Go Up Education Technology Limited — M&A Activity 2011

Dec 1, 2011

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 Cayman Islands with limited liability) (Stock Code: 8269)

MEMORANDUM OF UNDERSTANDING IN RESPECT OF

A POSSIBLE ACQUISITION OF COPPER MINING RIGHTS IN TIBET, THE PRC

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.

The Board is pleased to announce that on 1 December 2011, the Purchaser and the Vendor entered into the MOU in relation to the Possible Acquisition pursuant to which the Purchaser proposes to acquire from the Vendor part of the issued share capital of the Target Company, at a price and on further terms and conditions to be agreed. The principal business and asset of the Target Group is its not less than 51% interest and rights in certain copper mining sites located in Tibet, the PRC. Details of the principal terms of the MOU are set out below.

As at the date of this announcement, no definitive terms have been agreed and no formal agreement in relation to the Possible Acquisition has been entered into and the Possible Acquisition may or may not proceed.

As the Possible Acquisition may or may not proceed, Shareholders and investors should exercise caution in dealing in the shares of the Company.

This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.

MEMORANDUM OF UNDERSTANDING

The Board is pleased to announce that on 1 December 2011, the Purchaser and the Vendor entered into the MOU in relation to the Possible Acquisition pursuant to which the Purchaser proposes to acquire from the Vendor part of the issued share capital of the Target Company, at a price and on further terms and conditions to be agreed.

THE TARGET COMPANY

The Target Company is incorporated in British Virgin Islands. The principal business and asset of the Target Group is its not less than 51% interest and rights in certain copper mining sites located in Tibet, the PRC. The Vendor is the legal and beneficial owner of certain issued share capital of the Target Company. To the best of the Director’s knowledge, information and belief, and having made all reasonable enquires, the Vendor is a third party independent of the Company and its connected persons (as defined in the GEM Listing Rules).

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PRINCIPAL TERMS OF THE MOU

The Possible Acquisition

The Vendor proposes to sell and the Purchaser proposes to buy, at the Purchaser’s discretion, part of the issued share capital of the Target Company.

The Possible Acquisition is subject to:

• (i) the Purchaser having conducted and being satisfied with the results of its legal, financial, technical, business and other due diligence review in relation to the Target Company and the mining and exploration licences and other assets and rights held or controlled by the Target Company;

• (ii) the satisfactory execution, delivery and completion of all definitive contractual documentation governed by Hong Kong law and in respect of the Possible Acquisition;

• (iii) a PRC legal opinion (in form and substance satisfactory and acceptable to the Purchaser) in relation to the transactions contemplated under the definitive agreement to be signed in relation to the Possible Acquisition having been obtained by the Vendor from a firm of PRC lawyers;

• (iv) the passing by the Shareholders at special general meeting(s) of the Company the necessary resolutions to approve the transactions contemplated under the definitive agreement to be signed in relation to the Possible Acquisition, as required by the GEM Listing Rules, its constitutional documents and all applicable laws and regulations; and

• (v) the obtaining of any and all corporate approvals and any approvals or consents from all governmental or regulatory authorities in Hong Kong and the PRC (including the Stock Exchange and/or the Hong Kong Securities and Futures Commission) required for the Possible Acquisition.

Exclusivity

Under the MOU, the Vendor has granted the Purchaser the exclusive right to negotiate with the Vendor with a view to agreeing and executing the definitive agreement in relation to the Possible Acquisition expiring on 28 February 2012 (the “Exclusivity Period”).

The Purchaser is entitled to extend the Exclusivity Period for a further three months by notifying the Vendor in writing no later than seven days prior to the expiration of the Exclusivity Period.

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GENERAL

The Group is principally engaged in (i) the supply and sale of dried noodles including bowl noodles and packed noodles and (ii) the manufacture and sale of fresh noodles, including but not limited to hefen, wonton noodles and yi mein. Although the Group has been implementing the scheduled business objectives and future plans, taking into account the continuously unstable global economy, the Group has been considering possible business expansion and/or diversification should such opportunities arise. The Board consider the Possible Acquisition is an opportunity which the Group should explore further.

However, as at the date of this announcement, no definitive terms have been agreed and no definitive agreement in relation to the Possible Acquisition has been entered into and the Possible Acquisition may or may not proceed. Other than provisions relating to exclusivity, confidentiality, cost and expenses, notice, binding effect and governing law and jurisdiction, the terms set out in the MOU are not legally-binding.

As the Possible Acquisition may or may not proceed, Shareholders and investors should exercise caution in dealing in the shares of the Company.

Further announcement(s) in respect of the Possible Acquisition will be made by the Company in accordance with all applicable requirements of the GEM Listing Rules as and when appropriate.

DEFINITIONS

Unless the context requires otherwise, capitalized terms used herein shall have the following meanings:

“Board”	the board of Directors;
“Company”	Wealth Glory Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, the shares of which are listed
	on GEM;
“Director(s)”	the director(s) of the Company;
“GEM”	The Growth Enterprise Market of the Stock Exchange;
“GEM Listing Rules”	Rules Governing the listing of Securities on GEM, as amended
	from time to time;
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China;
“MOU”	the memorandum of understanding dated 1 December 2011
	entered into between the Purchaser and the Vendor in relation to
	the Possible Acquisition;
“PRC”	the People’s Republic of China which, for the purpose of this
	Announcement, excludes Hong Kong, the Macau Special
	Administrative Region of the People’s Republic of China and
	Taiwan;

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“Possible Acquisition” the Possible Acquisition by the Purchaser (or its subsidiary) of part of the issued share capital of the Target Company from the Vendor as described under the section “The Possible Acquisition” in this announcement;

“Purchaser” Silver Summit Investments Limited （ 銀鋒投資有限公司 ） , a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company;

“Shareholder(s)” holder(s) of the share(s) of the Company;

“Stock Exchange” The Stock Exchange of Hong Kong Limited;

“Target Company” Gold Raise Holdings Ltd. （ 升金控股有限公司 ） , a company incorporated in the British Virgin Islands and having not less than 51% interest and rights in certain copper mining sites located in Tibet, the PRC;

“Target Group” the Target Company together with its subsidiaries; and

“Vendor”

Wu Zhao (吳釗), a third party independent of the Company and its connected persons

.

By Order of the Board Wealth Glory Holdings Limited Lee Yau Lin Jenny Chairman

Hong Kong, 1 December 2011

As at the date of this announcement, the Board comprises five Directors, including two executive Directors namely Ms. LEE Yau Lin Jenny and Mr. WONG Wing Fat; and three independent non-executive Directors, namely Mr. HO Wai Hung, Ms. CHEUNG Kin, Jacqueline and Ms. MAK Yun Chu.

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 GEM website at www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement will also be posted on the website of the Company at www.lmfnoodle.com.

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