JHD Holdings (Cayman) Limited entered into a non-binding indicative term sheet to acquire East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of shareholders for $1 billion in a reverse merger transaction on December 21, 2020. JHD Holdings (Cayman) Limited entered into an agreement to acquire East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of shareholders in a reverse merger transaction on February 16, 2021. Under the terms of transaction, at closing the public company resulting from the transaction will issue shares to the selling parties with an aggregate value equal to $1 billion, subject to adjustments for closing cash, closing debt, and certain excess unpaid expenses. 10% of the resulting company shares to be issued to the selling parties at closing will be subject to an earn-out and escrowed under the terms of the agreement. As a result of the business combination, JHD Holdings and the former East Stone shareholders will own approximately 83.7% and 16.3% of the issued and outstanding ordinary shares of combine company, respectively. Upon closing of the transaction, the combined company will be named JHD Technologies Limited, and seeks to be listed on the Nasdaq Stock Market with the symbol JTEC.

The following are expected to serve as Directors and Executive Officers following the consummation of the business combination: Alan Clingman, Executive Chairman, Director and Chairman of the Board (Class III); Xiaoma (Sherman) Lu, President, Director and Vice Chairman of the Board (Class III); Vladimir Leyviman, Director (Class III) James Friel, Independent Director (Class II); Jasmine Geffner, Independent Director (Class II) Michael Cashel; Independent Director (Class I); Jennifer Liu, Independent Director (Class I) Nicholas Jun Wang, Chief Executive Officer Jian Li, Chief Technology Officer Qifan Sun, Interim Chief Financial OfficerJudy Jing Wang, Vice President – Fintech.

The transaction is subject to approval by East Stone's shareholders; the receipt of certain regulatory approvals; approval by The Nasdaq Stock Market to list the securities of the combined company; expiration of any waiting period under applicable antitrust laws; East Stone having at least $5,000,001 in net tangible assets as of the closing, after giving effect to the completion of the redemption and any private placement financing; the effectiveness of the Registration Statement; third party approval; East Stone shall hold no less than $110 million in cash and cash equivalents, including funds remaining in the Trust Account; Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the closing;  all of the outstanding options and warrants, and all other convertible securities of JHD having been converted into equity of JHD or cancelled prior to the Business Combination; Charter Amendment ,and East Stone shall have received a copy of the Founder Registration Rights Agreement Amendment. The boards of directors of JHD approved the transaction. The Boards of directors of East Stone have unanimously approved and recommend shareholders to approve the transaction. The Special Meeting of shareholders of East Stone will be held on November 24, 2021.

The transaction is expected to be completed by the end of third quarter of 2021. As of May 20, 2021, Venture Holdings has approved the extend date by which East Stone has to consummate a business combination from May 24, 2021 to August 24, 2021. As of May 24, 2021, East Stone Acquisition Corporation confirms funding to extend period to consummate initial acquisition, which enables East Stone to extend the period of time it has to consummate its initial business combination by three months to August 24, 2021. The business combination is expected to be completed by the end of the third quarter of 2021. As announced on August 21, 2021, Double Venture Holdings Limited has requested that East Stone extend the date by which East Stone has to consummate a business combination from August 24, 2021 to November 24, 2021. East Stone approved the extension of deadline to complete the business combination. In connection with such Extension, the Sponsor has notified East Stone that it intends to cause an aggregate of $1.38 million to be deposited into East Stone's trust account on or before August 24, 2021. As of October 22, 2021, The Board has fixed the close of business on October 25, 2021 as the date for determining East Stone's shareholders entitled to receive notice of and vote at the Special Meeting and any adjournment thereof. As per the notice, a special meeting of the shareholders of East Stone Acquisition Corporation, a British Virgin Islands business company, will be held on November 18, 2021. As of November 2, 2021, proxy statement/prospectus covers the issuance by Pubco of 17,703,500 Ordinary Shares, 14,150,000 Warrants, 7,765,000 Ordinary Shares issuable upon exercise of Warrants and 1,415,000 Ordinary Shares issuable upon conversion of rights into ordinary shares. On November 24, 2021, the shareholders of East Stone Acquisition Corporation held a special meeting and extended the closing date from November 24, 2021 to February 24, 2022. As of January 31, 2022, East Stone Acquisition Corporation shareholders will approve the extension for completing business from February 24, 2022 to August 24, 2022.

Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to East Stone and Mark L. Mandel and Michelle Rae Heisner of Baker & McKenzie LLP to JHD and its parent company, Yellow River (Cayman) Limited. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to East Stone for a fee of $22,500.

JHD Holdings (Cayman) Limited can celled the acquisition of East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of shareholders in a reverse merger transaction on April 15, 2022.