A Metaverse Company — M&A Activity 2017

Nov 5, 2017

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

(formerly known as “Silverman Holdings Limited 銀仕來控股有限公司”)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1616)

COMPLETION OF MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE ENTIRE ISSUED SHARE CAPITAL OF SWIFT POWER LIMITED

Reference is made to the announcements (the “ Announcements ”) of Starrise Media Holdings Limited (the “ Company ”) dated 5 July 2017, 31 July 2017 and 11 August 2017, the circular (the “ Circular ”) of the Company dated 25 August 2017 in relation to the proposed disposal (the “ Disposal ”), and the announcement of the Company dated 18 September 2017 in relation to the poll results of the extraordinary general meeting of the Company. Unless the contexts require otherwise, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

The Board is pleased to announce that all the conditions precedent under the Agreement have been fulfilled and the Completion took place on 5 November 2017 in accordance with the terms and conditions of the Agreement.

Following the Completion, the Target Group ceased to be subsidiaries of the Company and the Directors confirm that all of the applicable percentage ratios (as defined under Chapter 14 of the Listing Rules) in respect of the Outstanding Guarantees are less than 5% and is therefore exempt from the reporting, announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

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In addition, the Purchaser as the chargor and Mr. Huang Yabei（黃亞北）(being the sole beneficial owner of the Purchaser) as the covenantor have, on Completion, granted the Company a charge (the “ Charge ”) over the entire issued share capital of the Target as continuing security to secure the due and timely performance by the Purchaser of its obligations under the Agreement which include, among other things, the obligation of the Purchaser to pay the Company each installment of the Consideration on time in accordance with the Agreement. Such Charge shall remain effective until the full amount of the Consideration has been paid by the Purchaser to the Company.

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

Shandong, the PRC, 6 November 2017

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. WANG Liangliang, Mr. LAM Kai Yeung and Mr. GAO Gordon Xia as independent non-executive Directors.

This announcement will be available for viewing on the website of the Hong Kong Exchange and Clearing Limited (www.hkexnews.hk).

This announcement is prepared in both Chinese and English. In the event of inconsistency, the English text of this announcement shall prevail over the Chinese text.

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