Minshang Creative Technology Holdings Limited — M&A Activity 2018

May 15, 2018

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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Food Wise Holdings Limited.

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MSEC Holdings Limited

(Incorporated in the British Virgin Islands with limited liability)

FOOD WISE HOLDINGS LIMITED

膳源控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1632)

JOINT ANNOUNCEMENT

(1) COMPLETION OF THE ACQUISITION OF SALE SHARES IN FOOD WISE HOLDINGS LIMITED BY THE OFFEROR AND

(2) MANDATORY UNCONDITIONAL CASH OFFER BY

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FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES OF FOOD WISE HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED BY OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT)

Joint financial advisers to the Offeror

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Reference is made to the joint announcement (the “ Joint Announcement ”) issued by Food Wise Holdings Limited (the “ Company ”) and MSEC Holdings Limited on 4 May 2018 in relation to, among other things, the SPA and the Offer. Unless otherwise stated, terms used in this joint announcement shall have the same meanings as those ascribed to them in the Joint Announcement.

COMPLETION OF THE SPA

The Offeror and the Company (as informed by the Vendors) are pleased to announce that Completion took place on 15 May 2018. Immediately upon Completion, the Offeror and parties acting in concert with it beneficially own 149,998,000 Shares, representing approximately 75.00% of the entire issued share capital of the Company.

MANDATORY UNCONDITIONAL CASH OFFER

Pursuant to Rule 26.1 of the Takeovers Code, the Offeror is required to make a mandatory unconditional cash offer for all the issued Shares not already owned by or to be acquired by the Offeror and/or parties acting in concert with it. Oceanwide Securities, on behalf of the Offeror and in compliance with the Takeovers Code, will make the Offer to acquire all the Offer Shares on the terms to be set out in the Composite Document to be issued in accordance with the Takeovers Code.

DESPATCH OF THE COMPOSITE OFFER DOCUMENT

The Composite Document in connection with the Offer setting out, inter alia, details of the Offer (including the expected timetable and terms of the Offer and accompanied by the acceptance and transfer form), a letter from the Independent Board Committee and a letter from the independent financial adviser in relation to the Offer, is expected to be despatched to Shareholders on or before 25 May 2018.

By order of the sole director of MSEC Holdings Limited Xu Lin Director

By order of the Board of Food Wise Holdings Limited Wong Che Kin Chairman

Hong Kong, 15 May 2018

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As at the date of this joint announcement, the Board comprises two executive Directors, namely, Mr. Wong Che Kin and Ms. Wong Chui Ha Iris; one non-executive Director, namely Mr. Cheung Wai Chi; and three independent non-executive Directors, namely, Mr. Cheung Yui Kai Warren, Professor Lai Kin Keung and Mr. Lui Hong Peace.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with it) 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 Offeror and parties acting in concert with it) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omissions of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, the director of the Offeror is Xu Lin. The directors of the ultimate parent company of the Offeror, Minsheng E-Commerce Holdings (Shenzhen) CO., LTD, are Wu jiangtao, Sun mingtao, Xiao yi, Jiang zhixiang, Yang ke, Li wen, Niu xinzhuang, Gu xiaoxu, Huang zhen. The directors of the Offeror and Minsheng E-Commerce Holdings (Shenzhen) CO., LTD accept full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Group, the Vendors and parties acting in concert with 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 Group, the Vendors and parties acting in concert with them) 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 statement in this joint announcement misleading.

In the case of inconsistency, the English text of this joint announcement shall prevail over the Chinese text.

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