abc Multiactive Limited — Regulatory Filings 2014

Nov 21, 2014

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.

abc Multiactive Limited 辰罡科技有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 8131)

VOLUNTARY ANNOUNCEMENT LIQUIDATION OF OVERSEAS SUBSIDIARIES

This is a voluntary announcement made by abc Multiactive Limited (the “Company”), together with its subsidiaries (the “Group’).

The board of directors (the “Board”) of abc Multiactive Limited (the “Company”) would like to announce that it resolved at a meeting of the Board held today, to liquidate and dissolve its Australia subsidiaries of the Company, Multiactive Software Pty Limited and Maximizer Software Pty Limited.

The transaction contemplated does not constitute any notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules, nor any connected transaction under Chapter 20 of the GEM Listing Rule. However, the Company would like to make this voluntary announcement to update its shareholders and investors of the recent development of the Group.

This is a voluntary announcement made by abc Multiactive Limited (the “Company”), together with its subsidiaries (the “Group”).

PROPOSED VOLUNTARY LIQUIDATION OF OVERSEAS SUBSIDIARIES

The board of directors (the “Board”) of abc Multiactive Limited (the “Company”) would like to announce that it resolved at a meeting of the Board held today, to liquidate and dissolve its Australia subsidiaries of the Company, Multiactive Software Pty Limited and Maximizer Software Pty Limited.

• For identification purposes only

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REASONS FOR THE VOLUNTARY LIQUIDATION OF OVERSEAS SUBSIDIARIES

Multiactive Software Pty Limited and Maximizer Software Pty Limited, are dormant for a long time and the Company does not have new business expected to be run in Australia. Multiactive Software Pty Limited is direct wholly owned subsidiary and Maximizer Software Pty Limited is indirect wholly-owned subsidiary of the Company have been resolved to be wound up voluntarily pursuant to the Australia Corporation Law of Australian Securities and Investments Commission.

FURTHER INFORMATION IN RELATION TO THE FINANCIAL EFFECT OF THE LIQUIDATION

The dissolution of Multiactive Software Pty Limited and Maximizer Software Pty Limited will not have any material effect on the share capital and shareholdings of the major shareholders of the Company. As of the date of this announcement, the preliminary unaudited loss of the liquidation is estimated approximately HK$10.9 million, which was combined of the unaudited gain on written off subsidiary liabilities of approximately HK$950,000 and unaudited loss on foreign currency translation adjustment of approximately HK$13.8 million from exchange reserve to profit and loss account. The final gain or loss in connection with the liquidation will be assessed after completion and is subject to audit.

GEM LISTING RULES IMPLICATIONS

The transaction contemplated does not constitute any notifiable transaction of the Company under Chapter 19 of the GEM Listing Rules, nor any connected transaction under Chapter 20 of the GEM Listing Rule. As none of the applicable percentage ratios in respect of the liquidation is more than 5%, the liquidation is exempted from the reporting, announcement and independent shareholders’ approval requirement under Chapter 19 of the GEM Listing Rules. None of the directors, major shareholders of the Company and/or persons connected to them has any interest, direct or indirect, in the dissolution of Multiactive Software Pty Limited and Maximizer Software Pty Limited. However, the Company would like to make this voluntary announcement to update its shareholders and investors of the recent development of the Group.

By order of the Board Joseph Chi Ho HUI Chairman

Hong Kong, 21 November 2014

As at the date of this announcement, the Board comprises the following Directors:

Mr. Joseph Chi Ho HUI (Executive Director and Chairman) Ms. Clara Hiu Ling LAM (Executive Director) Mr. Kwong Sang LIU (Independent Non-executive Director) Mr. Edwin Kim Ho WONG (Independent Non-executive Director) Mr. William Keith JACOBSEN (Independent Non-executive Director)

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This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The directors, have made all reasonable enquires, confirm that, to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website on the “Latest Company Announcements” page for at least 7 days from the day of its posting and the website of the Company at www.hklistco.com.

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