MemeStrategy, Inc. — 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 joint 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 joint announcement.

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Howkingtech International Holding Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

HOME OFFICE DEVELOPMENT LIMITED

HOWKINGTECH INTERNATIONAL HOLDING LIMITED

濠曝科技國際控股有限公司*

(Incorporated in British Virgin Island with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2440)

JOINT ANNOUNCEMENT

(I) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFERS BY LEGO SECURITIES LIMITED FOR AND ON BEHALF OF HOME OFFICE DEVELOPMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF AND TO CANCEL ALL OUTSTANDING SHARE OPTIONS OF HOWKINGTECH INTERNATIONAL HOLDING LIMITED (OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY HOME OFFICE DEVELOPMENT LIMITED AND/OR PARTIES ACTING IN CONCERT WITH IT);

(II) RESULTS OF THE OFFERS;

(III) SETTLEMENT OF THE OFFERS;

AND

(IV) PUBLIC FLOAT OF THE COMPANY

Financial adviser to Home Office Development Limited

Lego Corporate Finance Limited

力高企業融資有限公司

Independent Financial Adviser to the Independent Board Committee

Innovax Capital

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Reference is made to the Composite Document jointly issued by the Offeror and the Company dated 7 March 2025 in relation to the Offers. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFERS

The Offeror and the Company jointly announce that the Offers were closed at 4:00 p.m. on Friday, 28 March 2025. The Offers were not revised or extended by the Offeror.

RESULTS OF THE OFFERS

As at 4:00 p.m. on Friday, 28 March 2025, being the latest time and date for acceptance of the Offers as set out in the Composite Document, the Offeror had received (i) valid acceptances in respect of a total of 18,000 Offer Shares under the Share Offer, representing approximately 0.0073% of the entire issued share capital of the Company as at the date of this joint announcement; and (ii) no valid acceptance for the Option Offer.

SETTLEMENT OF THE OFFERS

Remittances in respect of the cash consideration (after deducting the seller's ad valorem stamp duty) payable in respect of the Offer Shares tendered under the Share Offer have been, or will be, despatched to the accepting Offer Shareholders by ordinary post at their own risk as soon as possible, but in any event no later than seven (7) Business Days following the date of receipt by the Registrar (in respect of the Share Offer) of the duly completed Forms of Acceptance and all requisite documents to render the acceptance under the Share Offer complete and valid in accordance with the Takeovers Code.

The latest date for posting of the remittances in respect of valid acceptances received under the Share Offer is Wednesday, 9 April 2025.

SHAREHOLDING STRUCTURE OF THE COMPANY

Immediately prior to the commencement of the Offers, the Company had a total of 233,974,000 Shares in issue. As at the date of this joint announcement, the Company had a total of 245,319,513 Shares in issue as a result of exercise of Share Options by Ms. Wang, Mr. Feng and Mr. Wang, all being the Directors, and other employees of the Company. Nil Share Options had been tendered for cancellation under the Option Offer and the remaining 2,030,487 Share Options had lapsed immediately after the close of the Option Offer pursuant to the terms of the Share Option Scheme.

Immediately prior to the commencement of the Offers, the Offeror and parties acting in concert with it were interested in a total of 157,755,400 Shares, representing approximately 67.42% of the total issue share capital of the Company immediately prior to the commencement of the Offers.

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Immediately after the close of the Offers, taking into account the valid acceptances in respect of a total of 18,000 Offer Shares under the Share Offer, the Offeror and parties acting in concert became interested in a total of 157,773,400 Shares, representing approximately 64.31% of the total issued share capital of the Company immediately after the close of the Offers and as at the date of this joint announcement.

Save for and except the aforesaid, neither the Offeror nor any parties acting in concert with it had (i) held, controlled or directed any Shares or rights over the Shares immediately before the commencement of the Offer Period; (ii) acquired or agreed to acquire any Shares or other securities of the Company or rights over the Shares over the Offer Period; or (iii) borrowed or lent any Shares or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period.

Set out below is the shareholding structures of the Company (i) immediately prior to the commencement of the Offers; and (ii) immediately after the close of the Offers and as at the date of this joint announcement:

	Immediately prior to the commencement of the Offers		Immediately after the close of the Offers and as at the date of this joint announcement
	Number of Shares	% (approximate)	Number of Shares	% (approximate)
The Offeror and parties acting in concert with it	157,755,400	67.42	157,773,400	64.31
Directors
- Ms. Wang	-	-	7,977,097	3.25
- Mr. Feng	-	-	1,500,416	0.61
- Mr. Wang	-	-	580,000	0.24
Sub-total	-	-	10,057,513	4.10
Public Shareholders	76,218,600	32.58	77,488,600	31.59
Total	233,974,000	100.00	245,319,513^{(1)}	100.00^{(2)}

Notes:
(1) the increase in the total number of issued Shares is as a result of the exercise of the Share Options.
(2) the sum of the percentages represented in the table may not add up to 100.00% due to rounding.

PUBLIC FLOAT OF THE COMPANY

Immediately after the close of the Offers and as at the date of this joint announcement, assuming that the transfer to the Offeror of those Offer Shares acquired by the Offeror under the Share Offer has been completed in full, a total of 77,488,600 Shares, representing approximately 31.59% of the entire issued share capital of the Company, are held by the public (as defined in the Listing Rules).

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Accordingly, as at the date of this joint announcement, the Company continues to satisfy the minimum public float requirement as set out under Rule 8.08(1)(a) of the Listing Rules.

By order of the board of
Home Office Development Limited
Chan Chin Ching
Director

By order of the Board of
Howkingtech International Holding Limited
Chen Ping
Chairman and executive Director

Hong Kong, 28 March 2025

As at the date of this joint announcement, the executive Directors are Dr. Chen Ping, Ms. Wang Zheshi, Mr. Feng Yijing and Mr. Wang Jun; and the independent non-executive Directors are Mr. Gu Jiong, Mr. Yang Hai and Mr. Fong Wo, Felix.

This joint announcement includes particulars given in compliance with the Listing Rules and the Takeovers Code for the purpose of giving information with regard to the Company. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than those relating to the Offeror), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

As at the date of this joint announcement, the directors of the Offeror are Mr. Chan Chin Ching and Mr. Chan Chin Chun.

The directors of the Offeror accept full responsibility for the accuracy of information contained in this joint announcement (other than those relating to the Group, the Selling Shareholders or any of their associates or any parties acting in concert with any of them) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

In the case of inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

• For identification purpose only
  ** The English translation of Chinese names or words in this joint 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.