Go Up Education Technology Limited — M&A Activity 2016

Mar 2, 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

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, on 2 March 2016 (after the Stock Exchange trading hours), the Company and the Vendor entered into the MOU in relation to the possible acquisition of 100% equity interest in the Target Company. As advised by the Vendor, the Target Company is principally engaged in trading of games and console games in Hong Kong.

Pursuant to the MOU and 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 or the issue of convertible bonds carrying rights to convert into new Shares, or a combination of both, or by any other kind of consideration.

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 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 on 2 March 2016 (after the Stock Exchange trading hours), the Company and the Vendor entered into the MOU in relation to the Acquisition. Details of the MOU are set out below.

Date

2 March 2016

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 owner are not connected persons of the Company and are third party independent of the Company and its connected persons. As at the date of this announcement, the ultimate beneficial owner of the Vendor is a business consultant of the Company who owns 816,000 Shares and has been granted 12,300,000 Share Options in 2014 to subscribe for 12,300,000 Shares at the subscription price of HK$0.27 each. The number of Share Options and the subscription price were adjusted in January 2016 to 12,632,100 and HK$0.263 respectively as a result of the Open Offer, details of which are set out in the announcement of the Company dated 12 January 2016. None of the aforementioned Share Options has been exercised since date of grant and all the Share Options remained outstanding at the date of this announcement.

Save as disclosed above, as at the date of this announcement, the Vendor and its ultimate beneficial owner 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 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$0.0584 per Share, representing a discount of approximately 18% 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 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) 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 issue price/ conversion price for the Shares to be issued by the Company, due diligence, exclusivity, confidentiality, costs and governing law and jurisdiction of the MOU.

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

INFORMATION ON THE TARGET COMPANY

As advised by the Vendor, the Target Company is a company incorporated in Hong Kong with limited liability in 2012 and is wholly owned by the Vendor. The Target Company is principally engaged in trading of games and console games 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 the Company enter into the Agreement 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

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 interest in the Target Company from the Vendor

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

• “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)

• “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

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“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
“MOU”	the memorandum of understanding dated 2 March
	2016 entered into between the Company and the
	Vendor setting out the preliminary understanding
	in relation to the Acquisition
“PRC”	the People’s Republic of China (for the purpose
	of this announcement excluding Hong Kong,
	the Macau Special Administrative Region, and
	Taiwan)
“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)
“Share Option(s)”	the share option(s) issued or to be issued by the
	Company under the share option scheme adopted
	by the Company on 26 September 2010
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Target Company”	Azure Sea Company Limited, a company
	incorporated in Hong Kong with limited liability
	and is wholly-owned by the Vendor
“Vendor”	Azure Sea Developments Limited, a company
	incorporated in the British Virgin Islands with
	limited liability
“%”	Per cent.

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

Hong Kong, 2 March 2016

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As at the date of this announcement, the Board comprises nine Directors, including three executive Directors, namely Mr. Wong Ka Wah, Albert, Mr. Hong Sze Lung and Mr. Kwong Yuk Lap; three non-executive Directors namely, Mr. Lau Wan Pui, Joseph, Mr. Law Chung Lam, Nelson and Mr. Lu Xianglong 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 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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