A Metaverse Company — Major Shareholding Notification 2021

Jul 21, 2021

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)

CHANGE OF SHAREHOLDING STRUCTURE OF THE COMPANY

This announcement is made by Starrise Media Holdings Limited (the “ Company ”) on a voluntary basis.

The board (the “ Board ”) of directors (the “ Directors ”) of the Company has been notified by Aim Right Ventures Limited (“ Aim Right ”) that pursuant to a sale and purchase agreement entered into between Aim Right and Jinbi Market (Hong Kong) Limited (“ Jinbi Market HK ”), Aim Right conditionally agreed to sell, and Jinbi Market HK conditionally agreed to purchase, an aggregate of 202,472,656 shares (the “ Shares ”) of the Company (the “ Share Transfer ”) and the Share Transfer was completed on 19 July 2021.

The table below illustrates the shareholding structure of the Company immediately before and after the Share Transfer:

	Immediately before	Immediately before	Immediately after	Immediately after
Shareholders	the Share Transfer		the Share	Transfer
	No. of Shares	Approximate %	No. of Shares	Approximate %
Aim Right (Note 1)	522,985,476	26.59%	320,512,820	16.29%
Cinedigm Corp.	366,590,397	18.64%	366,590,397	18.64%
Excel Orient Limited	307,809,902	15.65%	307,809,902	15.65%
Jinbi Market HK (Note 2)	101,137,134	5.14%	303,609,790	15.44%
He Han	13,998,000	0.71%	13,998,000	0.71%
Public Shareholders	654,245,991	33.27%	654,245,991	33.27%
Total	1,966,766,900	100.00%	1,966,766,900	100.00%

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Notes:

1. Aim Right is a limited liability company incorporated in the British Virgin Islands wholly-owned by Mr. LIU Zhihua.

2. Jinbi Market HK is a company incorporated in Hong Kong with limited liability, the entire issued share capital of which is wholly owned by Yunnan Jinma Biji Tourism Hypermall Co., Ltd.*（雲南金馬碧雞旅游商城股 份有限公司）(“ Yunnan Jinma ”).

The entire issued share capital of Yunnan Jinma is owned (i) as to 83.72% by Kunming Municipal Infrastructure Integrated Development and Construction (Group) Shares Co., Ltd.（昆明市政基礎設施綜合開發建設（集 團）股份有限公司）(“ Kunming Construction ”); (ii) as to 2.33% by Pioneer Investment Co., Ltd（先鋒投 資有限公司）(“ Pioneer Investment ”); and (iii) the remaining 13.95% being held by 4 other independent third parties with their respective shareholdings not exceeding 10% of the issued share capital of Yunnan Jinma.

The entire issued share capital of Kunming Construction is owned (a) as to 69.34% by Pioneer Investment, which in turn is owned as to 70% by SHI Zhengmin（石政民）and 30% by SHI Yimin（石義民）; (b) as to 8.17% by CHEN Hongbing（陳宏兵）; and (c) as to the remaining 22.49% being held by 4 other independent third parties (with their ultimate beneficial shareholders being State-own Legal-person Shareholder) with their respective shareholdings not exceeding 10% of the issued share capital of Kunming Construction.

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

Beijing, the PRC, 21 July 2021

As at the date of this announcement, the Board comprises seven Directors, namely Mr. LIU Dong, Mr. LIU Zongjun, Mr. HE Han and Ms. YANG Qinyan as executive Directors; and Mr. LAM Kai Yeung, Ms. LIU Chen Hong and Mr. KWOK Pak Shing as independent non-executive Directors.

• for identification purposes only

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