hmvod Limited — M&A Activity 2018

Oct 10, 2018

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.

hmvod Limited h m v o d 視 頻 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8103)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED ACQUISITION

This announcement is made by hmvod Limited (the ‘‘Company’’ and together with its subsidiaries, the ‘‘Group’’) pursuant to Rule 17.10 (2)(a) of the rules governing the listing of securities on GEM made by The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and the Inside Information Provisions (as defined in the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong).

MEMORANDUM OF UNDERSTANDING

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company is pleased to announce that on 10 October 2018 (after trading hours), Admiral Noble Limited, a wholly-owned subsidiary of the Company (the ‘‘Potential Purchaser’’) entered into a nonlegally binding memorandum of understanding (the ‘‘MOU’’) with Ease Beacon Limited (the ‘‘Potential Vendor’’).

Pursuant to the MOU, the Potential Purchaser intends to acquire and the Potential Vendor intends to dispose of, 51% issued share capital in Scape Bliss Limited (the ‘‘Proposed Acquisition’’). As at the date of the MOU, the Potential Vendor holds the entire issued share capital of Scape Bliss Limited (the ‘‘Target Company’’).

INFORMATION ON THE TARGET COMPANY

The Target Company has one wholly-owned subsidiary, Sunrise IVF (HK) Service Limited (‘‘Sunrise IVF’’), a company incorporated in Hong Kong with limited liability. The Target together with Sunrise IVF (the ‘‘Target Group’’) are principally engaged in the business of providing intermediary and referral services to customers and in-vitro fertilization services providers in Thailand and Cambodia and to provide relevant consultation and follow up services.

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Sunrise IVF has entered into a corporation agreement (the ‘‘Corporation Agreement’’) with Shenzhen Sunrise International Health Consultation Company Limited (深圳市曦蕾 國際健康顧問有限公司) (‘‘Shenzhen Sunrise’’), a limited liability company established in Shenzhen, People’s Republic of China. Under the Corporation Agreement, Shenzhen Sunrise will market and source for customers in the mainland China market for Sunrise IVF and Sunrise IVF will provide intermediary and referral services for the mainland China customers sourced by Shenzhen Sunrise to in-vitro fertilization services providers in Thailand and Cambodia and to provide consultation and follow up services to those customers.

The Corporation Agreement further provides that Shenzhen Sunrise will guarantee Sunrise IVF a net profit after tax for the years 2019, 2020 and 2021 of not less than HK$20 Million, HK$30 Million and HK$30 Million respectively.

PRINCIPAL TERMS OF THE MOU

Date

10 October 2018 (after trading hours)

Parties

• (i) the Potential Purchaser; and

• (ii) the Potential Vendor.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Potential Vendor and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined under the GEM Listing Rules).

Consideration

The consideration for the Proposed Acquisition and the manner of payment shall be further negotiated between the Potential Purchaser and the Potential Vendor and be determined in the Formal Agreement (as defined below).

Due diligence review

The Potential Purchaser may conduct due diligence review for the Proposed Transaction, including the assets, liabilities, contracts, commitments, undertaking, business, financial, legal and taxation aspects of the Target Group and the businesses it engaged in. The Potential Vendor shall furnish by itself and/or procure the Target Group to furnish the Potential Purchaser with all necessary information concerning the Proposed Transaction within its custody and possession as the Potential Purchaser may reasonably require and provide all assistance and access as the Purchaser’s professional consultants may require.

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Exclusivity

In consideration of the sum of Hong Kong Dollar One (HK$1.00) only paid by the Potential Purchaser to the Potential Vendor, the Potential Vendor has agreed with the Potential Purchaser that during a two (2) months period after the date of execution of the MOU (or such other date as agreed between the Potential Purchaser and the Potential Vendor in writing) (the ‘‘Exclusivity Period’’), the Potential Purchaser shall have exclusive right to negotiate with the Potential Vendor in relation to the terms of the Proposed Acquisition. During the Exclusivity Period, the Potential Vendor shall not solicit, initiate or encourage submission of further proposals or offers from any person, either directly or indirectly, relating to the Proposed Transaction or any possible disposal of any equity interest or assets of any members of the Target Group or do anything which is inconsistent with or undermine the Proposed Transaction.

Formal Agreement

The Potential Purchaser and the Potential Vendor intend to enter into a formal agreement for the Proposed Transaction (‘‘Formal Agreement’’) during the Exclusivity Period.

Termination

The MOU will be terminated at the earlier of:

• (i) the expiry of the Exclusivity Period; or

• (ii) the date of execution of the Formal Agreement.

Binding effect

Save for the provisions relation to due diligence review, the Exclusivity Period, confidentiality, termination, notices, binding effect, governing law and jurisdiction, the MOU does not constitute a legally binding agreement on the parties to the MOU.

REASONS FOR AND BENEFITS OF THE PROPOSED ACQUISITION

In order to maximise return to the Company and the shareholders of the Company in the long run, the Directors consider that it is in the interest of the Company to enter into the MOU to explore the possibility of diversification of the business of the Group. The Proposed Acquisition, should it materialise, will enhance the corporate development of the Group which will be in the best interests of the Company and its shareholders as a whole.

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GENERAL

As at the date of this announcement, the terms and conditions of the Proposed Acquisition are still being negotiated and no legally binding agreement has been entered into. The Proposed Acquisition, if materialised, may constitute a notifiable transaction for the Company under the GEM Listing Rules. Further announcement(s) will be made by the Company as and when appropriate in compliance with the GEM Listing Rules.

AS THE PROPOSED ACQUISITION MAY OR MAY NOT PROCEED, SHAREHOLDERS AND INVESTORS ARE REMINDED TO EXERCISE CAUTION WHEN DEALING IN THE SHARES.

By Order of the Board hmvod Limited Lau Kelly

Executive Director

Hong Kong, 10 October 2018

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Mr. Lau Kelly Ms. Ho Chi Na

Mr. Yuen Koon Tung

Independent non-executive Directors:

Mr. Hau Chi Kit

Mr. Ma Stephen Tsz On

Mr. Ho Siu King, Stanley

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 http://www.hkgem.com 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.trilliongrand.com.hk.

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