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Byte Metaverse Holdings Limited M&A Activity 2021

Jul 26, 2021

51517_rns_2021-07-26_b7e16ec1-5920-4e25-9a0e-7e6f6dd0bd27.pdf

M&A Activity

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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.

NOMAD TECHNOLOGIES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8645)

VOLUNTARY ANNOUNCEMENT ACQUISITION OF CHINA MEBUGS

This announcement is made by Nomad Technologies Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) on a voluntary basis to keep the shareholders of the Company (the “ Shareholders ”) and potential investors informed of the latest business development of the Group.

Reference is made to the voluntary announcement of the Company dated 5 July 2021 regarding the Company’s intention to expand its current business of rendering of network support services and network connectivity services into both the Hong Kong and the PRC markets (the “ Announcement ”). Unless otherwise defined herein, capitalised terms in this announcement shall have the same meanings as defined in the Announcement.

The Board wishes to provide the Shareholders and potential investors of the Company an update on the establishment of its business development and operation base both in Hong Kong and the PRC.

ACQUISITION OF ENTIRE EQUITY INTERESTS IN CHINA MEBUGS TECHNOLOGY HOLDING LIMITED

On 26 July 2021, Goodway Max Limited, a wholly-owned subsidiary of the Company has acquired from Mr. Ko Yuk Sham 高玉森 (“ Mr. Ko ”) the entire equity interests in China Mebugs Technology Holding Limited 中國米虫科技控股有限公司 (“ China Mebugs ”) at a consideration of HK$8,000 (the “ Acquisition ”). The consideration will be funded by internal resources of the Group.

INFORMATION OF CHINA MEBUGS

China Mebugs is a company incorporated in Hong Kong in June 2021 with limited liability and its entire issued share capital is owned by Mr. Ko. China Mebugs holds the entire share capital of Mebugs Technology Information (Shenzhen) Co., Limited* 米虫科技信息(深圳)有限公司 (“ Mebugs (Shenzhen) ”), a company incorporated in the PRC in June 2021 with limited liability.

China Mebugs and Mebugs (Shenzhen) are incorporated with authorities to carry on the businesses of providing IT services, cloud security, cloud as a service, network security and internet security management.

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As at the date of the Acquisition and at the date of this announcement, both China Mebugs and Mebugs (Shenzhen) remain dormant and neither hold any assets nor incur any liabilities.

REASONS FOR AND BENEFITS OF THE ACQUISITION

Through the Acquisition, the Company has established its business development and operation base both in Hong Kong and the PRC. Hence, the Company is able to expand its current business of rendering of network support services and network connectivity services in both Hong Kong and the PRC markets. The Board is of the view that the Acquisition will be able to broaden its source of income, and to enhance the Group’s financial performance and returns to the Shareholders in the long run.

As at the date of the Acquisition and at the date of this announcement, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, China Mebugs, Mebugs (Shenzhen) and Mr. Ko are third parties independent of the Company and its connected person(s) (as defined in the Rules Governing the Listing of Securities on the GEM (the “ GEM Listing Rules ”).

The Acquisition is conducted in the ordinary and usual course of business of the Group and none of the applicable percentage ratio(s) as set out in Rule 19.07 of the GEM Listing Rules exceed 5% and therefore the Acquisition neither constitute a notifiable transaction nor a connected transaction of the Company under the GEM Listing Rules.

Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

  • For identification purpose only

By Order of the Board

Nomad Technologies Holdings Limited Dato’ Eric Tan Chwee Kuang Executive Director, Chairman and Chief Executive Officer

Malaysia, 26 July 2021

As at the date of this announcement, the Executive Directors are Dato’ Eric Tan Chwee Kuang and Mr. Yu Decai; and the Independent Non-executive Directors are Mr. Chen Youchun, Mr. Lim Peng Chuan Terence and Mr. Phua Cheng Sye Charles.

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

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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 at www.hkgem.com on the “Latest Listed Company Information” page for at least seven days from the date of its posting. This announcement will also be published on the Company’s website at www.nomad-holdings.com.

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