A Metaverse Company — Capital/Financing Update 2019

Feb 25, 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Starrise Media Holdings Limited 星宏傳媒控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

(1) COMPLETION OF PARTIAL TRANSFER OF BONDS (2) CONVERSION OF ALL OUTSTANDING TRANSFERRED BONDS

Reference is made to the circular of the Company dated 17 January 2017 (the “ Circular ”), the announcements of the Company dated 22 December 2016, 30 December 2016 and 28 February 2017, respectively (the “ Initial Announcements ”), in relation to the issuance of the convertible bonds in aggregate principal amount of HK$300,000,000; the announcements of the Company dated 17 January 2018 and 5 February 2018, respectively, in relations to, among other things, the adjustments in the conversion price of the Bonds to HK$0.74 per Conversion Share (the “ Adjusted Conversion Price ”); and the announcement of the Company dated 25 February 2019 in relation to the Bonds Transfer (the “ Bonds Transfer Announcement ”). Capitalised terms used herein shall have the same meanings as those defined in the Circular, the Initial Announcements and the Bonds Transfer Announcement unless stated otherwise.

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COMPLETION OF PARTIAL TRANSFER OF BONDS

As disclosed in the Bonds Transfer Announcement, the Company had, on 23 February 2019, provided its consent to the transfer, by the Original Bondholder, of the Bonds in aggregate principal amount of HK$120,000,000, which were convertible into 162,162,162 Conversion Shares at the Adjusted Conversion Price of HK$0.74 per Conversion Share, to the Transferee.

The Company was notified by the Original Bondholder and the Transferee that the completion of the Bonds Transfer took place on 25 February 2019.

Immediately after the Completion of the Bonds Transfer, the Transferee became the registered holder of the Bonds in aggregate principal amount of HK$120,000,000 (the “ Transferred Bonds ”) and the Original Bondholder remained as the registered holder of the Bonds in aggregate principal amount of HK$180,000,000 (the “ Remaining Bonds ”).

CONVERSION OF ALL OUTSTANDING TRANSFERRED BONDS

The Company received a conversion notice from the Transferee, as holder of the Transferred Bonds, in relation to the exercise of conversion rights to convert the Transferred Bonds in full at the Adjusted Conversion Price of HK$0.74 per Conversion Share (the “ Conversion ”). Accordingly, 162,162,162 Conversion Shares (the “ Transferee Conversion Shares ”), representing approximately 12.92% of the issued capital of the Company immediately before the Conversion and approximately 11.44% of the issued share capital of the Company as enlarged by the Conversion, will be allotted to the Transferee pursuant to the terms and conditions of the Bonds. Upon Conversion and the issue of the Transferee Conversion Shares, the Transferee will become a substantial Shareholder.

The Transferee Conversion Shares will be issued by the Company under the specific mandate granted to the Board by the Shareholders at the EGM held on 6 February 2017. The Transferee Conversion Shares will rank pari passu and carry the same rights and privileges in all respect among themselves and with all other Shares in issue on the date of the Conversion save that the Transferee Conversion Shares will not entitle the holder thereof to any right, distribution or payment which fell prior to the date on which the Transferee Conversion Shares were issued.

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To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the shareholding structure of the Company (i) immediately after the completion of the Bonds Transfer; (ii) immediately after the full conversion of the Transferred Bonds; (iii) immediately after the full conversion of the Remaining Bonds (if the Original Bondholder decides to convert the Remaining Bonds); and (iv) immediately after the full conversion of all of the Bonds (if the Original Bondholder decides to convert the Remaining Bonds), is as follows:

Excel Orient Limited Aim Right Ventures Limited Emerges Ventures Limited He Han Other public Shareholders Transferee Original Bondholder Total	Immediately after the Completion of the Bonds Transfer No. of Shares Approximate % 273,609,836 21.81 202,472,656 16.14 209,000,000 16.66 14,008,000 1.12 555,659,164 44.28 — — — — 1,254,749,656 100	Immediately after the full conversion of the Transferred Bonds No. of Shares Approximate % 273,609,836 19.31 202,472,656 14.29 209,000,000 14.75 14,008,000 0.99 555,659,164 39.22 162,162,162 11.44 — — 1,416,911,818 100	Immediately after the full conversion of the Remaining Bonds(Note) No. of Shares Approximate % 273,609,836 18.27 202,472,656 13.52 209,000,000 13.95 14,008,000 0.94 555,659,164 37.09 — — 243,243,243 16.24 1,497,992,899 100	Immediately after the full conversion of all of the Bonds(Note) No. of Shares Approximate % 273,609,836 16.48 202,472,656 12.20 209,000,000 12.59 14,008,000 0.84 555,659,164 33.47 162,162,162 9.77 243,243,243 14.65 1,660,155,061 100	Immediately after the full conversion of all of the Bonds(Note) No. of Shares Approximate % 273,609,836 16.48 202,472,656 12.20 209,000,000 12.59 14,008,000 0.84 555,659,164 33.47 162,162,162 9.77 243,243,243 14.65 1,660,155,061 100
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Note: Assuming the Original Bondholder will convert the Remaining Bonds.

By order of the Board Starrise Media Holdings Limited LIU Dong Chairman

Shandong, the PRC, 25 February 2019

As at the date of this announcement, the Board comprises eight Directors, namely Mr. LIU Dong, Mr. LIU Zongjun, Ms. CHEN Chen, Mr. HE Han and Mr. TAN Bin as executive Directors; and Mr. LAM Kai Yeung, Ms. LIU Chen Hong and Mr. WANG Liangliang as independent non-executive Directors.

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