B.DUCK SEMK (02250) announced that on August 29, 2025 (after trading hours), the Company and Deying Trading (an indirect wholly-owned subsidiary of the Company) entered into a share acquisition and convertible loan investment agreement with Hidden Waou, Waou Culture Media, Sankou Supply Chain, Mr. Wong, Haidengwu Culture and Haidengwu Partners. Under the agreement: (i) the Company and the sellers have conditionally agreed to purchase and sell respectively approximately 27.74% of the total issued share capital of the Cayman company immediately following completion of the reorganization, for a total consideration of RMB 38.6 million; and (ii) the Company (or its designated domestic affiliated company) has conditionally agreed to provide a convertible loan with principal amount of RMB 10.05 million to the target group.
Immediately following completion of the share acquisition, and assuming full conversion of the convertible loan, the Cayman company will be held 51% by investors, 41.78% by the founder BVI company, and 7.22% by individual shareholder BVI companies. The Cayman company will become an indirect non-wholly owned subsidiary of the Company, and its financial results will be consolidated into the Group's financial statements.
The announcement stated that the target group is primarily engaged in the research and development and sales of trendy toys and IP derivative products. China's IP industry chain is becoming increasingly mature and is expected to accelerate the rise of the trendy toy industry. Young consumers are increasingly focused on personalized and self-satisfying consumption, a consumption model driven by emotional connections and companionship relationships. Trendy toys, as a form of emotional and cultural consumption, perfectly meet this demand.
The share acquisition represents the Group's strategic integration through deep participation in the trendy toy industry. Through the trendy toy business, the Group can build a large private customer base, enhance consumer stickiness, and bring significant value-added benefits to brand assets and market value. Meanwhile, the share acquisition will enable the Group to directly interact with young consumers in areas such as celebrity economy, core fan operations around IP, artist collaborations, and new consumer product licensing.
The share acquisition will also contribute to the Group's revenue growth and expansion of its IP matrix, representing a key step in the Group's comprehensive transformation toward its strategic goal of "Make a Playful World." Additionally, the convertible loan investment will enable the Group to receive stable interest income from the convertible loan, or further share in the target group's future revenues as a shareholder. In either case, the convertible loan investment will establish a solid foundation for future cooperation between the Group and the target group, and provide the necessary funding support for the target group's business development.