MemeStrategy, Inc. — M&A Activity 2025

Feb 14, 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.

(Incorporated in British Virgin Island with limited liability)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2440)

JOINT ANNOUNCEMENT

DELAY IN 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

Reference is made to the announcement jointly published by the Offeror and the Company dated 24 January 2025 in relation to, among others, the SPAs and the Offers (the "Joint Announcement"). Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

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DELAY IN DESPATCH OF THE COMPOSITE DOCUMENT

As disclosed in the Joint Announcement, it is the intention of the Offeror and the Company to combine the offer document and the offeree board circular into the Composite Document. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document containing, among other things, (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, is required to be despatched to the Shareholders and the Optionholders within 21 days after the date of the Joint Announcement (i.e. on or before 14 February 2025) in accordance with the Takeovers Code, or such other date as the Executive may approve.

As additional time is required to finalise certain context of the Composite Document, an application has been made to the Executive for a waiver from strict compliance with the requirements under Rule 8.2 of the Takeovers Code. The Executive has indicated that it is minded to grant its consent to an extension of the latest time for the despatch of the Composite Document (together with the accompanying Forms of Acceptance) to a date falling on or before 28 February 2025.

Further announcement(s) in relation to the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

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, 14 February 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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