MemeStrategy, Inc. — M&A Activity 2025

Jan 27, 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

(1) COMPLETION OF ACQUISITION OF SHARES IN HOWKINGTECH INTERNATIONAL HOLDING LIMITED BY HOME OFFICE DEVELOPMENT LIMITED; AND
(2) 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

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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.

COMPLETION OF THE SPAS

The Offeror and the Company, as informed by the Selling Shareholders and the Offeror, are pleased to announce that Completion of all the SPAs took place on 27 January 2025. Following the Completion, the Offeror had acquired a total of 157,755,400 Shares, representing approximately 70.11% of the entire issued share capital of the Company, for a total consideration of HK$140,244,550.2, equivalent to approximately HK$0.889 per Sale Share.

MANDATORY UNCONDITIONAL CASH OFFERS

Immediately prior to Completion, the Offeror, its ultimate beneficial owner or parties acting in concert with any of them did not own, control or have direction over any Shares or any outstanding options, derivatives, warrants or relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company which are convertible and exchangeable into Shares. Immediately upon Completion, the Offeror and parties acting in concert with it are in aggregate interested in a total of 157,755,400 Shares, representing approximately 70.11% of the total issued share capital of the Company.

Pursuant to Rule 26.1 and Rule 13.5 of the Takeovers Code, upon Completion, the Offeror is required to make mandatory unconditional cash offers (i) to acquire all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror and/or parties acting in concert with it) and (ii) to cancel all the outstanding Share Options.

Lego Securities, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offers to acquire all the Offer Shares and to cancel all the outstanding Share Options on terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code.

DESPATCH OF 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 Form(s) of Acceptance, will be despatched to the Shareholders on or before 14 February 2025 in accordance with the Takeovers Code, or such other date as the Executive may approve. Further announcement(s) regarding the despatch of the Composite Document will be made by the Offeror and the Company as and when appropriate.

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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 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, 27 January 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.