Go Up Education Technology Limited — M&A Activity 2016

Aug 5, 2016

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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 RELATION TO THE POSSIBLE ACQUISITION OF 100% EQUITY INTERESTS IN LUDUSON ENTERTAINMENT LIMITED

This announcement is made by the Company 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 Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

THE MOU

The Board announces that after the Stock Exchange trading hours on 5 August 2016, the Company and the Vendor entered into the MOU in relation to the possible acquisition of 100% equity interests in the Target Company. The Target Company is principally engaged in the development of augmented reality/virtual reality games and apps and the design and provision of customized interaction design solutions.

Pursuant to the MOU, the consideration for the Acquisition is expected to be satisfied by the Company by way of cash or allotment and issuance of new Shares or issuance of convertible bonds carrying rights to convert into new Shares, or a combination of any of the above or any other kind of consideration to the Vendor.

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 (i) the Company enter into the Agreement; (ii) decide not to proceed with the transactions contemplated under the MOU; or (iii) 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 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 Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

THE MOU

The Board announces that after the Stock Exchange trading hours on 5 August 2016, the Company and the Vendor entered into the MOU in relation to the Acquisition. Details of the MOU are set out below.

Date

• 5 August 2016

Parties:

• (i) the Company; and

• (ii) the Vendor.

As disclosed in the announcement of the Company dated 1 August 2016, the Group was recently in cooperation with the Target Company for the development and marketing of a series of children and family merchandises. As at the date of this announcement, the Target Company is wholly and beneficially owned by the Vendor. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, save for such business relationship between the Group and the Target Company, the Vendor is an Independent Third Party. As at the date of this announcement, the Vendor and her associates do not hold any Shares 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 Company.

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 cash or allotment and issuance of new Shares or issuance of convertible bonds carrying rights to convert into new Shares or a combination of any of the above or any other kind of consideration to the Vendor.

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Exclusivity period

The Vendor agreed that she will not and will procure that the Target Company 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 Company.

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

Subject to the entering into of the Agreement between the Vendor and the Company, 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 Company; (ii) where applicable, 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 due diligence, exclusivity, confidentiality, costs and governing law and jurisdiction of the MOU.

The failure to execute and deliver any Agreement in relation to the transaction contemplated herein shall impose no liabilities on the parties.

INFORMATION ON THE TARGET COMPANY

As advised by the Vendor, the Target Company is a company incorporated in Hong Kong in 2013 and is wholly and beneficially owned by the Vendor. It is principally engaged in the development of augmented reality (“ AR ”)/virtual reality (“ VR ”) games and apps and the design and provision of customized interaction design solutions in Hong Kong.

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As disclosed in the announcement of the Company dated 1 August 2016, the Group was recently in cooperation with the Target Company for the development and marketing of a series of children and family merchandises. Utilizing the expertise of the Target Company in the design and development of AR and VR games and apps, the Group has worked together with the Target Company in relation to the application of the AR apps developed by the Target Company on its merchandises. As advised by the Vendor, the Target Company specializes in the design, development and distribution of games and apps on mobile devices platform. Apart from mobile games and AR apps, the Target Company also provides customized interaction design solutions for its customers, which include, among others, film production company, theme park, airline company, hotel, telecommunications company and various shopping malls in Hong Kong.

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 (i) the Company enter into the Agreement; (ii) decide not to proceed with the transactions contemplated under the MOU; or (iii) 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

The following terms have the following meanings when used in this announcement, unless the context otherwise requires:

• “Acquisition” the possible acquisition by the Company of the entire equity interests in the Target Company held by the Vendor

“Agreement” the formal agreement which may or may not be entered into between the Company and the Vendor in relation to the Acquisition

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

“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 GEM (stock code: 8269)

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“connected person(s)” has the meanings as ascribed under the GEM Listing Rule “Director(s)” the 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” the Hong Kong Special Administrative Region of the PRC

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and any of its connected persons (having the meaning ascribed to it under the GEM Listing Rules)

• “MOU” the memorandum of understanding dated 5 August 2016 entered into between the Company and the Vendor setting out the preliminary understanding in relation to the Acquisition

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

• “Shareholder(s)” holder(s) of the issued Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Luduson Entertainment Limited, a company incorporated in Hong Kong and is wholly-owned by the Vendor

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“Vendor”

Ms. Leung Hiu Laam (梁曉嵐), being the beneficial owner of the entire issued share capital of the Target Company and an Independent Third Party

“%”

Per cent.

By order of the Board Wealth Glory Holdings Limited Hong Sze Lung Chairman

Hong Kong, 5 August 2016

As at the date of this announcement, the Board comprises five Directors, including one executive Director, namely, Mr. Hong Sze Lung; two non-executive Directors namely, Mr. Lau Wan Pui, Joseph and Mr. Law Chung Lam, Nelson and two independent non-executive Directors, namely, 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 the GEM website at www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at www.wealthglory.com.

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