IKKA Cayman : The board of directors of the company resolved to pass the equity acquisition

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Provided by: IKKA Holdings (Cayman) Limited
SEQ_NO	4	Date of announcement	2022/06/30	Time of announcement	18:36:28
Subject	The board of directors of the company resolved to pass the equity acquisition
Date of events	2022/06/30	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Cash acquisition and share exchange 2.Date of occurrence of the event:2022/06/30 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Acquirer: IKKA HOLDINGS (CAYMAN) LIMITED (hereinafter referred to as the "Company") Target Company: Sol-Plus (HK) Co., Limited (hereinafter referred to as "Target Company") 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): Gold Market Investments Limited Jinmai Investment Co., Ltd. (hereinafter referred to as Jinmai Investment Co., Ltd.), Nengshuiyi Venture Capital Co., Ltd. (hereinafter referred to as Nengshuiyi Ventures), Nerf Asia Capital Co., Ltd. (hereinafter referred to as Nerf Asia Capital), 5.Whether the counterparty of the current transaction is a related party:YES 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: This case is in response to the vertical integration planning of the upstream and downstream industries of the company. After the transaction is completed, the competitiveness of the industry can be increased, and it will be carried out in accordance with the signed transaction contract and relevant laws and regulations, and will not affect the rights and interests of the company's shareholders. 7.Purpose of the merger and acquisition: In order to combine each other's strengths, give full play to complementarity in product and market, and accelerate the pace to enter the electric vehicle supply chain 8.Anticipated benefits of the merger and acquisition: It is planned to strengthen the competitiveness of the enterprise more efficiently through this acquisition, expand the sales channels of products, and then enhance the overall enterprise value and shareholders' equity 9.Effect of the merger and acquisition on net worth per share and earnings per share: After the completion of this case, it is hoped that the operating synergy and competitiveness of the two companies will be improved, which should be of positive benefit to the net value per share and earnings per share after the merger. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: Share consideration: The new shares of the Company issued in this transaction will be issued and listed for trading on the base date of the share exchange. The base date of share exchange is tentatively set to be September 1, 2022. If there is a need to change the base date of share exchange, Mr. Chen Weiyu, an independent director, or a person designated by him is authorized to handle the issue. Cash consideration: On the delivery date, the company will pay the full purchase and sale price in one lump sum to the bank account designated by the seller. The delivery date is tentatively set as September 1, 2022. If there is a need to change the delivery date, Mr. Chen Weiyu, an independent director, or his designated person shall be authorized to handle the issue. 11.Types of consideration for mergers and acquisitions and sources of funds: Share consideration: a total of 2,105,408 newly issued ordinary shares of the company Cash consideration: a total of USD 3,500,000, which is paid for by the company's own funds 12.Share exchange ratio and calculation assumptions: The share conversion ratio in this transaction is that the company exchanges 1 newly issued ordinary share for 2.1611 shares of the target company held by Jinmai Investment Co., Ltd. and NLP Asia Capital. The share conversion ratio is based on a comprehensive reference to the company and the target company. After considering the latest financial statements, the company's recent stock price and the target company's corporate equity market value assessment report, and considering other relevant factors such as the company's and the target company's earnings per share, net value per share and future business development, the independent experts appointed On the premise of a written opinion on the reasonableness of the share conversion ratio, it is mutually agreed upon. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:NA 14.Name of accounting, law or securities firm: Anders Associated Accounting Firm 15.Name of CPA or lawyer:Cheng Yunda Accountant 16.Practice certificate number of the CPA:FSCZ No. 5720 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition: In this transaction, IKKA Holdings' share conversion ratio of Sol-Plus (HK) obtained by issuing new shares is 2.1611 shares of Sol-Plus (HK) for every 1 IKKA Holdings share, plus the total consideration paid in cash is USD 10,000 Thousand yuan is still reasonable. 18.Estimated date of completion: Tentatively scheduled for September 1, 2022. If it is necessary to change the actual operation, authorize the independent director Mr. Chen Weiyu or his designee to make a separate agreement with the other party to the transaction. 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company:NA 20.Basic information of companies participating in the merger:NA 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):NA 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition:NA 23.The plan after the merger and acquisition is completed:NA 24.Other important terms and conditions:NO 25.Other major matters related to the mergers and acquisitions:NO 26.Any objections from directors to the transaction:NO 27.Information on interested directors involved in the mergers and acquisitions: Chairman Mr. Hu Xiangqi, director Mr. Dong Junren, director Mr. Dong Junyi, and director Mr. Obara Masami have interests in this case, so they refrained from participating in the discussion and voting. 28.Whether the transaction involved in change of business model:NO 29.Details on change of business model:NA 30.Details on transactions with the counterparty for the past year and the expected coming year:NO 31.Source of funds: Share consideration: the company increases capital and issues new shares Cash consideration: the company's own funds 32.Any other matters that need to be specified:NA