Go Up Education Technology Limited — Capital/Financing Update 2015

Apr 22, 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.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

VOLUNTARY ANNOUNCEMENT UPDATE ON DISCLOSEABLE TRANSACTION IN RELATION TO THE DISTRIBUTION AGREEMENT AND ENTERING INTO A SUB-DEALER AGREEMENT

The Board is pleased to announce that on 22 April 2015 (after the trading hours of the Stock Exchange), the Distributor, being an indirect wholly-owned subsidiary of the Company, entered into a Sub-dealer Agreement with the Sub-dealer, pursuant to which, the Sub-dealer was appointed, on a non-exclusive basis, as a sub-dealer for the sale and marketing of sports cars “ Gumpert Apollo ” in the Contracted Territories. The Service Fee for the service to be rendered by the Sub-dealer pursuant to the Subdealer Agreement for the sale of each of the Vehicle will be determined on a case-bycase basis.

This announcement is made by the Wealth Glory Holdings Limited (the “ Company ”) on a voluntary basis. The purpose of this announcement is to keep the shareholders and potential investors of the Company informed of the latest update of the discloseable transaction in relation to the Distribution Agreement.

Reference is made to the announcements (the “ Announcements ”) of the Company dated 23 September 2014, 16 October 2014 and 17 October 2014 in relation to, among others, the Distribution Agreement entered into by an indirect wholly-owned subsidiary of the Company. Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcements.

The Board is pleased to announce that on 22 April 2015 (after the trading hours of the Stock Exchange), the Distributor, being an indirect wholly-owned subsidiary of the Company, entered into a Sub-dealer Agreement with the Sub-dealer, pursuant to which, the Sub-dealer was appointed, on a non-exclusive basis, as a sub-dealer for the sale and marketing of sports cars “ Gumpert Apollo ” in the Contracted Territories. The Service Fee for the service to be rendered by the Sub-dealer pursuant to the Sub-dealer Agreement for the sale of each of the Vehicle will be determined on a case-by-case basis.

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SUB-DEALER AGREEMENT

Date

: 22 April 2015

• Parties : (i) the Sub-dealer : Zega Larry Holdings Limited, a company incorporated in the Republic of Seychelles; and

  • (ii) the Distributor : Bright Billion Holdings Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company.

• Term : The engagement of the Sub-dealer shall commence on the date of the Sub-dealer Agreement and shall continue subject to the termination provisions provided therein and either party may terminate the Sub-dealer Agreement by giving to the other party not less than one month prior notice in writing.

• Subject matter of : The Sub-dealer is engaged, on a non-exclusive basis, for the engagement the purposes of sale and marketing of sports cars “Gumpert Apollo” in the Contracted Territories to prospective clients for the Distributor.

• Exclusivity

  • : The engagement is on a non-exclusive basis.

• Service Fee

• : In consideration of the services to be rendered by the Subdealer pursuant to the Sub-dealer Agreement, the Distributor shall pay to the Sub-dealer certain service fee to be determined by reference to the specifications and the Distributor’s overall purchase price of each specific Vehicle sold successfully and to be negotiated between the Distributor and the Sub-dealer on a case-by-case basis.

INFORMATION ON THE SUB-DEALER

The Sub-dealer is a company incorporated in the Republic of Seychelles. It is principally engaged in marketing of high-end consumer products and promoting luxury products to its clients. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Sub-dealer and its ultimate beneficial owner is an Independent Third Party.

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REASONS FOR THE ENGAGEMENT

The Company is an investment holding company and the Group is principally engaged in the manufacture and sale of fresh and dried noodles, investment holding in coal trading business and trading of natural resources and commodities.

The Group is actively exploring for business opportunities based on the experience and business connections of its management in various fields. The Group’s engagement in the supercar distribution business in the PRC is one of business opportunities being explored.

The Board believes that the Engagement would assist the Group in carrying out its supercar distribution business in the PRC.

DEFINITIONS

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

“Board”	the board of Directors
“Company”	Wealth Glory Holdings Limited, a company
	incorporated in the Cayman Islands with limited
	liability and the issued Shares of which are listed on
	the GEM
“Contracted Territories”	Chengdu, Nanjing, Shijiazhuaung and Guiyang, the
	PRC
“Directors”	directors of the Company
“Engagement”	the engagement of the Sub-dealer as a non-exclusive
	sub-dealer for the sale and marketing of the Vehicles in
	the Contracted Territories
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the
	GEM
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Independent Third	any persons or company(ies) and their respective
Party(ies)”	ultimate beneficial owner(s), to the best of the
	Directors’ knowledge, information and belief having
	made all reasonable enquiries, are third parties
	independent of the Company and its connected persons

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“ PRC ”

the People’s Republic of China, which for the purpose of this agreement excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“ Share(s) ”

ordinary share(s) of HK$0.01 each in the share capital of the Company

“ Stock Exchange ”

The Stock Exchange of Hong Kong Limited

• “ Vehicle(s) ”

Sports cars “Gumpert Apollo”

By order of the Board Wealth Glory Holdings Limited Wong Ka Wah, Albert Chairman

Hong Kong, 22 April 2015

As at the date of this announcement, the Board comprises eight Directors, including two executive Directors, namely Mr. Wong Ka Wah, Albert and Mr. Hong Sze Lung; three non-executive Directors, namely Mr. Lau Wan Pui, Joseph, Mr. Law Chung Lam, Nelson and Mr. Kwong Yuk Lap; and three independent non-executive Directors, namely Mr. Leung Ka Tin, Mr. Tam Chak Chi and Mr. Chow Chi Fai.

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 GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting and on the website of the Company at www.wealthglory.com.

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