | 2.7% | | | | | | 107.4% | | | | | | -11.6% | | | | | | 18.5% | | | | | | 2.6% | | | | | | -2.4% | | | | | | -2.2% | | | | | | -1.8% | | | | | | 2.2% | | | | | | 5.6% | | |
Median | | | | | 33.5% | | | | | | 36.2% | | | | | | 7.8% | | | | | | 9.9% | | | | | | 8.2% | | | | | | 0.8% | | | | | | -6.8% | | | | | | -10.4% | | | | | | 15.5% | | | | | | 1.3% | | | | | | 2.8% | | | | | | 1.5% | | | | | | -3.8% | | | | | | -2.2% | | | | | | 3.8% | | |
The Company
|
| | | | 29.0% | | | | | | 4.4% | | | | | | -0.9% | | | | | | 24.5% | | | | | | 13.5% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | -13.7% | | | | | | -14.0% | | | | | | -8.8% | | | | | | -4.6% | | | | | | -2.0% | | |
| | |
Enterprise Value as a Multiple of
|
| |
Stock Price as a Multiple of
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company
|
| |
2021
EBITDA |
| |
2022
EBITDA |
| |
2023
EBITDA |
| |
2024
EBITDA |
| |
2021
Revenue |
| |
2022
Revenue |
| |
2023
Revenue |
| |
2024
Revenue |
| |
Book
Value per Share |
| |
Tangible
Book Value per Share |
| ||||||||||||||||||||||||||||||
Kuaishou Technology
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 2.33x | | | | | | 1.91x | | | | | | 1.55x | | | | | | 1.31x | | | | | | 4.40x | | | | | | 4.51x | | |
Bilibili Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | 23.9x | | | | | | 1.99x | | | | | | 1.52x | | | | | | 1.16x | | | | | | 0.90x | | | | | | 2.57x | | | | | | 3.59x | | |
Tencent Music Entertainment Group
|
| | | | 3.9x | | | | | | 4.3x | | | | | | 5.2x | | | | | | 5.2x | | | | | | 0.51x | | | | | | 0.58x | | | | | | 0.58x | | | | | | 0.57x | | | | | | 0.90x | | | | | | 1.69x | | |
Weibo Corporation
|
| | | | 2.0x | | | | | | 1.9x | | | | | | 1.7x | | | | | | 1.5x | | | | | | 0.66x | | | | | | 0.61x | | | | | | 0.55x | | | | | | 0.52x | | | | | | 1.36x | | | | | | 1.48x | | |
Scienjoy Holding Corporation(1)
|
| | | | 1.6x | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 0.20x | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 0.93x | | | | | | 1.69x | | |
Zhihu Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.74x | | | | | | 0.76x | | |
Inke Limited
|
| | | | NM | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NM | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 0.54x | | | | | | 0.63x | | |
DouYu International Holdings Limited
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NA | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.53x | | | | | | 0.54x | | |
Hello Group Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.58x | | | | | | 0.58x | | |
HUYA Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NA | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.57x | | | | | | 0.57x | | |
JOYY Inc.
|
| | | | NM | | | | | | NM | | | | | | NM | | | | | | NA | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 0.52x | | | | | | 0.93x | | |
Mean | | | | | 2.5x | | | | | | 3.1x | | | | | | 3.4x | | | | | | 10.2x | | | | | | 1.14x | | | | | | 1.16x | | | | | | 0.96x | | | | | | 0.83x | | | | | | 1.24x | | | | | | 1.54x | | |
Median | | | | | 2.0x | | | | | | 3.1x | | | | | | 3.4x | | | | | | 5.2x | | | | | | 0.66x | | | | | | 1.07x | | | | | | 0.87x | | | | | | 0.73x | | | | | | 0.74x | | | | | | 0.93x | | |
Selected M&A Transaction Analysis
(US$ in millions) |
| ||||||||||||||||||||||||||||||||||||||||||
Announced
|
| |
Target Name
|
| |
Acquirer Name
|
| |
Enterprise
Value |
| |
LTM
Revenue |
| |
LTM
EBITDA |
| |
EBITDA
Margin |
| |
EV /
Revenue |
| |
EV /
EBITDA |
| ||||||||||||||||||
8/23/2021
|
| | Resi Media LLC | | | Pushpay Holdings Limited | | | | $ | 150 | | | | | $ | 17 | | | | | | NA | | | | | | NA | | | | | | 8.83x | | | | | | NA | | |
2/5/2021
|
| | SpotX, Inc. | | | Magnite, Inc. | | | | $ | 1,141 | | | | | $ | 171 | | | | | $ | 35 | | | | | | 20.4% | | | | | | 6.66x | | | | | | 32.6x | | |
1/7/2021
|
| | StreamYard, Inc. | | | Hopin Ltd. | | | | $ | 250 | | | | | $ | 30 | | | | | | NA | | | | | | NA | | | | | | 8.33x | | | | | | NA | | |
11/16/2020
|
| | Domestic Video-Based Entertainment Live Streaming Business of JOYY Inc. | | | Baidu, Inc. | | | | $ | 3,600 | | | | | $ | 2,788 | | | | | | NA | | | | | | NA | | | | | | 1.29x | | | | | | NA | | |
8/10/2020
|
| | HUYA Inc. | | | Tencent Holdings Limited | | | | $ | 4,396 | | | | | $ | 1,414 | | | | | $ | 80 | | | | | | 5.7% | | | | | | 3.11x | | | | | | 54.9x | | |
7/6/2020
|
| | SINA Corporation | | | Chairman of Board and Chief Executive Officer of SINA Corporation | | | | $ | 3,187 | | | | | $ | 2,098 | | | | | $ | 485 | | | | | | 23.1% | | | | | | 1.52x | | | | | | 6.6x | | |
3/5/2020
|
| | The Meet Group, Inc. | | | Parship Group GmbH | | | | $ | 506 | | | | | $ | 212 | | | | | $ | 33 | | | | | | 15.5% | | | | | | 2.39x | | | | | | 15.4x | | |
3/4/2019
|
| |
BIGO Technology Pte. Ltd.
|
| | YY Inc. (nka:JOYY Inc.) | | | | $ | 2,330 | | | | | $ | 440 | | | | | | NA | | | | | | NA | | | | | | 5.30x | | | | | | NA | | |
1/18/2018
|
| | auFeminin.com | | | Télévision Française 1 Société anonyme | | | | $ | 379 | | | | | $ | 139 | | | | | $ | 25 | | | | | | 18.1% | | | | | | 2.73x | | | | | | 15.0x | | |
Mean
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4.46x | | | | | | 24.9x | | |
Median
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3.11x | | | | | | 15.4x | | |
| | |
Ownership Prior to the Merger(1)
|
| |
Ownership After the Merger(2)
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Net Book Value
|
| |
Net Loss
|
| |
Net Book Value
|
| |
Net Loss
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
US’000
|
| |
%
|
| |
US’000
|
| |
%
|
| |
US’000
|
| |
%
|
| |
US’000
|
| |
%
|
| ||||||||||||||||||||||||
Founder
|
| | | | 21,903 | | | | | | 31.3 | | | | | | 15,208 | | | | | | 31.3 | | | | | | 8,957 | | | | | | 12.8 | | | | | | 6,219 | | | | | | 12.8 | | |
BlueCity Media Limited
|
| | | | 21,204 | | | | | | 30.3 | | | | | | 14,722 | | | | | | 30.3 | | | | | | 8,957 | | | | | | 12.8 | | | | | | 6,219 | | | | | | 12.8 | | |
Shimmery Sapphire Holding Limited
|
| | | | 21,204 | | | | | | 30.3 | | | | | | 14,722 | | | | | | 30.3 | | | | | | 8,957 | | | | | | 12.8 | | | | | | 6,219 | | | | | | 12.8 | | |
Cantrust (Far East) Limited
|
| | | | 21,204 | | | | | | 30.3 | | | | | | 14,722 | | | | | | 30.3 | | | | | | 8,957 | | | | | | 12.8 | | | | | | 6,219 | | | | | | 12.8 | | |
Aviator D, L.P.
|
| | | | 1,260 | | | | | | 1.8 | | | | | | 875 | | | | | | 1.8 | | | | | | 1,260 | | | | | | 1.8 | | | | | | 875 | | | | | | 1.8 | | |
CDH China HF Holdings Company Limited
|
| | | | 1,260 | | | | | | 1.8 | | | | | | 875 | | | | | | 1.8 | | | | | | 1,260 | | | | | | 1.8 | | | | | | 875 | | | | | | 1.8 | | |
Rainbow Rain Limited
|
| | | | 4,059 | | | | | | 5.8 | | | | | | 2,818 | | | | | | 5.8 | | | | | | 3,849 | | | | | | 5.5 | | | | | | 2,672 | | | | | | 5.5 | | |
Roger Field Fund, L.P.
|
| | | | 4,059 | | | | | | 5.8 | | | | | | 2,818 | | | | | | 5.8 | | | | | | 3,849 | | | | | | 5.5 | | | | | | 2,672 | | | | | | 5.5 | | |
CDH Harvest Holdings Limited
|
| | | | 4,059 | | | | | | 5.8 | | | | | | 2,818 | | | | | | 5.8 | | | | | | 3,849 | | | | | | 5.5 | | | | | | 2,672 | | | | | | 5.5 | | |
Shangzhi Wu
|
| | | | 5,318 | | | | | | 7.6 | | | | | | 3,693 | | | | | | 7.6 | | | | | | 5,108 | | | | | | 7.3 | | | | | | 3,547 | | | | | | 7.3 | | |
Sponsor Filing Persons
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 55,913 | | | | | | 79.9 | | | | | | 38,821 | | | | | | 79.9 | | |
Name of Directors and Officers
|
| |
Shares
Beneficially Owned (Excluding Rollover Shares) |
| |
Cash Payments
for Shares (US$) |
| |
Rollover
Options Beneficially Owned |
| |
Cashed-out
Options Beneficially Owned |
| |
Cash Payments
for Options (US$) |
| |
Total Cash
Payments (US$) |
| ||||||||||||||||||
Baoli Ma
|
| | | | 3,153,155.5 | | | | | $ | 10,090,097.60 | | | | | | 224,312.5 | | | | | | 37,943.0 | | | | | $ | 121,038.17 | | | | | $ | 10,211,135.77 | | |
Shengwen (Roy) Rong
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wenjie (Jenny) Wu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Weiru Chen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guojie Shi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alfred Chung-Chieh Ying
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Junchen Sun
|
| | | | 18,396.5 | | | | | $ | 58,868.80 | | | | | | — | | | | | | 2,928.0 | | | | | $ | 9,340.32 | | | | | $ | 68,209.12 | | |
Liang Zhao
|
| | | | 9,652.5 | | | | | $ | 30,888.00 | | | | | | — | | | | | | 7,383.0 | | | | | $ | 23,551.77 | | | | | $ | 54,439.77 | | |
Yuanchen (Calvin) Liu
|
| | | | 13,862.0 | | | | | $ | 44,358.40 | | | | | | — | | | | | | 103,461.0 | | | | | $ | 330,040.59 | | | | | $ | 374,398.99 | | |
All directors and executive
officers as a group |
| | | | 3,195,066.5 | | | | | $ | 10,224,212.80 | | | | | | 224,312.5 | | | | | | 151,715.0 | | | | | $ | 483,907.85 | | | | | $ | 10,708,183.65 | | |
Description
|
| |
Amount
(US$) |
|
Legal fees and expenses
|
| | | |
Financial advisory fees and expenses
|
| | | |
Filing fees
|
| | | |
Special Committee compensation
|
| | | |
Miscellaneous
(e.g., ADS program termination fees, accounting, printer, proxy solicitation and mailing costs) |
| | | |
Total | | | | |
| | |
Trading Price
(US$) |
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
2020 | | | | | | | | | | | | | |
Third Quarter (since July 9, 2020)
|
| | | | 28.00 | | | | | | 8.61 | | |
Fourth Quarter
|
| | | | 14.99 | | | | | | 8.04 | | |
2021 | | | | | | | | | | | | | |
First Quarter
|
| | | | 20.46 | | | | | | 8.05 | | |
Second Quarter
|
| | | | 9.30 | | | | | | 6.30 | | |
Third Quarter
|
| | | | 7.65 | | | | | | 2.90 | | |
Fourth Quarter
|
| | | | 3.37 | | | | | | 1.25 | | |
2022 | | | | | | | | | | | | | |
First Quarter
|
| | | | 2.02 | | | | | | 1.08 | | |
Second Quarter (through May 24, 2022)
|
| | | | 1.44 | | | | | | 1.15 | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2021
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$(1)
|
| |||||||||
Consolidated statements of comprehensive loss data | | | | | | | | | | | | | | | | | | | |
Revenues
|
| | | | 1,031,323,444 | | | | | | 1,076,591,430 | | | | | | 168,940,688 | | |
Cost and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenues
|
| | | | (720,370,586) | | | | | | (728,065,167) | | | | | | (114,249,312) | | |
Selling and marketing expenses
|
| | | | (187,281,558) | | | | | | (220,464,208) | | | | | | (34,595,645) | | |
Technology and development expenses
|
| | | | (149,255,609) | | | | | | (219,741,246) | | | | | | (34,482,197) | | |
General and administrative expenses
|
| | | | (209,086,316) | | | | | | (109,099,156) | | | | | | (17,120,038) | | |
Impairment of intangible assets
|
| | | | — | | | | | | (2,915,000) | | | | | | (457,427) | | |
Impairment of goodwill
|
| | | | — | | | | | | (106,949,249) | | | | | | (16,782,671) | | |
Total cost and expenses
|
| | | | (1,265,994,069) | | | | | | (1,387,234,026) | | | | | | (217,687,290) | | |
Operating loss
|
| | | | (234,670,625) | | | | | | (310,642,596) | | | | | | (48,746,602) | | |
Changes in fair value of financial instruments
|
| | | | (5,247) | | | | | | — | | | | | | — | | |
Gain (loss) on disposal of an investment security
|
| | | | 4,863,233 | | | | | | (50,000) | | | | | | (7,846) | | |
Gain on extinguishment of a convertible debt
|
| | | | — | | | | | | — | | | | | | — | | |
Interest income
|
| | | | 6,517,961 | | | | | | 1,889,658 | | | | | | 296,529 | | |
Loss before income taxes
|
| | | | (223,294,678) | | | | | | (308,802,938) | | | | | | (48,457,919) | | |
Income tax (expense) benefit
|
| | | | 1,441,814 | | | | | | (821,006) | | | | | | (128,834) | | |
Net loss
|
| | | | (221,852,864) | | | | | | (309,623,944) | | | | | | (48,586,753) | | |
(Accretion) reversal of accretion and modification of Redeemable Convertible Preferred Shares to redemption value
|
| | | | 244,080,678 | | | | | | — | | | | | | — | | |
Net (loss) income available for distribution
|
| | | | 22,227,814 | | | | | | (309,623,944) | | | | | | (48,586,753) | | |
Net (loss) income per Class A and Class B Ordinary Share
|
| | | | | | | | | | | | | | | | | | |
– Basic
|
| | | | 1.30 | | | | | | (16.00) | | | | | | (2.51) | | |
– Diluted
|
| | | | (14.63) | | | | | | (16.00) | | | | | | (2.51) | | |
| | |
For the year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2021
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$(1)
|
| |||||||||
Weighted average number of Class A and Class B Ordinary Share and ordinary share equivalents outstanding used in computing net (loss) income per Class A and Class B Ordinary Share
|
| | | | | | | | | | | | | | | | | | |
– Basic
|
| | | | 11,974,046 | | | | | | 19,352,595 | | | | | | 19,352,595 | | |
– Diluted
|
| | | | 15,208,426 | | | | | | 19,352,595 | | | | | | 19,352,595 | | |
Net loss
|
| | | | (221,852,864) | | | | | | (309,623,944) | | | | | | (48,586,753) | | |
Other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Unrealized gains on an available-for-sale investment, net of nil income taxes
|
| | | | 1,456,370 | | | | | | — | | | | | | — | | |
Reclassification adjustment for gains on available-for-sale
investment realized in net income, net of nil income taxes |
| | | | (4,863,233) | | | | | | — | | | | | | — | | |
Foreign currency translation adjustment, net of nil income taxes
|
| | | | (63,005,931) | | | | | | (17,598,892) | | | | | | (2,761,650) | | |
Comprehensive loss
|
| | | | (288,265,658) | | | | | | (327,222,836) | | | | | | (51,348,403) | | |
|
| | |
As of December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2021
|
| ||||||||||||
| | |
RMB
|
| |
RMB
|
| |
US$(1)
|
| |||||||||
Selected consolidated balance sheet data
|
| | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | 682,820,789 | | | | | | 469,842,783 | | | | | | 73,728,584 | | |
Non-current assets
|
| | | | 262,008,756 | | | | | | 140,319,805 | | | | | | 22,019,239 | | |
Total assets
|
| | | | 944,829,545 | | | | | | 610,162,588 | | | | | | 95,747,823 | | |
Current liabilities
|
| | | | 176,680,478 | | | | | | 152,312,966 | | | | | | 23,901,227 | | |
Non-current liabilities
|
| | | | 10,954,883 | | | | | | 11,903,096 | | | | | | 1,867,855 | | |
Total liabilities
|
| | | | 187,635,361 | | | | | | 164,216,062 | | | | | | 25,769,082 | | |
Total shareholders’ equity
|
| | | | 757,194,184 | | | | | | 445,946,526 | | | | | | 69,978,741 | | |
Total liabilities and shareholders’ equity
|
| | | | 944,829,545 | | | | | | 610,162,588 | | | | | | 95,747,823 | | |
|
Purchaser
|
| |
Purchase Date
|
| |
Total Number of
ADSs Purchased |
| |
Price Paid
Per ADS |
| |||
|
Baoli Ma
|
| |
July 8, 2020
|
| | | | 312,500 | | | |
US$16.00
|
|
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Total
Ordinary Shares |
| |
% of Total
Ordinary Shares |
| |
% of
Aggregate Voting Power† |
| |||||||||||||||
Directors and Executive Officers**: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Baoli Ma(1)
|
| | | | 833,933.0 | | | | | | 5,114,840 | | | | | | 5,948,773 | | | | | | 31.3% | | | | | | 67.4% | | |
Shengwen (Roy) Rong
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Wenjie (Jenny) Wu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Weiru Chen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guojie Shi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Alfred Chung-Chieh Ying
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Junchen Sun
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Liang Zhao
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
Yuanchen (Calvin) Liu
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | | | | | * | | |
All Directors and Executive Officers as a
Group |
| | | | 994,842.0 | | | | | | 5,114,840 | | | | | | 6,109,682.0 | | | | | | 31.9% | | | | | | 67.8% | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
BlueCity Media Limited(2)
|
| | | | 571,677.5 | | | | | | 5,114,840 | | | | | | 5,686,517.5 | | | | | | 30.3% | | | | | | 66.7% | | |
Shunwei Ventures III Limited(3)
|
| | | | 938,890 | | | | | | — | | | | | | 938,890 | | | | | | 5.0% | | | | | | 2.4% | | |
CDH entities***(4)
|
| | | | 1,423,186 | | | | | | — | | | | | | 1,423,186 | | | | | | 7.6% | | | | | | 3.6% | | |
Liberty Hero Limited(5)
|
| | | | 1,150,862 | | | | | | — | | | | | | 1,150,862 | | | | | | 6.1% | | | | | | 2.9% | | |
| | | | | |
Page
|
| |||
ARTICLE VIII CONDITIONS TO CONSUMMATION OF THE MERGER | | | | | A-45 | | | |||
Section 8.01 | | | | | | | A-45 | | | |
Section 8.02 | | | | | | | A-45 | | | |
Section 8.03 | | | | | | | A-46 | | | |
Section 8.04 | | | | | | | A-46 | | | |
ARTICLE IX TERMINATION | | | | | A-46 | | | |||
Section 9.01 | | | | | | | A-46 | | | |
Section 9.02 | | | | | | | A-47 | | | |
ARTICLE X MISCELLANEOUS | | | | | A-49 | | | |||
Section 10.01 | | | | | | | A-49 | | | |
Section 10.02 | | | | | | | A-50 | | | |
Section 10.03 | | | | | | | A-50 | | | |
Section 10.04 | | | | | | | A-50 | | | |
Section 10.05 | | | | | | | A-51 | | | |
Section 10.06 | | | | | | | A-51 | | | |
Section 10.07 | | | | | | | A-51 | | | |
Section 10.08 | | | | | | | A-51 | | | |
Section 10.09 | | | | | | | A-52 | | | |
Section 10.10 | | | | | | | A-52 | | | |
Section 10.11 | | | | | | | A-52 | | |
| SCHEDULES AND EXHIBITS | | |||
| Schedule I | | | List of Rollover Shareholders | |
| Exhibit A | | | Plan of Merger | |
| Adverse Recommendation Change | | |
Section6.02(c)
|
|
| Agreement | | |
Preamble
|
|
| Alternative Acquisition Agreement | | |
Section6.02(c)
|
|
| Arbitrator | | |
Section10.08(b)
|
|
| Assumed Option | | |
Section3.03(b)
|
|
| Base Premium | | |
Section7.05(d)
|
|
| Benefit Plan | | |
Section4.15(b)
|
|
| BlueCity Holdings Limited | | |
Section2.06
|
|
| Closing | | |
Section2.02
|
|
| Closing Date | | |
Section2.02
|
|
| Company | | |
Preamble
|
|
| Company Board | | |
Recitals
|
|
| Company Board Recommendation | | |
Recitals
|
|
| Company Equity Interests | | |
Section4.02(b)
|
|
| Company Group | | |
Section9.02(h)
|
|
| Company Termination Fee | | |
Section9.02(e)
|
|
| Competing Proposal | | |
Section6.02(g)
|
|
| Covered Persons | | |
Section7.05(a)
|
|
| Deposit Agreement | | |
Section3.05
|
|
| Depositary | | |
Section3.05
|
|
| Dissenting Shareholders | | |
Section3.06(a)
|
|
| Dissenting Shares | | |
Section3.06(a)
|
|
| Effective Time | | |
Section2.03
|
|
| Enforceability Exceptions | | |
Section4.03
|
|
| Equity Commitment Letter | | |
Section5.05(a)
|
|
| Equity Financing | | |
Section5.05(a)
|
|
| Exchange Ratio | | |
Section3.03(b)
|
|
| Financial Statements | | |
Section4.06(b)
|
|
| HKIAC | | |
Section10.08(b)
|
|
| HKIAC Rules | | |
Section10.08(b)
|
|
| Indemnification Agreements | | |
Section7.05(a)
|
|
| Insurance Policies | | |
Section4.18
|
|
| Intervening Event | | |
Section6.02(e)
|
|
| Legal Proceeding | | |
Section5.08
|
|
| Limited Guarantee | | |
Recitals
|
|
| Material Contracts | | |
Section4.16(a)(xiv)
|
|
| Merger | | |
Recitals
|
|
| Merger Consideration | | |
Section3.02(a)
|
|
| Merger Consideration Fund | | |
Section3.02(a)
|
|
| Merger Sub | | |
Preamble
|
|
| Nasdaq | | |
Section4.02(c)
|
|
| Non-Required Remedy | | |
Section7.02(d)
|
|
| Operating Subsidiary | | |
Section4.16(a)(xi)
|
|
| Parent | | |
Preamble
|
|
| Parent Group | | |
Section9.02(h)
|
|
| Parent Termination Fee | | |
Section9.02(f)
|
|
| Parties | | |
Preamble
|
|
| Party | | |
Preamble
|
|
| Paying Agent | | |
Section3.02(a)
|
|
| Per ADS Merger Consideration | | |
Section3.01(b)
|
|
| Per Share Merger Consideration | | |
Section3.01(a)
|
|
| Plan of Merger | | |
Section2.03
|
|
| PRC Subsidiaries | | |
Section4.09(a)
|
|
| Proxy Statement | | |
Section4.05
|
|
| Record ADS Holders | | |
Section6.04(a)
|
|
| Record Date | | |
Section6.04(a)
|
|
| Registrar of Companies | | |
Section2.03
|
|
| Rollover Shareholders | | |
Recitals
|
|
| Sarbanes-Oxley Act | | |
Section4.06(a)
|
|
| Schedule 13E-3 | | |
Section6.03(a)
|
|
| SEC Documents | | |
Section4.06(a)
|
|
| Securities Act | | |
Section4.06(a)
|
|
| Share Certificates | | |
Section3.02(b)(i)
|
|
| Social Insurance | | |
Section4.15(k)
|
|
| Special Committee | | |
Recitals
|
|
| Superior Proposal | | |
Section6.02(h)
|
|
| Support Agreement | | |
Recitals
|
|
| Surviving Company | | |
Section2.01
|
|
| Takeover Statute | | |
Section4.23
|
|
| Tax Returns | | |
Section4.13(a)
|
|
| Transaction Litigation | | |
Section7.08
|
|
| Transactions | | |
Recitals
|
|
| U.S. GAAP | | |
Section4.06(b)
|
|
| Uncertificated Shares | | |
Section3.02(b)(i)
|
|
| VIE Contracts | | |
Section4.09(c)
|
|
| | | | BlueCity Holdings Limited | | |||
| | | | By: | | |
/s/ Wenjie (Jenny) Wu
Name: Wenjie (Jenny) Wu
Title: Director |
|
| | | | Multelements Limited | | |||
| | | | By: | | |
/s/ Baoli Ma
Name: Baoli Ma
Title: Director |
|
| | | | Diversefuture Limited | | |||
| | | | By: | | |
/s/ Baoli Ma
Name: Baoli Ma
Title: Director |
|
|
SIGNED for and on behalf of Diversefuture Limited:
|
| | ) | | |
Duly Authorised Signatory
|
|
| | | | ) | | | | |
| | | | ) | | |
Name:
|
|
| | | | ) | | | | |
| | | | ) | | |
Title:
|
|
| | | | ) | | | | |
| | | | ) | | | | |
|
SIGNED for and on behalf of BlueCity Holdings Limited:
|
| | ) | | |
Duly Authorised Signatory
|
|
| | | | ) | | | | |
| | | | ) | | |
Name:
|
|
| | | | ) | | | | |
| | | | ) | | |
Title:
|
|
| | | | ) | | | | |
| | | | ) | | | | |
|
SIGNED for and on behalf of Diversefuture Limited:
|
| | ) | | |
Duly Authorised Signatory
|
|
| | | | ) | | | | |
| | | | ) | | |
Name:
|
|
| | | | ) | | | | |
| | | | ) | | |
Title:
|
|
| | | | ) | | | | |
| | | | ) | | | | |
|
SIGNED for and on behalf of BlueCity Holdings Limited:
|
| | ) | | |
Duly Authorised Signatory
|
|
| | | | ) | | | | |
| | | | ) | | |
Name:
|
|
| | | | ) | | | | |
| | | | ) | | |
Title:
|
|
| | | | ) | | | | |
| | | | ) | | | | |
|
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April 30, 2022
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Special Committee of the Board of Directors
BlueCity Holdings Limited Block 2 Tower B Room 028 No. 22 Pingguo Shequ Bai Zi Wan Road, Chaoyang District, Beijing 100022 People’s Republic of China |
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Name
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Present Principal Employment
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Citizenship
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Baoli Ma | | | Founder, Chairman of the Board of Directors and Chief Executive Officer | | | PRC | |
Shengwen (Roy) Rong | | | Independent Director | | | United States | |
Wenjie (Jenny) Wu | | | Independent Director | | | Hong Kong | |
Weiru Chen | | | Independent Director | | | Singapore | |
Guojie Shi | | | Independent Director | | | PRC | |
Alfred Chung-Chieh Ying | | | Chief Strategy Officer | | |
Taiwan Province
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Junchen Sun | | | Chief Financial Officer | | | PRC | |
Liang Zhao | | | Chief Risk Officer | | | PRC | |
Yuanchen (Calvin) Liu | | | Chief Technology Officer | | | PRC | |
Directors
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Address
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Principal Occupation
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Citizenship
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Baoli Ma | | |
Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District, Beijing, People’s Republic of China
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Chairman of the Board and chief executive officer of the Company
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People’s Republic of China
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Jian Su | | |
CEC Development Mansion 12F, No 9 Xiaguangli, Chaoyang District, Beijing, People’s Republic of China
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Executive director of Newborn Town Inc.
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People’s Republic of China
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Directors
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Address
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Principal Occupation
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Citizenship
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Baoli Ma | | |
Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District, Beijing, People’s Republic of China
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Chairman of the Board and chief executive officer of the Company
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People’s Republic of China
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Jian Su | | |
CEC Development Mansion 12F, No 9 Xiaguangli, Chaoyang District, Beijing, People’s Republic of China
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Executive director of Newborn Town Inc.
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People’s Republic of China
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Directors
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Address
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Principal Occupation
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Citizenship
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Sabinah Clement | | |
Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands
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Director of Cantrust (Far East) Limited
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British Virgin Islands
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Shanica Maduro-Christopher | | |
Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands
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Director of Cantrust (Far East) Limited
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British Virgin Islands
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LAU Lai Sze
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3806 Central Plaza, 18 Harbour Road, Wanchai, Hong Kong
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Director of Cantrust (Far East) Limited
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Hong Kong
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Director
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Address
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Principal Occupation
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Citizenship
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Chunhe Liu | | |
CEC Development Mansion 12F, No 9 Xiaguangli, Chaoyang District, Beijing, People’s Republic of China
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Executive director of Newborn Town Inc.
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People’s Republic of China
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Directors
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Address
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Principal Occupation
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Citizenship
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William Shang Wi Hsu | | |
One Temasek Avenue, #18-02, Millenia Tower, Singapore 039192
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Chief Legal & Compliance Officer of CDH Investments
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Taiwan
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Ying Wei | | |
1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
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Managing partner of CDH Investments
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Hong Kong
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I/We, (Note 1)
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Please Print Name(s)
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Please Print Address(es)
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PROPOSALS
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FOR
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AGAINST
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ABSTAIN
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Proposal No. 1. | | |
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as a Special Resolution: | | | | | ||||||
THAT the Agreement and Plan of Merger, dated as of April 30, 2022 (the “Merger Agreement”), among the Company, Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Diversefuture Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which the Merger Sub will be merged with and into the Company, with the Company being the surviving company of the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent (the “Merger”) (such Merger Agreement being in the form attached as Annex A to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), the plan of merger required to be registered with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”) (such Plan of Merger being substantially in the form attached as Annex B to the proxy statement accompanying this notice of extraordinary general meeting and which will be produced and made available for inspection at the extraordinary general meeting), and the consummation of the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”) including (i) the Merger, (ii) upon the Merger becoming effective (the “Effective Time”), the variation of the authorized share capital of the Company from US$500,000
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PROPOSALS
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FOR
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AGAINST
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ABSTAIN
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divided into 5,000,000,000 Shares of a par value of US$0.0001 per Share , comprising of (i) 4,600,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 200,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and (iii) 200,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Board may determine in accordance with the existing memorandum and articles of association of the Company to US$50,000 divided into 50,000 ordinary shares of a par value of US$1.00 each (the “Variation of Capital”) and (iii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of the new memorandum and articles of association of the Company (as the Surviving Company) at the Effective Time of the Merger, in the form attached as Annexure 2 to the Plan of Merger (the “Adoption of Amended M&A”), be approved and authorized by the Company;
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Proposal No. 2. | | |
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as a Special Resolution: | | | | | ||||||
THAT each member of a special committee of the Board, composed solely of independent and disinterested directors of the Company (the “Special Committee”), be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, and upon the Merger becoming effective, the Variation of Capital and the Adoption of Amended M&A;
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Proposal No. 3. | | |
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If necessary, as an Ordinary Resolution: | | | | | ||||||
THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.
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Dated , 2022
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Signature(s) (Note 4)
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CUSIP:
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| | 09610L106 (DTC Eligible) | | |
ISIN: US09610L1061
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Country of Incorporation:
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| | Cayman Islands | | | ||
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Meeting Details:
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| | Extraordinary General Meeting | | | ||
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ADS Record Date:
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Voting Deadline:
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| | [Date] at 10:00 AM EST | | | ||
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Meeting Date:
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Meeting Agenda:
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| | The Company’s Notice of Meeting, including the Agenda, is available at the Company’s website: https://ir.blue-city.com/ | | |||
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Ratio (ORD:ADS):
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Exhibit (c) - (2)
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BlueCity Holdings Limited Fairness Analysis Presented to the Special Committee of Independent Directors Prepared by: Duff & Phelps Opinions Practice April 30, 2022 Private and Confidential The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Kroll, LLC. Exhibit (c) - (2) |
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Duff & Phelps Disclaimer • The following pages contain materials that are being provided by Kroll, LLC (“Duff & Phelps”), operating through its Duff & Phelps Opinions Practice, to the special committee of independent directors (the “Special Committee”) of the board of directors (the “Board of Directors”) (solely in its capacity as the Special Committee) of BlueCity Holdings Limited (the “Company”) in the context of a meeting of the Special Committee held to consider the Proposed Transaction (as defined herein). The accompanying materials are, and any Opinion (as defined herein) will be, compiled and presented on a confidential basis, solely for the use and benefit of the Special Committee in connection with its evaluation of the Proposed Transaction and may not be, in whole or in part, distributed to any other party, publicly disclosed, or relied upon for any other purpose without the prior written consent of Duff & Phelps or as otherwise provided in the engagement letter (including any amendment thereto) among Duff & Phelps, the Company, and the Special Committee. Because these materials were prepared for use in the context of an oral presentation to the Special Committee, whose members are familiar with the business and affairs of the Company, neither Duff & Phelps nor any of its respective legal or financial advisors or accountants, take any responsibility for the accuracy or completeness of any of the accompanying materials if used by persons other than the Special Committee. These materials are not intended to represent an Opinion and shall not be treated, construed, used or relied upon in any way as an Opinion. These materials are intended to serve as discussion materials for the Special Committee and as a summary of the basis upon which Duff & Phelps may render an Opinion, and are incomplete without reference to, and should be viewed solely in conjunction with, the discussion between Duff & Phelps and the Special Committee. The accompanying material does not, and any Opinion provided by Duff & Phelps would not: (i) address the merits of the underlying business decision to enter into the Proposed Transaction versus any alternative strategy or transaction; (ii) constitute a recommendation as to how the Special Committee, the Board of Directors or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Proposed Transaction, or whether to proceed with the Proposed Transaction or any related transaction; or (iii) create any fiduciary duty on the part of Duff & Phelps to any party. The information utilized in preparing this presentation was obtained from the Company and from public sources under the assumption that they are complete and accurate as of the date of provision. Duff & Phelps did not independently verify such information. Any estimates and forecasts contained herein have been prepared by or are based on discussions with the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation or warranty, whether as to the past or the future. No selected company or selected transaction used in our analysis is directly comparable to the Company or the Proposed Transaction. • • • • • • 2 |
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Table of Contents 1. Introduction and Transaction Overview 2. Valuation Analysis • Discounted Cash Flow Analysis • Selected Public Companies / M&A Transactions Analysis 3 |
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1. Introduction and Transaction Overview |
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Introduction and Transaction Overview The Engagement •Duff & Phelps was retained by the Company to serve as independent financial advisor to the Special Committee (solely in its capacity as such). •Specifically, Duff & Phelps has been asked to provide an opinion (the “Opinion”) as to the fairness, from a financial point of view, to (i) the holders of Class A ordinary shares, par value US$0.0001 per share, of the Company (each, a “Class A Share” or, collectively, the “Class A Shares”) and Class B ordinary shares, par value US$0.0001 per share, of the Company (each, a “Class B Share” or, collectively, the “Class B Shares”, and together with the Class A Shares, the “Shares”), other than the Excluded Shares, the Dissenting Shares and Class A Shares represented by ADSs (each as defined below), and (ii) the holders of American Depositary Shares of the Company, each two of which represent one Class A Share (each, an “ADS” and collectively, “ADSs”), other than ADSs representing the Excluded Shares, of the Merger Consideration (as defined below) to be received by such holders in the Proposed Transaction (as defined below) (without giving effect to any impact of the Proposed Transaction on any particular holder of Shares or ADSs other than in its capacity as a holder of Shares or ADSs). Proposed Transaction • It is Duff & Phelps’ understanding that the Company, Multelements Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”), and Diversefuture Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), propose to enter into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, the latest draft of which Duff & Phelps has reviewed is dated April 30, 2022. Pursuant to the Merger Agreement, among other things, Merger Sub will merge with and into the Company and cease to exist, with the Company surviving the merger and becoming a wholly owned subsidiary of Parent as a result of the merger. In connection with such merger, (i) each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares and Class A Shares represented by ADSs) shall be cancelled in exchange for the right to receive US$3.20 in cash per Share without interest (the “Per Share Merger Consideration”) and (ii) each ADS issued and outstanding immediately prior to the Effective Time (other than ADSs representing the Excluded Shares), together with the underlying Class A Shares represented by such ADSs, shall be cancelled in exchange for the right to receive US$1.60 in cash per ADS without interest (the “Per ADS Merger Consideration”, and together with the Per Share Merger Consideration, the “Merger Consideration”) (collectively, the “Proposed Transaction”). • • The terms and conditions of the Proposed Transaction are more fully set forth in the Merger Agreement. For purposes of this Opinion, (i) “Excluded Shares” shall mean, collectively, (a) the Rollover Shares, (b) any other Shares (including Class A Shares represented by ADSs) held by Parent, Merger Sub, the Company or any of their respective Subsidiaries, and (c) Shares (including Class A Shares represented by ADSs) held by the Depositary, the Company and the Company’s Representatives, and reserved for issuance, settlement and allocation upon exercise or vesting of Company Options; and (ii) “Effective Time”, “Dissenting Shares”, “Rollover Shares”, “Subsidiaries”, “Depositary”, “Representatives”, and “Company Options” shall have the meanings set forth in the Merger Agreement. 5 |
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Introduction and Transaction Overview Scope of Analysis Duff & Phelps has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Duff & Phelps’ procedures, investigations, and financial analysis with respect to the preparation of its analysis included, but were not limited to, the items summarized below: • Reviewed the following documents: – The Company’s annual reports and audited financial statements on Form 20-F filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2018 through December 31, 2020 and the Company’s unaudited financial statements for the year ended December 31, 2021 included in the Company’s Form 6-K filed with the SEC; Certain unaudited and segment financial information for the Company for the years ended December 31, 2018 through December 31, 2021, provided by the management of the Company; A detailed financial projection model for the Company for the years ending December 31, 2022 through December 31, 2030, prepared and provided to Duff & Phelps by the management of the Company, upon which Duff & Phelps has relied, with the Company’s and the Special Committee’s consent, in performing its analysis (collectively, the “Management Projections”); – – – Other internal documents relating to the history, current operations, and probable future outlook of the Company, provided to Duff & Phelps by the management of the Company; A letter dated April 29, 2022 from the management of the Company, which made certain representations as to historical financial information for the Company, the Management Projections and the underlying assumptions of such projections (the “Management Representation Letter”); – – – – A draft of the Merger Agreement dated as of April 30, 2022; A draft of the Interim Investors Agreement by and among Parent, Merger Sub and the other parties thereto dated as of April 30, 2022; and A draft of the Support Agreement by and among Parent and certain shareholders of the Company listed in Schedule A thereto dated as of April 30, 2022; (the Merger Agreement, Interim Investors Agreement and Support Agreement as referenced above, collectively, the “Transaction Documents”); 6 |
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Introduction and Transaction Overview Scope of Analysis • Discussed the information referred to on the previous page and the background and other elements of the Proposed Transaction with the management of the Company; Discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business; Reviewed the historical trading price and trading volume of the ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant; Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis, an analysis of selected public companies that Duff & Phelps deemed relevant, and an analysis of selected transactions that Duff & Phelps deemed relevant; and Conducted such other analyses and considered such other factors as Duff & Phelps deemed appropriate. • • • • 7 |
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Introduction and Transaction Overview Ownership Summary BlueCity Holdings Limited - Ownership Class A Ordinary Shares (1) Class B Ordinary Shares (1) ADSs Equivalent (1) % of Ownership % of Voting Rights (2) ADSs Equivalent As-converted % of Diluted Ownership Current Shareholders Buyer Consortium Ma, Baoli (Founder, Chairman of the Board & CEO) Metaclass Management ELP (3) Buyer Consortium 533,734.5 - 5,114,840.0 - 11,297,149.0 - 30.2% 0.0% 66.6% 0.0% 11,373,035.0 - 29.7% 0.0% 533,734.5 5,114,840.0 11,297,149.0 30.2% 66.6% 11,373,035.0 29.7% Rollover Shareholders CDH Investment Management Company Limited Rollover Shareholders 1,423,186.0 - 2,846,372.0 7.6% 3.6% 2,846,372.0 7.4% 1,423,186.0 - 2,846,372.0 7.6% 3.6% 2,846,372.0 7.4% Other Management and Directors 152,677.0 - 305,354.0 0.8% 0.4% 305,354.0 0.8% Institutional Investors Shunwei Ventures III Limited Liberty Hero Limited NewQuest Asia Investments III Limited UG Investment Advisers Ltd. Arcadia Investment Limited Truly Delight Limited & Prince Profit International Limited China Prosperity Capital Alpha Limited FH Priolo Limited & FH Saltator Limited A-Fund, L.P. NOVA FORTUNE LIMITED Top 10 Institutional Investors 1,862,069.0 1,150,862.0 772,074.0 720,600.0 667,497.0 371,095.0 310,464.0 288,240.0 268,556.0 156,700.0 - - - - - - - - - - 3,724,138.0 2,301,724.0 1,544,148.0 1,441,200.0 1,334,994.0 742,190.0 620,928.0 576,480.0 537,112.0 313,400.0 9.9% 6.1% 4.1% 3.8% 3.6% 2.0% 1.7% 1.5% 1.4% 0.8% 4.8% 2.9% 2.0% 1.8% 1.7% 0.9% 0.8% 0.7% 0.7% 0.4% 3,724,138.0 2,301,724.0 1,544,148.0 1,441,200.0 1,334,994.0 742,190.0 620,928.0 576,480.0 537,112.0 313,400.0 9.7% 6.0% 4.0% 3.8% 3.5% 1.9% 1.6% 1.5% 1.4% 0.8% 6,568,157.0 - 13,136,314.0 35.1% 16.8% 13,136,314.0 34.3% Total Institutional Investors 6,645,773.0 4,863,265.0 - - 13,291,546.0 9,726,530.0 35.5% 26.0% 17.0% 12.4% 13,291,546.0 9,726,530.0 34.7% 25.4% Public Investors and Others Total Shares Outstanding (4) 13,618,635.5 5,114,840.0 37,466,951.0 100.0% 100.0% 37,542,837.0 97.9% Options In-the-Money at Offer Price (5) 442,760.0 - 885,520.0 809,634.0 2.1% Diluted Ownership (1) (2) Every two ADSs represent one Class A ordinary share. Each Class B ordinary share is convertible into one Class A ordinary share. The holders of Class A ordinary shares shall have one vote in respect of each Class A ordinary share held and the holders of Class B ordinary shares shall have five votes in respect of each Class B ordinary share held. Metaclass Management ELP is an affiliate of Spriver Tech Limited. Shares outstanding information provided by the management of the Company, reflecting (i) 13,618,635.5 Class A ordinary shares and (ii) 5,114,840 Class B ordinary shares outstanding. Reflects 442,760 Company Options outstanding granted pursuant to the Company's 2015 Stock Incentive Plan, among which Mr. Ma owns 37,943. Excludes Company Options granted pursuant to the Company's 2020 Stock Incentive Plan or 2021 Stock Incentive Plan, of which vested options will be assumed by Parent and automatically converted into options for ordinary shares of Parent. (3) (4) (5) Source: Company filings, Capital IQ, the management of the Company. 8 Diluted ADSs Outstanding at Offer Price14,061,395.55,114,840.038,352,471.038,352,471.0100.00% |
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Introduction Trading Analysis and Transaction Overview BlueCity Holdings Limited - Trading History April 20, 2021 to April 28, 2022 BlueCity Holdings Limited Historical Trading Metrics (in thousands, except per ADS) During one year prior to offer Post Offer $3.78 $8.68 $1.13 226.1 0.6% 1.2% $1.30 $1.36 $1.24 46.8 0.1% 0.2% Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float Source: Capital IQ, SEC filings, press releases. Average Closing Price High Low Average Volume % of Shares Issued and Outstanding % of Float 9 |
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Introduction and Transaction Overview Proposed Transaction BlueCity Holdings Limited - Offer Price Premium Relative To BlueCity Holdings Limited - Implied Multiples (USD in millions, except per ADS data) ADS Price Implied Premium Offer $1.60 Diluted ADSs Issued and Outstanding (millions) 38.4 ADS price as of 4/28/22 $1.26 27.0% One-day prior (4/14/22) $1.37 16.8% Less: Proceeds from exercise of in-the-money options Less: Cash and cash equivalents Less: Other non-current assets (0.0) (52.8) (0.5) One-week prior (4/8/22) $1.38 15.9% 30-days trailing VWAP prior to April 18, 2022 $1.32 21.2% 60-days trailing VWAP prior to April 18, 2022 $1.39 15.4% 90-days trailing VWAP prior to April 18, 2022 $1.67 (4.3%) Implied Offer Multiples: EV / 2021 Revenue EV / 2022 Revenue EV / 2023 Revenue $162 $161 $200 0.05x 0.05x 0.04x Source: Capital IQ. Note: Balance sheet data as of December 31, 2021. Financial performance metrics presented are adjusted to exclude public company costs and non-recurring items as provided by the management of the Company. 10 Offer Price$1.60 Implied Enterprise Value$8.1 Implied Equity Value$61.4 |
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Introduction and Transaction Overview Valuation Summary Valuation Summary (RMB in thousands, except per ADS values or otherwise noted) Low High Plus: Proceeds from Exercise of Options (1) Plus: Cash and Cash Equivalents Plus: Other Non-current Assets 29 349,786 3,177 29 349,786 3,177 - - Diluted ADSs Issued and Outstanding (1) Value Per ADS Range (RMB) RMB to USD FX rate (as of 4/28/2022) 38,352,471 ¥8.97 6.63 - - - 38,352,471 ¥10.12 6.63 Offer Price Implied Valuation Multiples EV / 2021 Revenue EV / 2022 Revenue EV / 2023 Revenue NM NM NM - - - 0.03x 0.03x 0.03x 0.05x 0.05x 0.04x Note: Balance sheet data as of December 31, 2021. Financial performance metrics presented are adjusted to exclude public company costs and non-recurring items as provided by the management of the Company. (1) Reflects 442,760 outstanding Company Options granted pursuant to the Company's 2015 Stock Incentive Plan per the management of the Company. Excludes Company Options granted pursuant to the Company's 2020 Stock Incentive Plan or 2021 Stock Incentive Plan, of which vested options will be assumed by Parent and automatically converted into options for ordinary shares of Parent. 11 $1.60 Value Per ADS Range (USD) $1.35 -$1.53 Equity Value Range¥343,992 -¥387,992 Equity Value Range (USD) $51,912 -$58,552 Enterprise Value Range-¥9,000-¥35,000 |
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2. Valuation Analysis |
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Valuation Analysis Historical and Projected Financial Performance Historical and Projected Financial Performance (RMB in thousands) Management Projections 2018A 2019A 2020A 2021A 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P ¥457,778 NA ¥671,411 46.7% ¥868,946 29.4% ¥820,826 (5.5%) ¥764,246 (6.9%) ¥888,062 16.2% ¥959,237 8.0% ¥1,023,959 6.7% ¥1,080,942 5.6% ¥1,133,087 4.8% ¥1,183,877 4.5% ¥1,235,873 4.4% ¥1,280,971 3.6% Live Streaming Services Growth ¥4,717 NA ¥36,738 678.9% ¥71,227 93.9% ¥128,809 80.8% ¥150,115 16.5% ¥178,061 18.6% ¥206,000 15.7% ¥235,189 14.2% ¥265,818 13.0% ¥296,902 11.7% ¥328,838 10.8% ¥362,231 10.2% ¥398,009 9.9% Membership Services Growth Advertising Services Growth ¥32,920 NA ¥35,384 7.5% ¥45,453 28.5% ¥53,881 18.5% ¥34,864 (35.3%) ¥37,941 8.8% ¥40,504 6.8% ¥42,717 5.5% ¥44,529 4.2% ¥46,083 3.5% ¥47,270 2.6% ¥48,448 2.5% ¥49,591 2.4% ¥5,877 NA ¥15,355 161.3% ¥45,697 197.6% ¥73,075 59.9% ¥117,242 60.4% ¥224,005 91.1% ¥301,099 34.4% ¥323,540 7.5% ¥346,218 7.0% ¥369,299 6.7% ¥394,463 6.8% ¥420,666 6.6% ¥447,803 6.5% Others Growth ¥501,292 NA ¥758,888 51.4% ¥1,031,323 35.9% ¥1,076,591 4.4% ¥1,066,467 (0.9%) ¥1,328,069 24.5% ¥1,506,841 13.5% ¥1,625,406 7.9% ¥1,737,506 6.9% ¥1,845,372 6.2% ¥1,954,448 5.9% ¥2,067,218 5.8% ¥2,176,373 5.3% Total Revenue Growth -¥96,465 (19.2%) NA -¥58,231 (7.7%) NM -¥201,837 (19.6%) NM -¥150,281 (14.0%) NM -¥94,270 (8.8%) NM -¥60,516 (4.6%) NM -¥30,457 (2.0%) NM -¥5,717 (0.4%) NM ¥14,604 0.8% NM ¥31,828 1.7% 117.9% ¥45,381 2.3% 42.6% ¥65,473 3.2% 44.3% ¥82,601 3.8% 26.2% EBITDA (1) Margin % Growth ¥3,500 0.7% ¥5,882 0.8% ¥10,721 1.0% ¥10,266 1.0% ¥6,391 0.6% ¥7,959 0.6% ¥9,030 0.6% ¥9,741 0.6% ¥10,413 0.6% ¥11,059 0.6% ¥11,713 0.6% ¥12,388 0.6% ¥13,043 0.6% Capital Expenditures % of Net Revenue -¥43,047 -8.6% -¥70,194 -9.2% -¥105,610 -10.2% -¥34,551 -3.2% -¥44,481 -4.2% -¥41,615 -3.1% -¥48,157 -3.2% -¥54,906 -3.4% -¥61,974 -3.6% -¥69,068 -3.7% -¥76,287 -3.9% -¥83,690 -4.0% -¥91,433 -4.2% Working Capital % of Net Revenue (1) EBITDA is adjusted to exclude public company costs and non-recurring items as provided by the management of the Company. Source: Company filings, the management of the Company. 13 |
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Valuation Analysis Discounted Cash Flow Analysis – Methodology and Key Assumptions Discounted Cash Flow Methodology • • • • Duff & Phelps performed a discounted cash flow analysis of the projected unlevered free cash flows. Unlevered free cash flow is defined as cash generated by the business that is available to either reinvest or to distribute to security holders. Projected free cash flows are discounted to the present using a discount rate which reflects their relative risk. The discount rate is equivalent to the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles. Discounted Cash Flow Key Assumptions • Duff & Phelps utilized and relied upon the Management Projections for the fiscal years ending December 31, 2022 through 2030 (excluding public company expenses, as provided by the management of the Company), discussions with the management of the Company, and a review of the Company’s historical performance and other factors to develop the DCF analysis. Beyond the projection period, Duff & Phelps estimated the “terminal value” using a perpetuity formula. Duff & Phelps discounted the resulting free cash flows and terminal value using a weighted average cost of capital range of 16.0% to 18.0%, derived from the Capital Asset Pricing Model. The following is a summary of the Management Projections utilized in the discounted cash flow analysis: • • • – – – – Revenue increases at a compound annual growth rate (“CAGR”) of 9.3% from 2022 to 2030. EBITDA is projected to be negative from 2022 to 2025 and to turn positive in 2026, with EBITDA margin projected to reach 3.8% by 2030. Capital expenditures averages 0.6% of revenue from 2022 to 2030. Net working capital averages -3.7% of revenue from 2022 to 2030. 14 |
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Valuation Analysis DCF Analysis Summary Discounted Cash Flow Analysis (RMB in thousands) Terminal Year 2021A 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P 2030P ¥1,076,591 4.4% -¥150,281 (14.0%) NM ¥1,066,467 (0.9%) -¥94,270 (8.8%) NM ¥1,328,069 24.5% -¥60,516 (4.6%) NM ¥1,506,841 13.5% -¥30,457 (2.0%) NM ¥1,625,406 7.9% -¥5,717 (0.4%) NM ¥1,737,506 6.9% ¥14,604 0.8% NM ¥1,845,372 6.2% ¥31,828 1.7% 117.9% ¥1,954,448 5.9% ¥45,381 2.3% 42.6% ¥2,067,218 5.8% ¥65,473 3.2% 44.3% ¥2,176,373 5.3% ¥82,601 3.8% 26.2% ¥2,176,373 Total Revenue Growth ¥82,601 3.8% EBITDA (1) Margin Growth -¥107,852 0 -¥76,228 0 -¥45,237 0 -¥20,468 0 ¥1,225 0 ¥17,784 0 ¥30,679 0 ¥53,753 0 ¥70,220 (9,950) ¥70,211 (14,042) Earnings Before Interest and Taxes (1) Pro Forma Taxes Net Operating Profit After Tax (107,852) (76,228) (45,237) (20,468) 1,225 17,784 30,679 53,753 60,270 56,169 Depreciation Amortization Capital Expenditures (Increase) / Decrease in Working Capital Free Cash Flow (2) 4,833 8,748 (6,391) 9,930 8,238 7,474 (7,959) (2,866) 8,529 6,250 (9,030) 6,542 11,111 3,640 (9,741) 6,748 9,739 3,640 (10,413) 7,068 10,404 3,640 (11,059) 7,094 11,061 3,640 (11,713) 7,219 11,720 0 (12,388) 7,403 12,381 0 (13,043) 7,743 12,391 0 (13,043) 4,354 -¥90,731 -¥71,341 -¥32,945 -¥8,709 ¥11,259 ¥27,863 ¥40,887 ¥60,488 ¥67,351 ¥59,871 Enterprise Value Range Low High Terminal Growth Rate Weighted Average Cost of Capital 5.00% 18.00% 5.00% 16.00% Implied Valuation Multiples EV / 2021 Revenue EV / 2022 Revenue EV / 2023 Revenue ¥1,076,591 ¥1,066,467 ¥1,328,069 NM NM NM 0.03x 0.03x 0.03x (1) EBITDA and EBIT are adjusted to exclude public company costs and non-recurring items as provided by the management of the Company. (2) Prior to application of 10% dividend withholding tax, which is calculated based on levered cash flows and discounted separately at the applicable discount rate and included in the concluded enterprise value range. 15 Enterprise Value Range-¥9,000 ¥35,000 |
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Valuation Analysis Selected Public Companies / M&A Transactions Analysis Methodology Selected Public Companies Analysis •Duff & Phelps selected eleven publicly traded companies that were deemed relevant to its analysis. •Duff & Phelps analyzed the financial performance of each of the publicly traded companies. Duff & Phelps then analyzed the selected public companies’ trading multiples, including enterprise value to revenue, enterprise value to EBITDA, price to book value and price to tangible book value. Selected M&A Transactions Analysis •Duff & Phelps also reviewed certain merger and acquisition transactions involving target companies that were deemed relevant to its analysis and computed the implied valuation multiples for such transactions. Due to the limited comparability of the financial metrics of the selected public companies and the targets in the selected M&A transactions relative to those of the Company, rather than applying a range of selected multiples from a review of the public companies and M&A transactions, Duff & Phelps reviewed various valuation multiples for the Company implied by the valuation range determined from the DCF analysis in the context of the Company’s relative size, forecasted growth in revenue and profits, profit margins, capital spending, revenue mix, and other characteristics that we deemed relevant. None of the companies utilized for comparative purposes in the following analysis are directly comparable to the Company, and none of the transactions utilized for comparative purposes in the following analysis are directly comparable to the Proposed Transaction. Duff & Phelps does not have access to non-public information of any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Company and the Proposed Transaction cannot rely solely upon a quantitative review of the selected companies and selected transactions, and involves complex considerations and judgments concerning differences in financial and operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company. Therefore, the Selected Public Companies / Selected M&A Transactions Analysis is subject to certain limitations. 16 |
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Valuation Analysis Selected Public Companies Analysis – Financial Metrics Selected Public Companies Analysis As of April 28, 2022 COMPANY INFORMATION REVENUE GROWTH EBITDA GROWTH EBITDA MARGIN 3-YR CAGR 3-YR CAGR 3-YR AVG Company Name 2021 2022 2023 2024 2021 2022 2023 2024 2021 2022 2023 2024 Kuaishou Technology Bilibili Inc. Tencent Music Entertainment Group Weibo Corporation Scienjoy Holding Corporation (1) Zhihu Inc. Inke Limited DouYu International Holdings Limited Hello Group Inc. HUYA Inc. JOYY Inc. 58.7% 67.4 18.1 9.5 NA NA 33.5 72.0 2.8 70.9 2.6 37.9% 61.5 7.2 33.6 57.4 118.9 85.4 -5.4 -3.0 4.0 36.2 21.8% 30.5 -12.0 7.8 NA 59.3 NA -20.8 -1.8 -5.6 10.2 23.5% 31.2 -0.4 9.9 NA 53.1 NA 5.0 7.2 5.7 10.3 18.0% 28.7 3.3 6.1 NA 54.7 NA 2.0 6.4 12.1 8.2 NM NM 22.5% 5.6 NA NM -3.9 NA -13.5 NA NM NM NM -15.7% 39.6 2.1 NM 719.9 NA -21.6 -80.0 NM NM NM -10.4% 1.8 NA NM NA NA -26.2 NA NM NM NM -17.2% 15.9 NA NM NA NA 15.2 NA 60.2 NM NM -0.9 12.7% NA NM NA NA 3.4 NA -4.7 -11.5% -12.8 15.8 33.5 16.1 -81.4 2.8 -6.3 19.3 4.3 -5.9 -28.7% -20.6 12.9 33.3 12.5 -46.3 6.0 -5.4 15.6 1.5 -5.2 -23.9% -17.0 13.1 31.5 NA -26.0 NA -5.8 11.7 -3.8 3.9 -13.7% -4.9 10.9 33.2 NA -16.7 NA -4.6 12.6 -2.2 5.6 -0.9% 3.8 10.5 35.3 NA -8.7 NA -6.0 12.2 -0.2 4.9 CAGR = Compounded Annual Growth Rate EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Note: The Company’s EBITDA is adjusted to exclude public company costs and non-recurring items as provided by Company management. (1) 2021 metrics shown reflect latest twelve months information available for Scienjoy Holding Corporation. Source: Capital IQ, Bloomberg, SEC filings, annual and interim reports. 17 BlueCity Holdings Limited29.0% 4.4% -0.9% 24.5% 13.5% NM NM NM NM NM -13.7% -14.0% -8.8% -4.6% -2.0% Mean37.3% 39.4% 9.9% 16.2% 15.5% 2.7% 107.4% -11.6% 18.5% 2.6% -2.4% -2.2% -1.8% 2.2% 5.6% Median33.5% 36.2% 7.8% 9.9% 8.2% 0.8% -6.8% -10.4% 15.5% 1.3% 2.8% 1.5% -3.8% -2.2% 3.8% |
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Valuation Analysis Selected Public Companies Analysis – Valuation Multiples Selected Public Companies Analysis As of April 28, 2022 (US$ in millions, except per share data) STOCK PRICE AS A MULTIPLE OF COMPANY INFORMATION MARKET DATA ENTERPRISE VALUE AS MULTIPLE OF Common Stock Price (Primary) on 4/28/2022 Tangible Book Value per Share Book Value per Share % of 52-Market Week High Capitalization Enterprise Value 2021 EBITDA 2022 EBITDA 2023 EBITDA 2024 EBITDA 2021 Revenue 2022 Revenue 2023 Revenue 2024 Revenue Company Name Kuaishou Technology Bilibili Inc. Tencent Music Entertainment Group Weibo Corporation Scienjoy Holding Corporation (1) Zhihu Inc. Inke Limited DouYu International Holdings Limited Hello Group Inc. HUYA Inc. JOYY Inc. $7.81 22.17 4.07 21.08 3.04 1.57 0.17 1.63 4.53 3.84 38.40 21.9% 17.2 21.8 60.1 31.5 1.9 44.5 15.5 5.5 20.1 39.0 $33,303 8,660 6,899 5,027 106 995 327 529 899 914 2,828 $28,520 5,814 2,412 1,480 49 (110) (196) (613) (874) (852) (1,535) NM NM 3.9x 2.0 1.6 NM NM NM NM NM NM NM NM 4.3x 1.9 NA NM NA NM NM NM NM NM NM 5.2x 1.7 NA NM NA NM NM NM NM NM 23.9x 5.2 1.5 NA NM NA NA NM NA NA 2.33x 1.99 0.51 0.66 0.20 NM NM NM NM NM NM 1.91x 1.52 0.58 0.61 NA NM NA NM NM NM NM 1.55x 1.16 0.58 0.55 NA NM NA NM NM NM NM 1.31x 0.90 0.57 0.52 NA NM NA NM NM NM NM 4.40x 2.57 0.90 1.36 0.93 0.74 0.54 0.53 0.58 0.57 0.52 4.51x 3.59 1.69 1.48 1.69 0.76 0.63 0.54 0.58 0.57 0.93 EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization Enterprise Value = [Market Capitalization + Management Equity + Debt + Finance Leases + Operating Leases (for IFRS/non-US GAAP companies only) + Preferred Stock + Non-Controlling Interest] - [Cash & Equivalents + Long-Term Investments + Net Non-Operating Assets] (1) 2021 multiples shown reflect latest twelve months information available for Scienjoy Holding Corporation. Source: Capital IQ, Bloomberg, SEC filings, annual and interim reports. 18 Mean25.4% $5,499 $3,100 2.5x 3.1x 3.4x 10.2x 1.14x 1.16x 0.96x 0.83x 1.24x 1.54x Median21.8% $995 ($110) 2.0x 3.1x 3.4x 5.2x 0.66x 1.07x 0.87x 0.73x 0.74x 0.93x |
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Valuation Analysis Selected M&A Transactions Analysis Selected M&A Transactions Analysis ($ in millions) Enterprise Value LTM Revenue LTM EBITDA EBITDA Margin EV / Revenue EV / EBITDA Announced Target Name Target Business Description Acquirer Name 8/23/2021 Resi Media LLC Operates as a video streaming platform. Pushpay Holdings Limited $150 $17 NA NA 8.83x NA Develops and provides an online video advertising platform for publishers and advertisers. 2/5/2021 SpotX, Inc. Magnite, Inc. $1,141 $171 $35 20.4% 6.66x 32.6x Develops and operates an online platform that allows users to stream professional-grade live video directly to Facebook, YouTube, LinkedIn, and other platforms. 1/7/2021 StreamYard, Inc. Hopin Ltd. $250 $30 NA NA 8.33x NA Domestic Video-Based Entertainment Live Streaming Business of JOYY Inc 11/16/2020 A live streaming social media platform business. Baidu, Inc. $3,600 $2,788 NA NA 1.29x NA Operates game live streaming platforms in the People’s Republic of China. 8/10/2020 HUYA Inc. Tencent Holdings Limited $4,396 $1,414 $80 5.7% 3.11x 54.9x Chairman of Board and Chief Executive Officer of SINA Corporation Operates as an online media company in the People’s Republic of China and internationally. 7/6/2020 SINA Corporation $3,187 $2,098 $485 23.1% 1.52x 6.6x 3/5/2020 The Meet Group, Inc. Provides interactive live-streaming solutions worldwide. Parship Group GmbH $506 $212 $33 15.5% 2.39x 15.4x Provides video broadcast and VoIP related products and services, including applications for live-broadcasting, vocal social media, and short video platforms. 3/4/2019 BIGO Technology Pte. Ltd. YY Inc. (nka:JOYY Inc.) $2,330 $440 NA NA 5.30x NA Publishes websites for women offering editorial and community content covering various areas of women’s lifestyle. Télévision Française 1 Société anonyme 1/18/2018 auFeminin.com $379 $139 $25 18.1% 2.73x 15.0x Source: Capital IQ, Bloomberg, company filings, press releases. 19 Mean4.46x 24.9x Median3.11x 15.4x |
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Valuation Analysis Selected Public Companies / M&A Transactions Analysis Summary Selected Public Companies / M&A Transactions Analysis Summary (RMB in thousands) Valuation Multiples Public Companies Median M&A Transactions Median Public Companies Range (1) Company Performance DCF Analysis Enterprise Value Range Metric Implied Multiples ¥1,076,591 ¥1,066,467 ¥1,328,069 EV / 2021 Revenue EV / 2022 Revenue EV / 2023 Revenue NM NM NM - - - 2.33x 1.91x 1.55x 0.66x 1.07x 0.87x 3.11x NA NA NM NM NM - - - 0.03x 0.03x 0.03x ¥436,822 ¥392,617 P / Book Value P / Tangible Book Value 0.52x 0.54x - - 4.40x 4.51x 0.74x 0.93x NA NA 0.79x 0.88x - - 0.89x 0.99x (1) “NM”, or not meaningful, shown for the low end of the range of enterprise value to revenue multiples, which reflects selected public companies with negative implied enterprise value. 20 -¥9,000-¥35,000 |
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KRCJLL About Kroll Krol l provides proprietary data, technology and i nsights to help our clients stay ahead of complex demands re l ated to risk, governance and growth. Our so l utions del iver a powerful competitive advantage, enabl i ng faster, smarter and more sustainable decisions. With 5,000 experts around the world, we create value and i mpact for ou r clients and communities. To learn mo re, visit www.krol l.com . M&A advisory, capital raising and secondary market advisory services in the United States are provided by Kroll Securities, LLC (member FINRA/SIPC). M&A advisory, capital raising and secondary market advisory seNices in the United Kingdom are provided by Kroll Securities Ltd., which is authorized and regulated by the Financial Conduct Authority (FCA). Valuation Advisory SeNices in India are provided by Duff & Phelps India Private Limited under a category 1merchant banker license issued by the Securities and Exchange Board of India. © 2022 Kroll, LLC. All rights reserved. |
Exhibit 107
Calculation of Filing Fee Tables
Schedule 13E-3
(Form Type)
BlueCity Holdings Limited
(Name of the Issuer and Name of Person Filing Statement)
Table 1 – Transaction Value
Transaction Valuation | Fee Rate | Amount
of Filing Fee | ||||||||||
Fees to Be Paid | $ | 48,799,217 | (1) | $ | 0.0000927 | (2) | $ | 4523.70 | (2) | |||
Fees Previously Paid | — | — | ||||||||||
Total Transaction Valuation | $ | 48,799,217 | ||||||||||
Total Fees Due for Filing | $ | 4523.70 | ||||||||||
Total Fees Previously Paid | — | |||||||||||
Total Fee Offsets | — | |||||||||||
Net Fee Due | $ | 4523.70 |
(1) | Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of US$3.20 for 14,814,871 issued and outstanding ordinary shares of the issuer subject to the transaction, and (b) the product of options to purchase 436,247.5 Class A Ordinary Shares subject to the transaction multiplied by US$3.19 per option share (which is the difference between the US$3.20 per share merger consideration and the weighted average exercise price of US$0.01 per share) ((a) and (b) together, the “Transaction Valuation”)). |
(2) | The amount of the filing fee calculated in accordance with the Exchange Act of 1934 equals $92.70 for each $1,000,000 of transaction value. The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act. |