Ocean Star Technology Group Limited — Capital/Financing Update 2017

Jun 26, 2017

Unless otherwise defined, capitalised terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus dated 26 June 2017 (the ‘‘Prospectus’’) issued by My Heart Bodibra Group Limited (the ‘‘Company’’).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.

This announcement is for information purposes only and does not constitute an offer or invitation to acquire, purchase or subscribe for securities of the Company. Potential investors should read the Prospectus carefully for detailed information about the Company and the Public Offer described below before deciding whether or not to invest in the Offer Shares thereby being offered.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the ‘‘U.S. Securities Act’’). The securities of the Company may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer and is not currently intended to be any public offer of securities of the Company in the United States.

My Heart Bodibra Group Limited 心心 芭 迪 貝 伊 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PUBLIC OFFER

Number of Offer Shares : 120,000,000 Shares (including 1,200,000 Employee Reserved Shares) Offer Price : Not more than HK$0.6 per Offer Share and expected to be not less than HK$0.4 per Offer Share (payable in full on application, plus brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund) Nominal Value : HK$0.01 each Stock Code : 8297

Sponsor

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Sole Bookrunner

Joint Lead Managers

Co-Managers

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Application has been made to the Stock Exchange for the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in the Prospectus including the Offer Shares and any Shares which may fall to be allotted and issued pursuant to (i) the Capitalisation Issue; and (ii) the exercise of options which may be granted under the Share Option Scheme. Assuming the Public Offer becomes unconditional at or before 8:00 a.m. in Hong Kong on Thursday, 13 July 2017, it is expected that dealings in the Shares on GEM commence at 9:00 a.m. (Hong Kong time) on Thursday, 13 July 2017.

The Public Offer comprises 120,000,000 Offer Shares, representing 100% of the total Offer Shares. Of the 120,000,000 Offer Shares being offered under the Public Offer, up to 1,200,000 Shares (representing 1% of the total number of Shares being offered under the Public Offer) are available for subscription by the Eligible Employees on a preferential basis under the Employee Preferential Offering.

Subject to the approval of the listing of, and permission to deal in, the Shares in issue and to be issued as mentioned in the Prospectus on GEM and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or on any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

The Offer Price is expected to be fixed by the Price Determination Agreement to be entered into between the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company on the Price Determination Date, which is expected to be on or about Wednesday, 5 July 2017 or such later date as the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company may agree. The Offer Price will not be more than HK$0.6 per Offer Share and is currently expected to be not less than HK$0.4 per Offer Share, unless otherwise announced. Applicants applying for the Offer Shares are required to pay, on application, the maximum Offer Price of HK$0.6 for each Offer Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, subject to refund if the Offer Price as finally determined is lower than the maximum Offer Price. If, for any reason, the Joint Lead Managers (for themselves and on behalf of the Underwriters) and the Company are unable to reach an agreement on the Offer Price by the Price Determination Date, the Public Offer will not become unconditional and will lapse.

The Public Offer is conditional upon the fulfilment of the conditions as set out in ‘‘Structure and Conditions of the Public Offer — Conditions of the Public Offer’’ in the Prospectus. If such conditions have not been fulfilled or waived prior to the times and dates specified, the Public Offer will lapse, and all monies received will be refunded to applicants of the Offer Shares without interest, and the Stock Exchange will be notified immediately. Notice of the lapse of the Public Offer will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.bodibra.com on the next business day following the date of such lapse.

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Pursuant to the termination provisions contained in the Underwriting Agreement, the Sponsor and/or the Joint Lead Managers (for themselves and on behalf of the Underwriters) have the absolute right in certain circumstances to terminate the obligations of the Underwriters under the Underwriting Agreement at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be Thursday, 13 July 2017).

Applications for the Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the Application Forms.

Applicants who would like to have the allotted Offer Shares registered in their own names should complete and sign the WHITE Application Forms. Applicants who would like to have the allotted Offer Shares registered in the name of HKSCC Nominees and deposited directly into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants maintained in CCASS should either (i) complete and sign the YELLOW Application Forms; or (ii) give electronic application instructions to HKSCC via CCASS. Applicants who are Eligible Employees and wish to apply for Employee Reserved Shares under the Employee Preferential Offering should complete and sign the PINK Application Forms.

Copies of the Prospectus, together with the WHITE Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, 26 June 2017, until 12:00 noon on Friday, 30 June 2017 from:

• (i) any of the following addresses of the Underwriters:

Bonus Eventus Securities Limited Room 1707, 17th Floor, Tower II Admiralty Centre 18 Harcourt Road Admiralty Hong Kong

China Galaxy International Securities (Hong Kong) Co., Limited Units 3501–3507 & 3513–14 35/F, Cosco Tower 183 Queen’s Road Central Hong Kong

Convoy Investment Services Limited 21/F, Tesbury Centre 24–32 Queen’s Road East Wanchai Hong Kong

Lego Securities Limited Room 804, 8/F, Jubilee Centre 46 Gloucester Road Wanchai Hong Kong

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Ping An Securities Limited Unit 02, 2/F, China Merchants Building 152–155 Connaught Road Central Hong Kong

• (ii) any of the following branches of Bank of Communications Co., Ltd. Hong Kong Branch:

District Branch name Address Hong Kong Island Hong Kong Branch 20 Pedder Street, Central Kowloon Tsim Sha Tsui Sub-Branch Shop Nos. 1–3 on G/F., CFC Tower, 22–28 Mody Road, Tsim Sha Tsui New Territories Tsuen Wan Sub-Branch Shop G9B and G10–11 on G/F., Bo Shek Mansion, 328 Sha Tsui Road, Tsuen Wan

Copies of the Prospectus, together with the YELLOW Application Form, may be obtained during normal business hours from 9:00 a.m. on Monday, 26 June 2017 until 12:00 noon on Friday, 30 June 2017 from the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong or from your stockbroker.

Copies of the Prospectus, together with the PINK Application Forms can be collected by the Eligible Employees from our Company’s head office at 11/F., Linkchart Centre, 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong during normal business hours from 9:00 a.m. on Monday, 26 June 2017 until 12:00 noon on Thursday, 29 June 2017. Electronic copies of the PINK Application Form and the Prospectus can be viewed from our Company’s website at www.bodibra.com and the Stock Exchange’s website at www.hkexnews.hk.

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Time for Lodging Application Forms

Your completed WHITE or YELLOW Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘Bank of Communications (Nominee) Co. Ltd. — My Heart Bodibra Public Offer’’ for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above, at the following times:

Monday,	26	June	2017	—	9:00	a.m.	to	5:00 p.m.
Tuesday,	27	June	2017	—	9:00	a.m.	to	5:00 p.m.
Wednesday,	28	June	2017	—	9:00	a.m.	to	5:00 p.m.
Thursday,	29	June	2017	—	9:00	a.m.	to	5:00 p.m.
Friday,	30	June	2017	—	9:00	a.m.	to	12:00 noon

The latest time for lodging your application is 12:00 noon on Friday, 30 June 2017. The application lists will be open from 11:45 a.m. to 12:00 noon on Friday, 30 June 2017, the last application day or such later time as described in ‘‘How to Apply for Offer Shares and Employee Reserved Shares — 9. Effect of bad weather on the opening of the application lists’’ in the Prospectus.

Your completed PINK Application Form, together with a cheque or a banker’s cashier order attached and marked payable to ‘‘Bank of Communications (Nominee) Co. Ltd. — My Heart Bodibra Public Offer’’ for the payment must be returned to our Company’s head office at 11/F., Linkchart Centre, 2 Tai Yip Street, Kwun Tong, Kowloon, Hong Kong by 12:00 noon on Thursday, 29 June 2017.

CCASS Clearing/Custodian Participants can input electronic application instructions at the following times on the following dates[(Note)] :

Monday, 26 June 2017 — 9:00 a.m. to 8:30 p.m.[(1)] Tuesday, 27 June 2017 — 8:00 a.m. to 8:30 p.m.[(1)] Wednesday, 28 June 2017 — 8:00 a.m. to 8:30 p.m.[(1)] Thursday, 29 June 2017 — 8:00 a.m. to 8:30 p.m.[(1)] Friday, 30 June 2017 — 8:00 a.m.[(1)] to 12:00 noon

Note:

(1) These times are subject to change as HKSCC may determine from time to time with prior notification to CCASS Clearing/Custodian Participants.

CCASS Investor Participants can input electronic application instructions from 9:00 a.m. on Monday, 26 June 2017 until 12:00 noon on Friday, 30 June 2017 (24 hours daily, except on the last application day).

If you are not a CCASS Investor Participant, you may instruct your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Offer Shares on your behalf.

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Please refer to ‘‘Structure and Conditions of the Public Offer’’ and ‘‘How to Apply for Offer Shares and Employee Reserved Shares’’ in the Prospectus for details of the conditions and procedures of the Public Offer.

The Company expects to announce the final Offer Price, the level of applications in the Public Offer and the Employee Preferential Offering and the basis of allocation of the Offer Shares and the Employee Reserved Shares on Wednesday, 12 July 2017 on the Company’s website at www.bodibra.com and the Stock Exchange’s website at www.hkexnews.hk. The results of allocations and the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants under the Public Offer and the Employee Preferential Offering will be available at the times and dates and in the manner described in ‘‘How to Apply for Offer Shares and Employee Reserved Shares — 10. Publication of results’’ in the Prospectus.

No temporary documents of title will be issued in respect of the Shares. No receipt will be issued for sums paid on application. Share certificates will only become valid at 8:00 a.m. on Thursday, 13 July 2017 provided that the Public Offer has become unconditional and the right of termination described in ‘‘Underwriting’’ has not been exercised.

Dealings in the Shares on GEM are expected to commence at 9:00 a.m. (Hong Kong time) on Thursday, 13 July 2017. Shares will be traded in board lots of 5,000 Shares. The GEM stock code for the Shares is 8297.

By order of the Board My Heart Bodibra Group Limited Chan Lin So Alan Chairman

Hong Kong, 26 June 2017

As at the date of this announcement, the executive Directors are Mr. Chan Lin So Alan and Mr. Yiu Koon Pong and the independent non-executive Directors are Mr. Wong Tin King Richard, Mr. Li Fu Yeung and Ms. Chow Ting Hei Haily Josephine.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (ii) there are no other matters the omission of which would make any statement herein or in this announcement misleading.

This announcement and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk and in the case of this announcement, on the ‘‘Latest Company Announcements’’ page of the GEM website at www.hkgem.com for at least seven days from the date of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.bodibra.com.

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