BNN Resources Regulatory News (BNN)

22 September 2016

DJI Holdings plc

PROPOSED RE-BRANDING AND STRATEGIC INVESTMENT

Repositioning of the Group, reflecting its strategy to become one of the leading mobile technology providers in China

· DJI Holdings proposes name change to BNN Technology plc

· NewNet, which represents DJI's technology platform and marketing resources in China, has agreed to acquire a 10% stake in its joint venture partner Xinhuatong and transfers its lottery assets into the Xinhuacai joint venture

· Investment in Xinhuatong by NewNet offers DJI potential involvement in both the sizeable and lucrative payment processing industry in China, through its exclusive technology provider relationship, and other high growth sectors it operates in

· Rebrand and repositioning intended to reflect the Group's Chinese identity and cultural heritage and the Group's evolution into a technology provider in large high growth markets in China; timed to take place ahead of secondary listing on Nasdaq

· Nasdaq application to follow shortly after name change takes affect

· Intention for company industry classification to be re-classified with higher growth peer group on Nasdaq and AIM

DJI Holdings plc (AIM: DJI, "the Group", "DJI"), the Chinese technology, content and services provider, is pleased to announce a proposed rebranding and change of name to BNN Technology plc. The Group will seek shareholder consent for the change at a general meeting that will take place on 7 October 2016.

The proposed change in name reflects the broader changes this year in the Group, which has seen DJI Holdings diversify its model to become a dynamic technology platform provider that can facilitate mobile payments, deliver mobile content and provide data management to consumers throughout China, while preparing for a dual-listing on Nasdaq.

In addition, NewNet is making a cash and asset investment to acquire a 10% shareholding in its important trading partner Xinhuatong, the exclusive provider of mobile payments, information and other key services to the Xinhua News Mobile App owned by China's national news agency. NewNet will transfer its lottery assets into its Xinhuacai joint venture with Xinhuatong. DJI, as the technology platform provider to NewNet, is expected to benefit from enhanced revenues and profits as a result of NewNet's stronger partnership with Xinhuatong. 

Darren Mercer, Chief Executive of DJI Holdings, said:

"Now is the right time to begin building a new brand, with the BNN Technology name, as we broaden from lottery specialist to payment fulfilment, content-delivery, data management and value-added services on mobile internet. We believe completing the pivot to a technology company will add substantial shareholder value as we enter high growth, multi-billion dollar markets in China.

"We are also tremendously excited about the opportunity to deepen our relationship with Xinhuatong through NewNet. NewNet's investment further secures a long term partnership in which we are one of the leading technology providers to the company, allowing us to benefit from its strong commercial relationships in major industries such as insurance and other key financial services markets.

"Xinhuatong has the exclusive rights to provide payment processing facilities within the Xinhua News Mobile App and is in the process of applying for a national payment processing licence. Upon a successful application, the benefits to our company will be significant, not only in allowing us to participate in one of China's largest industries, but also to substantially increase the net margin across our platform. I am therefore increasingly excited about both the future additional revenues and profits that our new relationship with Xinhuatong through NewNet will bring to the Group.

"The Board is hopeful that this repositioning of the Group will help us attain a new industry classification on AIM and in due course on NASDAQ which will reflect our future revenue streams and better positions the Company in a sector with similar high growth technology companies."

Mr Dong Jinhua, Founder and Chief Executive of Xinhuatong, said:

"We are delighted to be strengthening and deepening our very important relationship with NewNet, which has been very successful to date. We look forward to extending our partnership with all parties as we work together to capitalise on several exciting opportunities in some of China's fastest growing industries, supported by our plans to develop one of the country's largest data platforms."

For further information, please contact:

New Group Name and Rebranding

The Board believes that the proposed name change to BNN Technology, and rebranding that will follow, reflects the Chinese heritage and identity of the Group, as well as the completion of its transformation from lottery specialist to broad-based technology platform provider, with capabilities in mobile payment facilitation, mobile content and data management. The name change has been timed to take place ahead of the Group's secondary listing on NASDAQ and it will promote a single identity to all of its stakeholders in China, the US, the UK and beyond.

A circular has been posted today to Shareholders to convene a general meeting to vote on and, if thought fit, approve the resolution proposing the change of name. The circular will be made available shortly on the Company's website and will provide the necessary information to Shareholders on how they can vote. The general meeting will take place at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS on 7 October 2016 at 1 p.m.

As part of our re-branding, we are launching a new mission statement which is below. We are also launching a new website which is due to be launched by mid-November.

New Mission Statement:

"Our mission is to enrich the lives of Chinese consumers, by utilising our technology to enable our partners to deliver first class value added services, content and new and evolving opportunities.

Alongside our partners we are committed to the betterment of Chinese citizens by delivering practical services, information and social participation programmes. We are at the centre of the Chinese consumer's shift to a cashless society accelerated by mobile adoption. At our core, we are a technology company that processes high volumes of transactions and delivers content. We have diversified our platform to process transactions and deliver content for partners ranging from public utility providers to banks, and online portals.

The Chinese consumer shift to 'life on mobile' is only just beginning. We aspire to enrich the lives of Chinese citizens and grow with China and our public and private sector partners by enabling more rural and urban communities across the country to access exclusive content and pay for more services online."

NewNet strategic investment in Xinhuatong and Repositioning

Beijing NewNet Science & Technology Development Co., Ltd ("NewNet") has agreed to acquire a 10% stake in Xinhuatong Network Co., Ltd. ("Xinhuatong"). Xinhuatong is a software development company and has the exclusive rights for payment processing and other key services on the Xinhua News mobile app. Mr Dong Jinhua, a director of the Company, is also founder and CEO of Xinhuatong. The key elements of the investment comprise:

· A RMB 20m cash payment by NewNet (approximately GBP 2.3 million)

· The transfer of NewNet's lottery assets, including technology, existing lottery JVs, lottery focused employees and unique content, into Xinhuacai. Xinhuacai is a joint venture between NewNet and Xinhuatong, in which NewNet has a 49% stake and DJI provides technology to the joint venture

· DJI will make available to NewNet, Xinhuacai and Xinhuatong its robust and secure technology platform and its sports content resources, including exclusive agreements with leading international football clubs

By making this investment and transfer of assets, NewNet, as the business partner and distributor of DJI in China, has significant potential for enhancing long-term shareholder value at DJI:

· Xinhuatong is in the process of applying for a national payment processing licence. If successful this gives Xinhuatong, and its partners, greater access to the rapidly growing mobile payments market in China worth USD235bn[1] in 2015, more than double the previous year's figure and expected to see significant growth over the coming years

· With DJI providing the technology platform to Xinhuatong through NewNet, it potentially gives the company a foothold in another sizeable part of the Chinese payments value chain

· If the licence application is successful, which would not be likely until 2017, as the technology platform provider it will increase DJI's share of wallet in a bigger and higher margin part of the payments market. It is expected that it would also multiply the commission received on any new future payment services

· In addition, Xinhuatong has strong commercial relationships in further consumer-facing service sectors attractive to DJI's technology, not least the retail insurance industry

Furthermore, it is hoped that NewNet's transfer of assets into Xinhuacai will enable the enlarged Xinhuacai to be better positioned in the lottery market as it awaits new regulation and seeks new opportunities. DJI, as the technology, sports content and game content provider to both NewNet and Xinhuacai, should therefore see greater long term prospects out of NewNet's investment.

NASDAQ Update

Our intention was to complete the NASDAQ listing by the end of this quarter, however due to the changes in the Groups business model in 2016 we have delayed making the application until the pivot to a technology company was complete.

Following a successful shareholder vote on the Group's proposed change of name, DJI will begin its application for the secondary listing on NASDAQ. Two successful submissions are required: one to the NASDAQ exchange and a second, "F-1" application, to the US Securities & Exchange Commission (SEC), with the latter being a detailed prospectus. The Board have the intention to complete the application as quickly as the process will allow, however we will provide ongoing updates as we progress.

Importantly, and consistent with the Group's repositioning, we will be seeking a new industry classification on AIM and in due course NASDAQ, which will place us among a high growth peer group of companies. Industry classifications are awarded according to a company's predominant source of revenue. Going forward for the Group, this will be the utilisation of its technology platform in payments, providing mobile content and data services.

Board

In compliance with US best practice in corporate governance, it is the Directors' intention to strengthen the Group's Board, increasing its number of experienced and commercial non-executive directors. Announcement on Board changes will be made in due course.

Appointment of Brunswick

DJI Holdings is delighted to announce our new corporate relations adviser Brunswick Group. Brunswick is a global firm with 23 offices worldwide and has extensive experience working in the technology and financial services sector, with multi-national clients in China, UK and the US.

Interim Results

DJI Holdings will announce its unaudited interim results for the six months ended 30 June 2016 on 30 September 2016.

ENDS