Go Up Education Technology Limited — M&A Activity 2014

May 9, 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.

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 IN RESPECT OF POSSIBLE ACQUISITION OF 100% EQUITY INTERESTS IN LIUPENSHUI MINGXING COAL MINING COMPANY LIMITED[#]

The Board announces that on 9 May 2014 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding MOU with the Vendors in relation to the Possible Acquisition of the entire equity interests in the Target Company.

The Target Company was established in the PRC with limited liability and the Target Group is principally engaged in coal mines development and investment, coal mining, sale of construction materials, electrical and mechanical equipment and metallic materials etc. The Target Group owns and/or will own a series of coal mining rights in respect of the Coal Mines in Guizhou Province, the PRC. As at the date of this announcement, the Target Company is owned as to 51% by the 1st Vendor and as to 49% by the 2nd Vendor.

The Board wishes to emphasize that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is materialised, it may constitute a notifiable transaction on the part of the Company.

Shareholders and investors are urged to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Possible Acquisition will be made by the Company in compliance with the GEM Listing Rules as and when appropriate.

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This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the SFO.

On 9 May 2014 (after the trading hours of the Stock Exchange), the Company entered into the non-legally binding MOU with the Vendors in relation to the Possible Acquisition of the entire equity interests in the Target Company.

THE MOU

Date: 9 May 2014

Parties: (i) the Company; (ii) the 1st Vendor; and (iii) the 2nd Vendor.

The 1st Vendor is Mr. Jin Xin[#] (金鑫). The 2nd Vendor is Mr. Xu Panxiang[#] (徐盤 祥). To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the 1[st] Vendor and 2[nd] Vendor and their respective associates is an Independent Third Party.

MAJOR TERMS OF THE MOU

Under the MOU, it is proposed that the Company will acquire the Sale Interest from the Vendors. The consideration for the Possible Acquisition and the payment terms of such consideration shall be subject to further negotiation between the Company and the Vendors.

In the event that the whole or any part of the consideration for the Possible Acquisition be payable by the Purchaser by procuring the Company to allot and issue new Shares, subject to further negotiation between the Company and the Vendors, the issue price of and/or the initial conversion price for new Shares shall be determined with reference to the trading prices of the Shares, such that the issue price of and/or the initial conversion price for new Shares shall be (a) subject to a discount of approximately 5% to the average closing price per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Framework Agreement; or (b) subject to a discount of approximately 5% to the average closing price per Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to the date of the Formal Agreement (as the case may be).

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If the Formal Agreement is not entered into on or before the expiry of the Exclusivity Period, or such later date as the parties thereto may agree in writing, the MOU shall cease and terminate, and neither party shall have any obligations and liabilities to each other (save and except for any antecedent breach of the terms of the MOU).

Framework Agreement

Upon the signing of the MOU, the Purchaser has the right to conduct due diligence review as it may consider appropriate on the Target Group and the Vendors shall provide and procure the Target Group and its agents to provide such assistance as the Purchaser or its agents may reasonably require in connection with such review.

Pursuant to the MOU, if the Company is satisfied with the results of due diligence review to be conducted on the Target Group, subject to further negotiation between the Company and the Vendors, a Framework Agreement shall be entered into among the Company and the Vendors, pursuant to which (a) a sum of not more than HK$5,000,000 shall be payable by the Company to an escrow agent as deposit; and (b) a sum of not more than HK$5,000,000 shall be payable by the Vendors (in proportion to their respective contributions to the paid-up capital of the Target Company) to an escrow agent as earnest money. The amount of the Deposits and the conditions in relation to the payment of and the release of the Deposits shall be determined in accordance with the terms and conditions of the Framework Agreement as the Company and the Vendors may agree.

Exclusivity

It is also agreed that each of the Vendors will not within six months after the date of the MOU, or such later date as the parties thereto may agree in writing (the “Exclusivity Period”), discuss or negotiate with any party other than the Purchaser in relation to the Possible Acquisition or other corporate assets and interest in relation to the Possible Acquisition.

Information on the Target Group

The Target Company was established in the PRC with limited liability. The Target Group is principally engaged in coal mines development and investment, coal mining, sale of construction materials, electrical and mechanical equipment and metallic materials etc. As at the date of this announcement, the Target Company has a registered capital of RMB100,000,000 and is owned as to 51% by the 1[st] Vendor and as to 49% by the 2[nd] Vendor.

As at the date of the announcement, the Target Group owns and/or will own a series of coal mining rights in respect of certain coal mining areas located in Guizhou Province, the PRC covering an aggregate area of approximately 19,000,000 square meters. Based on the information provided by the Vendors, the orginal valid periods of the licenses for the coal mining rights ranged from approximately 3 years to 10 years with an aggregate planned production scale of approximately 2,400,000 tonnes per annum.

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The Company and the Vendors will proceed to the negotiation for a legally-binding Formal Agreement on or before the date falling six (6) months from the date of the MOU (or such later date as the parties thereto may agree in writing). The entering into of the Formal Agreement shall be subject to, including but not limited to, the Company being satisfied with the result of the due diligence review to be conducted by the Company on the Target Group.

Reasons for the Possible Acquisition

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 including coal business. The Board believes that the Possible Acquisition would strengthen the Group’s presence in the coal–related business and allow the Group access to more business and investment opportunities in the PRC and further enhance the profitability of the Group, and the Board is confident that the operation of the Target Group will contribute positively to the Group. Hence, the Directors are of the view that the Possible Acquisition will maximize the future contribution to the Group and that the Possible Acquisition is in the interest of the Group and the Shareholders as a whole. The Directors consider that the Possible Acquisition will strengthen the Group’s asset base and also provide a better control over the supply of coal in supplementing the Group’s existing coal trading business as a result of a vertical integration.

General

The MOU does not constitute legally-binding commitment in respect of the Possible Acquisition.

The Board wishes to emphasize that no binding agreement in relation to the Possible Acquisition has been entered into as at the date of this announcement. As such, the Possible Acquisition may or may not proceed. If the Possible Acquisition is materialised, it may constitute a notifiable transaction on the part of the Company pursuant to Chapter 19 of the GEM Listing Rules. In this regard, the Company will comply with the reporting, disclosure and/or Shareholders’ approval requirements under the GEM Listing Rules.

Shareholders and investors are urged to exercise caution when dealing in the securities of the Company . Further announcement in respect of the Possible Acquisition will be made by the Company in compliance with the GEM Listing Rules as and when appropriate.

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DEFINITIONS

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

• “ 1st Vendor ”

• Mr. Jin Xin[#] (金鑫), being an Independent Third Party and is the owner of 51% equity interests in the Target Company as at the date of this announcement

• “ 2nd Vendor ”

• Mr. Xu Pangxiang[#] (徐盤祥), being an Independent Third Party and is the owner of 49% equity interests in the Target Company as at the date of this announcement

• “ associates ” has the meaning ascribed thereto in the GEM Listing Rules

• “ 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

• “ Coal Mines ” the coal mining areas located in Guizhou Province, the PRC covering an aggregate area of approximately 19,000,000 square meters

• “ Company ” Wealth Glory Holdings Limited, a company incorporated in the Cayman Islands and the issued Shares of which are listed on GEM

• “ Deposits ” collectively, (a) a sum of not more than HK$5,000,000 payable by the Company to an escrow agent as deposit and (b) a sum of not more than HK$5,000,000 payable by the Vendors to an escrow agent as earnest money

• “ Directors ” directors of the Company

• “ Formal Agreement ”

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

• “ Framework Agreement ” the framework sale and purchase agreement to the Formal Agreement which may or may not be entered in relation to the Possible Acquisition

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

• “ Independent Third Party(ies)”

• any person(s) or company(ies) and their respective ultimate beneficial owner(s), to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are not connected persons of the Company and are third parties independent of the Company and its connected persons in accordance with the GEM Listing Rules

• “ MOU ”

• the non-legally binding memorandum of understanding dated 9 May 2014 entered into between the Company and the Vendors setting out the preliminary understanding in relation to the Possible Acquisition

• “ Possible Acquisition ”

• the possible acquisition by the Company from the Vendors of the entire equity interests of the Target Company as contemplated under the MOU

• “ Purchaser ” the Company or a subsidiary of the Company designated for the purpose of acquiring from the Vendors of the entire equity interests of the Target Company as contemplated under the MOU

• “ PRC ” the People’s Republic of China, which for the purpose of this announcement shall exclude Hong Kong, Taiwan and Macau Special Administrative Region of the PRC

• “ Sale Interest ”

• 100% of the equity interests of the Target Company

• “ SFO ”

• The Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong)

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

• “ Shareholder(s) ”

the holder(s) of Share(s)

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“ Stock Exchange ” The Stock Exchange of Hong Kong Limited “ Target Company ” 六盤水銘興煤業有限公司 ( t r a n s l i t e r a t e d a s Liupenshui Mingxing Coal Mining Company Limited[#] ), a company established in the PRC with limited liability “ Target Group ” Target Company and its subsidiary(ies) and the legal entities beneficially owned by the Target Company “ Vendors ” collectively, the 1st Vendor and the 2nd Vendor “ HK$ ” Hong Kong dollars, the lawful currency for the time being of Hong Kong “ RMB ” Renminbi, the lawful currency of the PRC “ % ” per cent.

# The English translation of Chinese names or words in this announcement, where indicated, are included for information purpose only, and should not be regarded as the official English translation of such Chinese names or words.

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

Hong Kong, 9 May 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. May Tai Keung, Nicholas, 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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