Enterprise Development Holdings Limited — M&A Activity 2015

Nov 25, 2015

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.

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ENTERPRISE DEVELOPMENT HOLDINGS LIMITED 企展控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1808)

THE MEMORANDUM OF UNDERSTANDING IN RELATION TO A POSSIBLE ACQUISITION

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that on 25 November 2015 (after trading hours), the Company and the Prospective Vendor entered into the MOU in relation to the Possible Acquisition.

The MOU is not legally binding with regard to the Possible Acquisition, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares.

Further announcement(s) in respect of the Possible Acquisition will be made by the Company as and when appropriate.

This announcement is made by the Company pursuant to Rule 13.09 of the Listing Rules and Inside Information Provisions under Part XIVA of the SFO.

The Board is pleased to announce that on 25 November 2015 (after trading hours), the Company and the Prospective Vendor entered into the MOU in relation to the Possible Acquisition.

Subject to the satisfaction of due diligence result on the Target Group, the Company will consider further negotiation with the Prospective Vendor on the Possible Acquisition. The Target Company has certain business operation of intellectual property right in relation to song/music within PRC.

To the best knowledge, information and belief of the Directors after having made all reasonable enquiries, the Prospective Vendor and its ultimate beneficial owners are Independent Third Parties.

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The MOU does not create legally binding obligations on the parties in relation to the Possible Acquisition but is legally binding as to exclusivity period which is of six months commencing on the date of the MOU within the period the Company has the exclusive right to negotiate with the Prospective Vendor on the Possible Acquisition. The Possible Acquisition is subject to the negotiation and entering into of the Formal Agreement.

The MOU shall remain in effect for six months from the date of the MOU (or such longer period as the parties may mutually agree in writing) unless the Company gives written notice to the Prospective Vendor of its intention to abandon further negotiations, or until superseded by the execution of the Formal Agreement.

The MOU is not legally binding with regard to the Possible Acquisition. The terms and consideration for the Possible Acquisition will be subject to further negotiation between the Prospective Vendor and the Company, it may or may not proceed. Shareholders and investors are advised to exercise caution when dealing in the Shares.

Further announcement(s) in respect of the Possible Acquisition will be made by the Company as and when appropriate.

DEFINITIONS

In this announcement, the following expressions shall have the meanings set out below unless the context requires otherwise:

this announcement, the followingntext requires otherwise:	expressions shall have the meanings set out below unless t
“Board”	the board of Directors
“Company”	Enterprise Development Holdings Limited, a companyincorporated in Cayman Islands with limited liability and theShares of which are listed on the main board of the StockExchange
“connectedperson(s)”	has the meaningascribed to it under the ListingRules
“Directors”	the directors of the Company
“Formal Agreement”	the formal agreement to be entered into between theCompany and Prospective Vendor in relation to the PossibleAcquisition
“HongKong”	the HongKongSpecial Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the StockExchange
“Independent Third Party(ies)”	Third party(ies) independent of the Company and itsconnectedpersons
“MOU”	the memorandum of understanding dated 25 November 2015entered into between the Company and the ProspectiveVendor in relation to Possible Acquisition
“Possible Acquisition”	the Possible Acquisition of the entire issued share capital ofthe Target Company which has certain business operation ofintellectual property right in relation to song/music withinPRC

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“PRC”	the People’s Republic of China (excluding, for the purpose
	of this announcement, Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China
	and Taiwan)
“SFO”	Securities and Futures Ordinance (Cap. 571 of the Laws of
	HongKong)
“Share(s)”	the ordinary share(s) in the share capital of the Company
	which have apar value of HK$0.01 each
“Shareholder(s)”	holder(s)of the Shares
“Stock Exchange”	The Stock Exchange of HongKongLimited
“Target Company”	廣州寶聲信息科技有限公司, a company incorporated in
	the PRC with limited liability
“Target Group”	the Target Companyand its subsidiaries(if any)
“ProspectiveVendor”	Wisdom Master Investments Ltd., a company incorporated in
	British Virgin Islands with limited liability
“%”	per cent

By order of the Board Enterprise Development Holdings Limited Lam Kai Tai Chairman

Hong Kong, 25 November 2015

As of the date of this announcement, the Board comprises four executive Directors, namely Mr. Lam Kai Tai (Chairman), Mr. Kwok Ho On Anthony, Mr. Wang Jun and Mr. Wong Ho Sing, and three independent non-executive Directors, namely Mr. Yau Yan Ming Raymond, Ms. Hu Gin Ing and Mr. Liu Kam Lung.

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