Ocean Star Technology Group Limited — Capital/Financing Update 2021

Apr 15, 2021

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

(Stock Code: 8297)

PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

THE PLACING

On 15 April 2021 (after trading hours of the Stock Exchange), the Placing Agent and the Company entered into the Placing Agreement pursuant to which the Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 48,000,000 Placing Shares at the Placing Price of HK$0.86 per Placing Share to not less than six Placees who and whose beneficial owners shall be Independent Third Parties. The Placing Shares will be allotted and issued pursuant to the General Mandate.

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of Placing Shares under the Placing represents (i) 10% of the existing issue share capital of the Company of 480,000,000 Shares as at the date of this announcement; and (ii) approximately 9.09% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$480,000 based on par value of HK$0.01.

The Placing Price of HK$0.86 per Placing Share represents (i) a discount of approximately 12.24% to the closing price of HK$0.98 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 18.10% to the average closing price of approximately HK$1.05 per Share in the last five trading days immediately prior to the date of the Placing Agreement.

It is expected that the maximum gross proceeds and net proceeds from the Placing will be HK$41.28 million and approximately HK$40.88 million, respectively. The net price per Placing Share is approximately HK$0.85.

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Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the condition under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

THE PLACING AGREEMENT

Date

15 April 2021 (after trading hours)

Issuer

The Company

Placing Agent

Valuable Capital Limited

The Company has conditionally agreed to place through the Placing Agent, on a best effort basis, up to 48,000,000 Placing Shares to independent Placees.

To the best knowledge, information and belief of the Board, having made all reasonable enquiries, the Placing Agent, its associates and their respective ultimate beneficial owner(s) are Independent Third Parties. As at the date of this announcement, the Placing Agent is not interested in any Shares.

Placees

The Placing Agent will, on a best effort basis, place the Placing Shares either by itself or through its sub-placing agents to not less than six Placees (who are independent professional, institutional or other investors). The Placees (and their respective ultimate beneficial owners) are expected to be Independent Third Parties. It is expected that none of the Placees will become a substantial Shareholder (as defined in the GEM Listing Rules) as a result of the Placing. If any of the Placees will become a substantial Shareholder after completion of the Placing, further announcement will be made by the Company.

Number of Placing Shares

Assuming that there will be no change in the issued share capital of the Company between the date of this announcement and the completion of the Placing, the maximum number of 48,000,000 Placing Shares under the Placing represents (i) 10% of the existing issue share capital of the Company of 480,000,000 Shares as at the date of this announcement; and (ii) approximately 9.09% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$480,000 based on par value of HK$0.01.

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Ranking of Placing Shares

The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue at the time of issue of the Placing Shares.

Placing Price

The Placing Price of HK$0.86 per Placing Share represents (i) a discount of approximately 12.24% to the closing price of HK$0.98 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 18.10% to the average closing price of approximately HK$1.05 per Share in the last five trading days immediately prior to the date of the Placing Agreement. The estimated expenses for the Placing are approximately HK$0.4 million, comprising placing commission, and other professional fees and expenses. Assuming that all the Placing Shares could be successfully placed out, the net price to the Company of each Placing Share is approximately HK$0.85. The Placing Price of the Placing was determined with reference to the current market conditions, prevailing market prices and liquidity of the Shares and was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.

Placing Commission

The placing commission to be received by the Placing Agent pursuant to the Placing Agreement is 0.7% on the gross proceeds of the Placing Shares which are successfully placed by the Placing Agent.

General Mandate to allot and issue the Placing Shares

The Placing Shares will be issued under the General Mandate. Accordingly, the issue of the Placing Shares is not subject to the approval of the Shareholders. At the annual general meeting on 14 August 2020 the General Mandate was granted to the Directors, pursuant to which the Company is authorised to issue up to 96,000,000 Shares. As at the date of this announcement, no Share has been issued under the General Mandate.

Application for listing of Placing Shares

Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.

Condition of the Placing Agreement

The Placing is conditional upon the Listing Committee of the Stock Exchange granting a listing of, and permission to deal in, the Placing Shares.

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In the event the aforesaid condition is not fulfilled by 15 May 2021 (or such later date as may be agreed by the Placing Agent and the Company in writing) all obligations of the parties thereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other party in respect of the Placing save for any antecedent breaches.

Termination of the Placing

If any of the following events occur at any time at or before 10:00 a.m. on the Closing Date, the Placing Agent may, by giving a written notice to the Company, at any time prior to the expiry of the Placing Period, terminate the Placing Agreement without liability to the other party, and the Placing Agreement shall thereupon cease to have effect and none of the parties shall have any rights or claims by reason thereof save for any rights or obligations which may accrue under the Placing Agreement prior to such termination:

• (i) the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Placing; or

• (ii) the occurrence of any local, national or international event or change occurring after the date of the Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or

• (iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the Placing Agreement which in the reasonable opinion of the Placing Agent materially and adversely affects the success of the Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing; or

• (iv) any event of force majeure including, without limiting the generality thereof, any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out; or

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• (v) the Company commits any material breach of or omits to observe any of its obligations or undertakings under the Placing Agreement; or

• (vi) the Placing Agent shall become aware of the fact that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate in any respect or would in any respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or the prospects of the Company or will otherwise likely to have a material prejudicial effect on the Placing.

Completion of the Placing

Completion of the Placing shall take place at 10:00 a.m. on the Closing Date, subject to the fulfillment of the condition set out in the Placing Agreement.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group was principally engaged in the designing, manufacturing and sales of core lingerie products under the core brand of “Bodibra” and sub-brands, namely “June”, “ooobiki”, “Bodicare” and “invisi”. The Group also sells breast cream, panties, nude bras, swimwear, bras straps and pads, and waist bands; carries out trading of garments business; and provides beauty services.

Since year 2020, the market conditions in Hong Kong has been affected by the outbreak of the COVID-19 pandemic. Given that the outlook for the market recovery remains uncertain, the Board considers that the Placing represents a good opportunity for the Company to strengthen the financial position of the Group. Moreover, the issue of Placing Shares will strengthen the Company’s capital base and financial position and to broaden the Company’s shareholder base. The terms of the Placing Agreement (including the Placing Price and the placing commission) were determined after arm’s length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Assuming that all the Placing Shares are fully placed, the estimated gross proceeds and net proceeds (after deducting the placing commission and other related expenses and professional fees) from the Placing will amount to HK$41.28 million and approximately HK$40.88 million, respectively. The Company intends to apply approximately HK$30 million for the future development of the existing business of the Group and the remaining approximately HK$10.88 million as general working capital of the Group.

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FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not carried out any equity fund raising activities during the 12 months immediately preceding the date of this announcement.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the Company has 480,000,000 Shares in issue. The following chart sets out the shareholding structure of the Company, assuming there are no other changes to the issued share capital of the Company, (i) as at the date of this announcement; and (ii) immediately upon completion of the Placing, assuming all 48,000,000 Placing Shares have been successfully placed:

Shareholders Global Succeed Group Limited_(Note 1) Waichun Logistics Technology Limited (Note 2)_ Placees Other public shareholders	(a) as at the date of this announcement Number of Shares held % of Shares in issue 210,000,000 43.75% 110,000,000 22.92% 0 0.00% 160,000,000 33.33% 480,000,000 100.00%	(b) immediately upon completion of the Placing Number of Shares held % of Shares in issue 210,000,000 39.77% 110,000,000 20.83% 48,000,000 9.09% 160,000,000 30.31% 528,000,000 100.00%

Notes:

• (1) Global Succeed Group Limited is the direct shareholder of the Company. According to the information available to the Company, Global Succeed Group Limited is beneficially owned as to 50% by Mr. Chan Lin So Alan and 50% by Mr. Yiu Koon Pong. By virtue of the SFO, each of Mr. Chan Lin So Alan and Mr. Yiu Koon Pong is deemed to be interested in the 210,000,000 shares held by Global Succeed Group Limited.

• (2) Waichun Logistics Technology Limited is another direct shareholder of the Company. According to the information available to the Company, Waichun Logistics Technology Limited is beneficially owned as to 50% by Mr. Xian Hui and 50% by Mr. Li Zhi. By virtue of the SFO, each of Mr. Xian Hui and Mr. Li Zhi is deemed to be interested in the 110,000,000 shares held by Waichun Logistics Technology Limited.

Shareholders and potential investors should note that completion of the Placing is subject to fulfillment of the condition under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

• “associate(s)” has the meaning ascribed to it in the GEM Listing Rules “Board” the board of Directors “Business Day(s)” a day (other than a Saturday or Sunday) on which banks in Hong Kong are open for business

• “Closing Date” the sixth Business Day (or such other date as may be agreed between the Company and the Placing Agent) following the fulfillment of the condition in respect of Placing Agreement

• “Company” My Heart Bodibra Group Limited 心心芭迪貝伊集團有限公司 (stock code: 8297), an exempted company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the GEM

• “Completion” completion of the Placing pursuant to the terms and conditions of the Placing Agreement

• “Directors” directors of the Company “GEM” the GEM of the Stock Exchange “GEM Listing Rules” the Rules Governing the Listing of Securities on GEM “General Mandate” the general mandate which was granted to the Directors pursuant to an ordinary resolution passed at the Company’s annual general meeting on 14 August 2020 to issue and allot up to 96,000,000 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing such resolution

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third party who is independent of, and not connected with the Party(ies)” Directors, chief executive or substantial shareholders of each of the Company, its subsidiaries and their respective associates, in accordance with the GEM Listing Rules

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“Listing Committee” has the meaning ascribed to it in the GEM Listing Rules “Placee(s)” any person or entity whom the Placing Agent and/or any of its agent(s) has procured to subscribe for any of the Placing Shares “Placing” the placing of the Placing Shares by the Placing Agent pursuant to the Placing Agreement upon the terms and subject to the condition set out in the Placing Agreement “Placing Agent” Valuable Capital Limited, a licensed corporation to carry on Type 1 (dealing in securities), Type 2 (dealing in future contracts), Type 4 (advising on securities), Type 5 (advising on future contracts) and Type 9 (asset management) regulated activities under the SFO “Placing Agreement” the conditional placing agreement entered into between the Company and the Placing Agent dated 15 April 2021 in relation to the Placing “Placing Period” the period commencing immediately after the Placing Agreement is entered into by the Company and the Placing Agent and expiring at 5:00 p.m. on 30 April 2021 (or such later time and date as the parties may agree in writing) “Placing Price” HK$0.86 per Placing Share “Placing Shares” up to a total of 48,000,000 new Shares to be placed pursuant to the Placing Agreement upon the terms and subject to the condition set out in the Placing Agreement “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of the Shares

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“Stock Exchange” The Stock Exchange of Hong Kong Limited

“%”

per cent

By order of the Board My Heart Bodibra Group Limited Tam Chak Chi Executive Director

Hong Kong, 15 April 2021

As at the date of this announcement, the executive Directors are Mr. Tam Chak Chi and Mr. Xu Xue; and the independent non-executive Directors are Mr. Deng Guo Hong, Mr. Ong King Keung and Ms. Yuan Xiaoxi.

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 the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its publication and will also be published on the Company’s website at www.bodibra.com.

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