Poynt Corporation has announced that the Company has finalized the structuring of its first Asian operating entity, Poynt Asia (Hong Kong) Limited and the formation of a joint venture between Poynt HK and China Youth League’s affiliated entity, China Youth Goyor Technology (Beijing) Co., Ltd. China Youth League is a youth movement of the People’s Republic of China that plays a vital role in the development of China. CYL has over 83 million young members between the ages of 14 and 28, the majority of which are typically well-educated and influential.
As an initial objective of the China JV, China Youth Goyor will focus on obtaining the Chinese Ministry licenses required for conducting the business of China Youth Poynt Limited, securing data service agreements and preload agreements in China with major telecom companies, and facilitating consumer usage of the Poynt mobile platform in China, initially among CYL’s over 83 million members. As an initial performance benchmark of the China JV, China Youth Goyor is to deliver at least 20 million active users in or around August 2012. Based on preliminary discussions, China Youth Poynt Limited anticipates as many as 60% of CYL’s membership may become active users (approximately 50 million active users) of the China Youth Poynt Platform. Additionally, the China Youth Poynt Platform will be marketed by the China JV to the broader smartphone population in China. This rapidly growing market is expected to surpass 230 million* users in 2012.
“The Company is extremely pleased to have China Youth Goyor as its joint venture partner for the development and expansion of the Poynt mobile platform in China. The Asian market presents a vast opportunity for expansion of the Poynt mobile platform,” said Andrew Osis, CEO of Poynt Corp. “The Chinese mobile market alone has been estimated at nearly 1 billion users** – that represents an enormous opportunity for Poynt Corp. as mobile users in China convert to smartphones and discover the power of apps, and mobile local search platforms in particular.”
Through the China JV, Poynt HK and China Youth Goyor will deploy the China Youth Poynt Platform initially in China. The China Youth Poynt Platform will be based on the current Poynt local search platform; however, additional functionality, such as local news, video messaging, gaming, e-books, and online novels, social networking services, and e-wallet solutions are being considered for inclusion in the China Youth Poynt Platform.
China Youth Poynt Limited plans to enter into a number of China Youth Poynt Platform-related agreements in China with data partners, telecom providers and original device manufacturers to allow the China Youth Poynt Platform to reach into China’s smartphone user population as a preloaded, subscription-based model.
Poynt HK has appointed David Wei Ren as CEO of China Youth Poynt Limited. Responsible for operations in China, Mr. Ren brings over 12 years of experience with multinational companies to the Poynt team. With a career focused in the IT industry including mobile software and app store business management, Mr. Ren has an in-depth understanding of the business model and trends in the mobile space and the role that mobile software applications play with device manufacturers.
In structuring the China JV, Poynt Corp. subscribed for a 60% equity interest in Poynt Asia, Ltd. (“Poynt Asia”), a Bermuda company, for nominal consideration. The balance of the equity of Poynt Asia is owned, as to 20%, by a company affiliated with Poynt’s largest shareholder (owning or controlling approximately 16% of the outstanding Poynt common shares) and as to 20%, by an arm’s length party. By way of an intercompany loan of $7M from Poynt Corp. to Poynt Asia (the “Poynt Asia Loan”), $2M was used by Poynt Asia to acquire a 100% equity interest in Poynt HK from an arm’s-length party. The remaining $5M of the Poynt Asia Loan was in turn loaned by Poynt Asia to Poynt HK to fund the commencement of operations of the China JV.
Poynt HK will have a 70% economic interest and a 49% equity interest in China Youth Poynt Limited. The China JV structuring arrangements also contemplate:
- Poynt Corp. providing access to its Poynt app technology to the China JV for use in Asia
- additional contingent cash consideration being paid to the vendor of Poynt HK by Poynt Asia in the event certain pre-defined operational and financial targets are achieved in respect of Poynt HK’s go forward business
- the deferral of the repayment of the Poynt Asia Loan pending the return of capital to the non-arm’s length minority shareholder of Poynt Asia
- the arm’s length minority shareholder of Poynt Asia having a residual right to receive 1/7th of the dividends received by Poynt Asia from Poynt HK
Payment of the above described additional contingent cash consideration and deferred repayment of the Poynt Asia Loan to Poynt are subject to the completion of all required due diligence and satisfaction of other customary conditions. The Company expects to complete this due diligence in the near term.