MemeStrategy, Inc. — M&A Activity 2025

Feb 12, 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.

Howkingtech International Holding Limited

濠曝科技國際控股有限公司*

(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2440)

ANNOUNCEMENT

PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

This announcement is made by Howkingtech International Holding Limited (the "Company") pursuant to Rule 3.8 of The Hong Kong Code on Takeovers and Mergers (the "Takeovers Code").

Reference is made to (i) the announcement jointly published by Home Office Development Limited (the "Offeror") and the Company dated 24 January 2025 in relation to, among others, the SPAs and the Offers (the "Joint Announcement") and (ii) the announcement jointly published by the Offeror and the Company dated 27 January 2025 in relation to, among others, the completion of acquisition of shares in the Company by the Offeror. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

UPDATE ON THE NUMBER OF RELEVANT SECURITIES OF THE COMPANY

The Board announces that on 11 February 2025, 1,000 Share Options granted under the Share Option Scheme had been exercised and allotted pursuant to the rules of the Share Option Scheme.

Details of all classes of relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue and outstanding as at 11 February 2025 are as follows:

(a) a total of 233,120,000 Shares in issue; and
(b) a total of 14,230,000 Share Options with rights to subscribe for an aggregate of 14,230,000 Shares under the Share Option Scheme.

As at 11 February 2025, other than the Share Options, the Company has no other outstanding securities, options, derivatives or warrants which are convertible or exchangeable into Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code).

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CLARIFICATION

References are made to the announcements of the Company dated 28 January 2025, 4 February 2025, 5 February 2025, 7 February 2025 and 10 February 2025 pursuant to Rule 3.8 of the Takeovers Code (the “Previous Rule 3.8 Announcements”).

The Board wishes to provide further information of the Previous Rule 3.8 Announcements that all the directors of the Company jointly and severally accept full responsibility for the accuracy of information contained in the Previous Rule 3.8 Announcements and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the Previous Rule 3.8 Announcements have been arrived at after due and careful consideration and there are no other facts not contained in the Previous Rule 3.8 Announcements, the omission of which would make any statement in the Previous Rule 3.8 Announcements misleading.

DEALING DISCLOSURE

The respective associates (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company and the Offeror are hereby reminded to disclose their dealings in the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company under Rule 22 of the Takeovers Code during the Offer Period.

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 of the Takeovers Code and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules of the Takeovers Code. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7-day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

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WARNING

Offer Shareholders and Optionholders are strongly advised to read the Composite Document carefully before deciding whether or not to accept the Offers. Shareholders, Optionholders and potential investors should exercise caution when dealing in the securities of the Company. If the Shareholders, Optionholders and potential investors are in any doubt about their position, they should consult a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

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

Hong Kong, February 12, 2025

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

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts contained in this announcement, the omission of which would make any statement in this announcement misleading.

• For identification purpose only