Brightstar Technology Group Co., Ltd — M&A Activity 2022

Apr 14, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) 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.

This joint announcement appears for information purposes only. It does not constitute an invitation or offer to acquire, purchase or subscribe for securities of In Technical Productions Holdings Limited.

IN TECHNICAL PRODUCTIONS ST MA LTD HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8446)

JOINT ANNOUNCEMENT

DESPATCH OF COMPOSITE DOCUMENT

RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY

RAINBOW CAPITAL (HK) LIMITED FOR AND ON BEHALF OF ST MA LTD TO ACQUIRE ALL THE ISSUED SHARES OF THE COMPANY (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY ST MA LTD AND PARTIES ACTING IN CONCERT WITH IT)

Financial adviser to the Offeror

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Independent Financial Adviser to the Independent Board Committee

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Reference is made to the announcements jointly published by the Offeror and the Company dated 14 March 2022 and 4 April 2022 and the composite offer and response document dated 14 April 2022 (the ‘‘Composite Document’’) in relation to, among others, the Offer. Unless otherwise stated, terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among other things, (i) the terms and conditions of the Offer; (ii) the expected timetable of the Offer; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer; and (iv) a letter of advice from the

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Independent Financial Adviser to the Independent Board Committee in respect of the Offer, together with the accompanying form of acceptance, has been despatched to the Shareholders on 14 April 2022 in accordance with the Takeovers Code.

EXPECTED TIMETABLE

The timetable set out below, as reproduced from the Composite Document, is indicative only and may be subject to changes. Further announcement(s) will be made in the event that there is any change to the timetable as and when appropriate. Unless otherwise specified, all the time and date references contained in this joint announcement refer to Hong Kong time and dates.

Event

Hong Kong Time & Date

Despatch date of the Composite Document and the accompanying Form of Acceptance and commencement date of the Offer[(Note][1)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 14 April 2022 Latest time and date for acceptance of the Offer[(Note][2)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 4:00 p.m. on Thursday, 5 May 2022 Closing Date[(Note][2)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 5 May 2022

Announcement of the results of the Offer (or its extension or revision, if any) to be posted on the website of the Stock Exchange and the Company[(Note][2)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on Thursday, 5 May 2022

Latest date for posting of remittances in respect of valid acceptances received under the Offer[(Note][3)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 17 May 2022

Notes:

1. The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the paragraph headed ‘‘6. Right of Withdrawal’’ in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offer must remain opened for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Thursday, 5 May 2022 unless the Offeror revises or extends the Offer in accordance with the Takeovers Code. An announcement will be issued jointly by the Offeror and the Company through the websites of the Stock Exchange and the Company by no later than 7:00 p.m. on Thursday, 5 May 2022 stating whether the Offer has been extended, revised or expired. In the event that the Offeror decides to extend the Offer, and the announcement regarding the extension of the Offer does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

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If you wish to accept the Offer, you should ensure your duly completed and signed Form of Acceptance and the relevant documents arrive at the Registrar no later than the prescribed time. If you choose to deliver the documents by post, you should consider the timing requirements for postage.

Beneficial owners of Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

1. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares tendered for acceptance under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt of all relevant documents required to render such acceptance complete and valid in accordance with the Takeovers Code.

2. If there is a tropical cyclone warning signal number 8 or above, or a ‘‘black rainstorm warning signal’’, or ‘‘extreme condition’’ caused by super typhoon in force in Hong Kong at any local time:

3. (a) before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and/or the posting of remittances (as the case may be), the latest time for acceptance of the Offer will remain at 4:00 p.m. on the same Business Day and/or the posting of remittances will be made on the same Business Day;

4. (b) between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and/or the posting of remittances (as the case may be), the latest time for acceptance of the Offer will be rescheduled to 4:00 p.m. on the following Business Day and/or the posting of remittances will be made on the following Business Day which does not have any of those warnings or condition in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

Save as mentioned above, if the latest time for acceptance of the Offer does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will jointly notify the Shareholders by way of announcement(s) in the event of any change to the expected timetable as and when appropriate.

Shareholders are encouraged to read the Composite Document carefully, including the advice from the Independent Financial Adviser to the Independent Board Committee and the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Offer, before deciding whether or not to accept the Offer. If the Shareholders and potential investors of the Company are in any doubt about their position, they should consult their professional advisers.

By order of the board of By order of the Board St Ma Ltd In Technical Productions Holdings Limited Ma Lie Yeung Ho Ting Dennis Sole Director Chairman and Executive Director

Hong Kong, 14 April 2022

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As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Yeung Ho Ting Dennis and Mr. Tam Chun Yu; and three independent non-executive Directors, namely, Mr. Li Kai Sing, Mr. Ma Tsz Chun and Ms. Loh Lai Ping Phillis.

The Directors jointly and severally accept full responsibility for the accuracy of information contained in this joint announcement (other than any information relating to the Offeror and parties acting in concert with it) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those opinions expressed by the sole director of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the sole director of the Offeror is Mr. Ma Lie. The sole director of the Offeror accepts full responsibility for the accuracy of information contained in this joint announcement (other than any information relating to the Group) and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than those opinions expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement in this joint announcement misleading.

This announcement will remain on the ‘‘Latest Listed Company Information’’ page of the GEM website at www.hkgem.com for at least 7 days from the day of its posting. This announcement will also be published on the Company’s website at www.intechproductions.com.

This announcement is prepared in English language and translated into Chinese. In the event of any inconsistencies between the Chinese and the English version, the latter shall prevail.

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