Byte Metaverse Holdings Limited — M&A Activity 2024

Jul 15, 2024

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.

==> picture [58 x 57] intentionally omitted <==

BYTE METAVERSE HOLDINGS LIMITED

(formerly known as Michong Metaverse (China) Holdings Group Limited)

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8645)

INSIDE INFORMATION – EXTENSION OF MEMORANDUM OF UNDERSTANDING IN RELATION TO THE PROPOSED ACQUISITION

This announcement is made by the Company pursuant to Rule 17.10(2)(a) of the GEM Listing Rules and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the announcement of the Company dated 15 April 2024 (the “ Announcement ”) in relation to, among other things, the entering into of the MOU and the Proposed Acquisition. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

Pursuant to the MOU, the Company (or its designated subsidiary) and the Vendors would proceed with further negotiations for the entering into of the Formal Agreement within three (3) months from the date of the MOU (or such later date(s) as may be agreed by the Company (or its designated subsidiary) and the Vendors) (the “ Long Stop Date ”). If the Company (or its designated subsidiary) and the Vendors were unable to enter into the Formal Agreement by the Long Stop Date, the MOU (except those terms specifically stated to survive termination) shall cease and terminate and neither party shall have any obligations and liabilities towards each other thereunder save for any antecedent breaches of the MOU.

Further, as disclosed in the Announcement, during the Exclusivity Period, each of the Company and the Vendors agrees, and agrees to procure their respective related parties, directors, officers, employees, agents and/or representatives, not to (i) persuade, initiate or encourage enquiries or invitations; (ii) initiate, continue negotiations or provide information; or (iii) enter into any agreement, letter of intent or memorandum of understanding, with any person or entity other than the parties concerning the transfer of the Sale Shares, and each of the Company and the Vendors shall

• 1 -

promptly notify the other party of any such inquiries by any third parties regarding the foregoing. Pursuant to the MOU, the Exclusivity Period is valid for a period of three (3) months from the date of the MOU (or such later date(s) as may be agreed by the parties (or the nominee of the Company)) and thus, will expire on 15 July 2024 (the “ Expiry Date ”).

The Board announces that, since additional time is required for the Company and the Vendors to negotiate and agree on the terms of the Formal Agreement, on 15 July 2024, the Company and the Vendors entered into an extension letter (the “ Extension Letter ”) to extend both the Long Stop Date and the Expiry Date to 15 September 2024 (or such later date(s) as may be agreed by the Company (or its designated subsidiary) and the Vendors).

Save and except for the above, all other terms and conditions of the MOU shall remain unchanged and continue to remain in full force and effect.

The Company wishes to emphasise that no legally binding agreement in relation to the Proposed Acquisition has been entered into by the Company as at the date of this announcement. Shareholders and potential investors of the Company should note that the Proposed Acquisition may or may not materialise and the final structure and terms of the Proposed Acquisition, which are pending further negotiations between the parties, have yet to be finalised and may deviate from those set out in the MOU and the Extension Letter. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares and other securities of the Company.

By order of the Board Byte Metaverse Holdings Limited Yu Decai

Executive Director, Chairman and Chief Executive Officer

Hong Kong, 15 July 2024

As at the date of this announcement, the Board comprises Mr. Yu Decai and Mr. Hu Mingdai as Executive Directors; Ms. Jin Yangyang as Non-executive Director; and Dr. Tsoi Chi Chuen Cheney, Mr. Ng Der Sian and Ms. Zheng Li Ping as Independent Non-executive Directors.

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 in this announcement misleading.

This announcement will remain on the Stock Exchange website at www.hkexnews.hk on the “Latest Listed Company Information” page for at least seven days from the date of its publication. This announcement will also be published on the Company’s website at byte-metaverse.com.

• 2 -