Brightstar Technology Group Co., Ltd — M&A Activity 2024

Sep 25, 2024

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.

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BRIGHTSTAR TECHNOLOGY GROUP CO., LTD 耀星科技集團股份有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8446)

VOLUNTARY ANNOUNCEMENT MEMORANDUM OF UNDERSTANDING IN RELATION TO PROPOSED ACQUISITION

This announcement is made by Brightstar Technology Group Co., Ltd (the “ Company ”, together with its subsidiaries, the “ Group ”) on a voluntary basis to provide shareholders and potential investors of the Company with the latest business update of the Group.

MEMORANDUM OF UNDERSTANDING

The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that on 25 September 2024 (after trading hours), the Company entered into a memorandum of understanding (the “ MOU ”) with Ganzhou Zumengsi Sporting Goods Co., Ltd.（贛州足夢思體育用品有限公司） (“ Ganzhou Zumengsi ”), pursuant to which the Company intends to acquire the equity interest in Ganzhou Zumengsi by way of capital injection or transfer of equity interest (the “ Proposed Acquisition ”).

The principal terms of the MOU are as follows:

Date: 25 September 2024 (after trading hours)

Parties: (1) the Company; and

• (2) Ganzhou Zumengsi

To the best of the Directors’ knowledge, information and belief, after having made all reasonable enquiries, Ganzhou Zumengsi and the ultimate beneficial owner(s) of Ganzhou Zumengsi are third parties independent of the Company and its connected persons (as defined under the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”)) as at the date of this announcement.

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Amount of Equity Interest to be Acquired and Consideration

The (i) amount of equity interest in Ganzhou Zumengsi to be acquired by the Company and (ii) the consideration for the Proposed Acquisition are subject to further negotiations between the parties to the MOU before entering into any Formal Agreement (as defined below).

Exclusivity

During the period from the date of the MOU up to 31 December 2024 (the “ Exclusivity Period ”), Ganzhou Zumengsi will negotiate with the Company exclusively on the Proposed Acquisition, and will not (whether directly or indirectly through companies controlled by Ganzhou Zumengsi, its subsidiaries, substantial shareholders, directors, employees, senior management, agents or representatives) proceed any discussions, negotiations and/or enter into agreement(s) or memorandum of understanding(s) with any other person in connection with the Proposed Acquisition or the MOU.

Due Diligence Review

Pursuant to the MOU, the Company shall be entitled to conduct due diligence review on the business, financial and legal affairs of Ganzhou Zumengsi upon signing of the MOU. Ganzhou Zumengsi and its agent shall use their best endeavours to assist the Company in completing the due diligence review on Ganzhou Zumengsi.

Formal Agreement

The Company and Ganzhou Zumengsi shall use their best endeavours to agree on the terms of the Proposed Acquisition and enter into a legally binding formal agreement in relation to the Proposed Acquisition (the “ Formal Agreement ”) within the Exclusivity Period.

Termination

Unless otherwise agreed in writing by the parties, the MOU will terminate on the earlier of the followings,

• (i) the expiry of the Exclusivity Period;

• (ii) the date on which the Company gives notice in writing to Ganzhou Zumengsi in accordance with the terms of the MOU that the results of due diligence have not been satisfactory; or

• (iii) the date on which a formal agreement is executed.

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Legal Binding Effect

The MOU does not constitute a legally binding agreement for the parties to the MOU, except for the provisions relating to exclusivity, confidentiality, termination of the MOU, fees and governing law and jurisdiction, but the parties will use their best endeavours to facilitate the transaction in accordance with the spirit of the contract.

INFORMATION OF GANZHOU ZUMENGSI

Ganzhou Zumengsi is a company established in the People’s Republic of China (the “ PRC ”) and headquartered in Ganzhou City, Jiangxi Province. Ganzhou Zumengsi committed to becoming the world’s number one professional health technology sports product brand, mainly engaged in the wholesale of health technology sports products and equipment. It has a strong Research and development (R&D) and innovation capabilities.

Ganzhou Zumengsi use AI and big data analysis to cooperate with its company’s R&D department to provide better improvements to products and provide customers with a better sports experience.

REASONS FOR AND BENEFITS OF THE PROPOSED ACQUISITION

The Company is an investment holding company. The Group is principally engaged in the provision of (i) visual display solution services in Hong Kong, the PRC, Taiwan and Macau; (ii) information technology consulting services in the PRC; and (iii) hotel reservation and convention planning services in the PRC.

The Board of Directors believes that the transactions contemplated under the Memorandum of Understanding, if implemented, will further expand the application scope of the Group’s sports technology and apply this technology to the sports health industry, bringing diversified sources of income to the Group. Therefore, the transactions contemplated under the MOU are in the overall interests of the Company and its shareholders.

GENERAL

As at the date of this announcement, the terms and conditions of the Proposed Acquisition are still subject to negotiation and no legally binding agreement has been entered into. Further announcement(s) will be made by the Company as and when appropriate in compliance with the GEM Listing Rules.

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As the Proposed Acquisition may or may not proceed, shareholders and potential investors are reminded to exercise caution when dealing in the shares of the Company.

By order of the Board

Brightstar Technology Group Co., Ltd Cui Hai Bin

Chairman and Executive Director

Hong Kong, 25 September 2024

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Cui Hai Bin, Mr. Yeung Ho Ting Dennis and Ms. Zhang Yan Ling; and three independent non-executive Directors, namely, Mr. Chen Lijun, Ms. Jiang Yu E and Mr. Ji Gui Bao.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, 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 websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.intechproductions.com.

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