Go Up Education Technology Limited — M&A Activity 2014

Aug 1, 2014

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8269)

MEMORANDUM OF UNDERSTANDING AND ARRANGER AGREEMENT IN RELATION TO THE POSSIBLE ACQUISITION

THE MOU

The Board announces that after the Stock Exchange trading hours on 1 August 2014, the Company and the Vendor entered into the MOU in relation to the possible acquisition of a 100% equity interest in the Target. The Target Group owns a total of eight vessels and is principally engaged in chartering of vessels in the PRC, Hong Kong, Singapore and the Southeast Asia region.

Subject to the terms and conditions of the Agreement, the consideration for the Acquisition is expected to be satisfied by the Company by way of allotment and issue of new Shares at the price of HK$0.2198 per Share, or the issue of convertible bonds carrying rights to convert into new Shares at the initial conversion price of HK$0.2198 per Share, or a combination of both.

THE ARRANGER AGREEMENT

On the same day, the Company also entered into the Arranger Agreement with the Arranger, pursuant to which the Company shall pay an arranger fee to the Arranger within 10 Business Days after completion of the Acquisition which shall be settled by the Company by way of allotment and issue of convertible bonds/new Shares bearing the same terms as those of the convertible bonds/new Shares to be issued to settle the consideration for the Acquisition.

The Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Shares. The Acquisition, if materialises, may constitute a notifiable transaction for the Company under the GEM Listing Rules. Should the Company enter into the Agreement or decide to terminate the MOU or there be any material development on the Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the GEM Listing Rules as and when appropriate.

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This announcement is made by the Company pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 17.10 of the GEM Listing Rules.

THE MOU

The Board announces that after the Stock Exchange trading hours on 1 August 2014, the Company and the Vendor entered into the MOU in relation to the Acquisition. Details of the MOU are set out below.

Date

• 1 August 2014

Parties:

• (i) the Company; and

• (ii) the Vendor.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Vendor and its ultimate beneficial owners are not connected persons of the Company and are third parties independent of the Company and its connected persons. As at the date of this announcement, the Vendor and its ultimate beneficial owners do not hold any Share or other securities in the Company.

Assets to be acquired

Subject to the parties entering into the Agreement, the Vendor shall sell and the Company shall acquire the entire issued share capital in the Target.

The principal assets of the Target Group comprise eight vessels including two very large crude carriers, one chemical tanker, one petrochemical tanker and four bunker barges, and the principal activities of the Target Group are the chartering of the vessels in the PRC, Hong Kong, Singapore and the Southeast Asia region.

Consideration

The consideration for the Acquisition will be subject to further negotiation between the parties to the MOU and is expected to be satisfied by the Company by way of allotment and issue of new Shares or convertible bonds carrying rights to convert into new Shares or a combination of the above, or by any other kind of consideration.

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To the extent that the whole or any part of the consideration for the Acquisition payable by the Company comprises any new Shares or convertible bonds carrying rights to convert into new Shares or any other kind of equity or equity linked securities to be issued by the Company, the issue price of and/or the initial conversion price for new Shares shall be HK$0.2198 per Share, representing a discount of 15% to the average of the closing prices per Share as quoted on the Stock Exchange for the last five (5) consecutive trading days immediately prior to the date of the MOU.

Exclusivity period

The Vendor agreed that it will not and will procure that the Target and its directors, officers, employees, representatives and agents will not, directly or indirectly, for a period of three (3) months from the date of the MOU, (i) solicit, initiate or encourage enquiries or offers from; or (ii) initiate or continue negotiations or discussions with or furnish any information to; or (iii) enter into any agreement or statement of intent or understanding with, any person or entity other than the Company with respect to the sale or other disposition of the equity interest in or the sale, subscription, or allotment of any part thereof or any other shares of the Target.

The parties shall negotiate in good faith towards one another in ensuring the Agreement be entered into as soon as possible and in any event, on or before the date falling three (3) months from the date of the MOU, or such later date as the parties to the MOU may agree.

Conditions

Completion of the Acquisition is conditional upon, among other things, (i) the Company being satisfied with the results of the due diligence review to be conducted after signing of the MOU on the assets, liabilities, operations and affairs of the Target Group; (ii) the passing by the Shareholders at an extraordinary general meeting of the Company to be convened and held of ordinary resolution(s) by poll to approve the Agreement and the transactions contemplated thereunder in accordance with the GEM Listing Rules and the applicable laws and regulations; and (iii) any other conditions agreed by the parties to be included in the Agreement.

Legal effect

The MOU is non-legally binding save for the provisions relating to, among other things, the issue price/conversion price for the securities to be issued by the Company, due diligence, exclusivity, confidentiality, costs and governing law and jurisdiction of the MOU.

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THE ARRANGER AGREEMENT

On the same day, the Company also entered into the Arranger Agreement with the Arranger, pursuant to which the Arranger introduced the Target to the Company and shall assist the Company in liaising with the Vendor, the Target and relevant parties to facilitate the Acquisition. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Arranger and its ultimate beneficial owner(s) are not connected persons of the Company and are third parties independent of the Company and its connected persons. As at the date of this announcement, the Arranger and its ultimate beneficial owners do not hold any Share or other securities in the Company.

In consideration of the services provided by the Arranger, the Company shall pay an arranger fee in the amount of HK$10.0 million to the Arranger within 10 Business Days after completion of the Acquisition, which shall be settled by the Company by way of issue of convertible bonds bearing the same terms as those of the convertible bonds to be issued to settle the consideration for the Acquisition. If the consideration for the Acquisition does not include the issue of convertible bonds by the Company, the arranger fee shall be settled by the Company by way of allotment and issue of new Shares to the Arranger at the issue price of HK$0.2198 per Share.

INFORMATION ON THE GROUP

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 Board considers the Acquisition allows the Group to tap into the vessel chartering business and strengthens the Group’s asset base and it is beneficial for the Group to seek suitable investment opportunities from time to time to diversify its existing business portfolio and to broaden the Group’s source of income.

The Acquisition may or may not proceed. Shareholders and investors are reminded to exercise caution when dealing in the Shares. The Acquisition, if materialises, may constitute a notifiable transaction for the Company under the GEM Listing Rules. Should the Company enter into the Agreement or decide to terminate the MOU or there be any material development on the Acquisition, the Company will inform the Shareholders and investors by way of announcement(s) in accordance with the GEM Listing Rules as and when appropriate.

DEFINITIONS

Unless the context requires otherwise, the capitalised terms used in this announcement shall have the following meanings:

“Acquisition”

the possible acquisition by the Company of the entire equity interest in the Target from the Vendor

“Agreement”

the formal sale and purchase agreement which may or may not be entered into in relation to the Acquisition

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“Arranger”

• Capital Pilot Limited, a company incorporated in British Virgin Islands with limited liability

• “Arranger Agreement” the arranger agreement dated 1 August 2014 entered into between the Company and the Arranger in relation to the provision of certain services by the Arranger to the Company in connection with the Acquisition

• “Board” the board of Directors

• “Business Day” a day (other than a Saturday or a Sunday or public holiday) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “Company” Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM (stock code: 8269)

• “connected person” has the meanings as ascribed under the GEM Listing Rules

• “Director(s)” director(s) of the Company

• “GEM” The Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “Hong Kong” Hong Kong Special Administrative Region of the PRC

• “MOU” the memorandum of understanding dated 1 August 2014 entered into between the Company and the Vendor setting out preliminary understanding in relation to the 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 PRC and Taiwan

• “Share(s)” ordinary share(s) of HK$0.01 each in the issued share capital of the Company

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“Shareholder(s)” holder(s) of the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target” Southernpec Singapore Storage and Logistics Limited, a company incorporated in the British Virgin Islands with limited liability, the entire equity interest of which is currently owned by the Vendor

“Target Group” the Target and its subsidiaries “Vendor” Southernpec Storage and Logistics Holding Limited, a company incorporated in Cayman Islands with limited liability “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

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

Hong Kong, 1 August 2014

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:(i) the information contained in this announcement is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on GEM website 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.lmfnoodle.com.

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