Hung Hing Printing Group Limited — M&A Activity 2025

Mar 28, 2025

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.

NATIONAL UNITED RESOURCES HOLDINGS LIMITED

國家聯合資源控股有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 254)

VOLUNTARY ANNOUNCEMENT - MEMORANDUM OF UNDERSTANDING

This announcement is made by National United Resources Holdings Limited (the "Company", together with its subsidiaries, the "Group") on a voluntary basis.

MEMORANDUM OF UNDERSTANDING

The board (the "Board") of Directors (the "Directors") of the Company announces that, on 28 March 2025, the Company entered into a non-legally-binding memorandum of understanding ("MOU") with Ms. Yau Ping ("Ms. Yau"). Pursuant to the MOU, the Company intends to acquire all or part of the shares in Ah Dong Asset Holdings Limited (the "Target Company") beneficially owned by Ms. Yau (the "Proposed Acquisition").

The principal terms of the MOU are as follows:

Date: 28 March 2025

Parties: (1) the Company; and

(2) Ms. Yau.

To the best of the Directors' knowledge, information and belief, after having made all reasonable inquiries, the Target Company and its ultimate beneficial owner, Ms. Yau, are third parties independent of the Company and its connected persons as at the date of this announcement.

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Equity Interest to be Acquired and Consideration

The equity interest to be acquired in the Target Company and the consideration for the Proposed Acquisition remain subject to further negotiation between the parties to the MOU before executing any formal agreement.

Due Diligence Review

Pursuant to the MOU, the Company shall be entitled to conduct a due diligence review on the Target Company upon the signing of the MOU. The Target Company shall use their best endeavours to assist the Company in completing the due diligence review.

Non-legally Binding Effect

Save for the provisions regarding due diligence review, the MOU does not constitute a legally binding agreement on the parties to the MOU.

Information of the Target Company

The Target Company, incorporated in the British Virgin Islands, specializes in the distribution and servicing of high-end automobiles, covering multiple brands and several core cities, while integrating diversified operations such as sales, maintenance, and cultural experiences.

Reasons for and Benefits of the Proposed Acquisition

The Group has been actively seeking to expand its operations into more sectors. The Target Company possesses substantial experience and extensive resource accumulation in the high-end automobile sales domain. The management of the Company believes that, building on the Group's existing business foundation in the transportation sector, acquiring the Target Company would enable the Group to establish a foothold in the automotive sales market and create new profit growth drivers for the Group.

In light of the above, the Board considers that the MOU and the transactions contemplated thereunder are in line with the Company's development strategy. The relevant terms and conditions are fair and reasonable, and such transactions are in the interests of the Company and its shareholders as a whole

GENERAL

The MOU represents a preliminary mutual understanding of the parties regarding the Proposed Acquisition. Save for the provisions regarding due diligence review, the MOU will not create any legal liability to any of the parties in any respect. The Proposed Acquisition, if materializes, may or may not constitute a notifiable transaction of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). If the parties enter into a formal acquisition agreement, or if there are any material developments with respect to the Proposed Acquisition, the Company will make further announcement(s) in accordance with the Listing Rules as and when appropriate.

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As the Proposed Acquisition may or may not proceed, shareholders of the Company and potential investors are reminded to exercise caution when dealing in the shares of the Company.

By Order of the Board
National United Resources Holdings Limited
Ji Kaiping
Chairman

Hong Kong, 28 March 2025

As at the date of this announcement, the executive Directors are Mr. Ji Kaiping (Chairman), Mr. Guo Peiyuan, Ms. Mao Na, Mr. Tian Xin and Mr. Qiu Keshan, the non-executive Director is Mr. An Jingwen, and the independent non-executive Directors are Mr. Li Wen, Mr. Qiu Ke and Ms. Chen Yen Yung.

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