MemeStrategy, Inc. — M&A Activity 2025

Mar 6, 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.

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HOME OFFICE DEVELOPMENT LIMITED

(Hocorporated in British Virgin Island with limited liability)

HOWKINGTECH INTERNATIONAL HOLDING LIMITED

濠曠科技國際控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2440)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO 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)

Financial adviser to Home Office Development Limited

Independent Financial Adviser to the Independent Board Committee

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References are made to (i) the announcement jointly published by Home Office Development Limited (the “Offeror”) and the Howkingtech International Holding Limited (the “Company”) dated 24 January 2025 in relation to, among others, the SPAs and the Offers; (ii) the announcement jointly published by the Offeror and the Company dated 27 January 2025 in relation to the completion of acquisition of shares in the Company by the Offeror; (iii) the announcements jointly published by the Offeror and the Company dated 14 February 2025 and 28 February 2025, respectively, in relation to the delay in despatch of the composite offer and response document relating to the Offers (the “Composite Document”); and (iv) 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.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing, among others, (i) the terms of the Offers; (ii) the recommendation from the Independent Board Committee to the Offer Shareholders and the Optionholders; and (iii) the advice from the Independent Financial Adviser in respect of the Offers, together with the Forms of Acceptance, have been despatched to the Shareholders and the Optionholders on 7 March 2025 in accordance with the Takeovers Code.

EXPECTED TIMETABLE FOR THE OFFERS

Set out below is the expected timetable for the Offers as extracted from the Composite Document. The expected timetable set out below is indicative only and may be subject to change. Any changes to the timetable will be jointly announced by the Offeror and the Company as and when appropriate. All times and dates contained in this joint announcement shall refer to Hong Kong times and dates.

| Event | Time & Date
2025 |
| --- | --- |
| Despatch date of the Composite Document and the
accompanying Forms of Acceptance (Note 1) | Friday, 7 March |
| Offers open for acceptance (Note 1) | Friday, 7 March |
| Latest time and date for acceptance of the
Offers (Notes 2, 3 and 5) | by 4:00 p.m. on
Friday, 28 March |
| Closing Date (Notes 2 and 3) | Friday, 28 March |
| Announcement of the results of the Offers (or
its extension or revision, if any) on the website
of the Stock Exchange and the Company (Note 2) | by 7:00 p.m. on
Friday, 28 March |
| Latest date for posting of remittances for the amounts
due in respect of valid acceptances received
under the Offers (Notes 4 and 5) | Wednesday, 9 April |

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Notes:

1. The Offers, which are unconditional in all respects, are made on the date of despatch of the Composite Document, and are capable of acceptance on and from that date until 4:00 p.m. on the Closing Date. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except in the circumstances as set out in the section headed “6. Right of withdrawal” in Appendix I to the Composite Document.

2. In accordance with the Takeovers Code, the Offers must initially be open for acceptance for at least 21 days following the date on which the Composite Document is posted. The Offers will be closed for acceptances on the Closing Date. The latest time and date for acceptance of the Offers will be at 4:00 p.m. on Friday, 28 March 2025 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. The Offeror and the Company will jointly issue an announcement through the website of the Stock Exchange by no later than 7:00 p.m. on Friday, 28 March 2025, stating the results of the Offers and whether the Offers have been extended, revised or have closed for acceptance. In the event that the Offeror decides to extend or revise the Offers and the announcement does not specify the next closing date, at least 14 days’ notice by way of an announcement will be given before the Offers are closed to those Offer Shareholders and Optionholders who have not accepted the Offers.

3. Beneficial owners of the Offer Shares who hold their Offer Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements, details of which are set out in Appendix I to the Composite Document, for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

4. 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 will be despatched to the accepting Offer Shareholders by ordinary post at their own risk as soon as possible, and remittances in respect of the cash consideration payable for the Share Options tendered under the Option Offer will be despatched to the Optionholders 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) or the Company (in respect of the Option Offer) of the duly completed Forms of Acceptance and all requisite documents to render the acceptance under the Offers complete and valid in accordance with the Takeovers Code.

5. If there is a tropical cyclone warning signal number 8 or above, or a “black rainstorm warning” or “extreme condition” caused by super typhoon:

(i) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offers and the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, the latest time for acceptance of the Offers will remain at 4:00 p.m. on the same Business Day and the posting of remittances will remain on the same Business Day; or

(ii) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offers or the latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances, as the case may be, the latest time for acceptance of the Offers and posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. or such other day as the Executive may approve in accordance with the Takeovers Code.

Save as mentioned above, if the latest time for acceptance of the Offers does not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Offeror and the Company will jointly notify the Offer Shareholders and the Optionholders by way of announcement(s) on any change to the expected timetable as soon as practicable.

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The Offers are unconditional in all respects. Offer Shareholders and Optionholders are encouraged to read the Composite Document and the accompanying Forms of Acceptance carefully, including the letter from the Independent Financial Adviser and the letter from the Independent Board Committee before deciding whether or not to accept the Offers.

Shareholders, Optionholders and potential investors of the Company are reminded to monitor the announcements to be made by the Company or jointly by the Offeror and the Company in respect of the progress of the Offers and are advised to exercise caution when dealing in the securities of the Company. If the Shareholders, Optionholders and potential investors of the Company are in any doubt about their positions, they should consult their licensed securities dealers or registered institutions in securities, bank managers, solicitors, professional accountants or other professional advisers.

The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

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, 7 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.

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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.

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