MemeStrategy, Inc. — M&A Activity 2025

Feb 11, 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.

The information set out below in this announcement is provided for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

This announcement is made pursuant to Rule 2.1 of 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.

As mentioned in the Joint Announcement, pursuant to Rule 2.1 of the Takeovers Code, the Independent Board Committee, comprising all the independent non-executive Directors namely, Mr. Gu Jiong, Mr. Yang Hai and Mr. Fong Wo, Felix who are not interested in the Offers, has been established by the Board to make recommendations to the Offer Shareholders and the Optionholders as to whether the Share Offer and the Option Offer are fair and reasonable and as to the acceptance of the Share Offer and the Option Offer.

The Board would like to announce that Innovax Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO has been appointed as the independent financial adviser to advise the Independent Board Committee whether the Share Offer and the Option Offer are fair and reasonable and as to the acceptance of the Share Offer and the Option Offer. Such appointment has been approved by the Independent Board Committee pursuant to Rule 2.1 of the Takeovers Code.

The letter of advice from Innovax Capital Limited and the recommendation of the Independent Board Committee will be included in the Composite Document.

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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 11, 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 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 not contained in this announcement the omission of which would make any statements in this announcement misleading.

• For identification purpose only

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