Unitas Holdings Limited — M&A Activity 2018

Nov 23, 2018

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.

UNITAS HOLDINGS LIMITED 宏海控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8020)

INSIDE INFORMATION MEMORANDUM OF UNDERSTANDING IN RELATION TO A POSSIBLE ACQUISITION

This announcement is made by Unitas Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the “ GEM Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance.

The board (the “ Board ”) of directors (the “ Directors ”) is pleased to announce that on 23 November 2018 (after trading hours), the Company as purchaser entered into a memorandum of understanding (the “ MOU ”) with Digital World Technology Company Limited (the “ Vendor ”) as vendor in relation to the possible acquisition (the “ Possible Acquisition ”) by the Company of the entire issued shares of Ganawawa Automation Technology Company Limited (the “ Target Company ”). Pursuant to the MOU, the Possible Acquisition is subject to the entering into of a formal agreement to be executed by the Company and the Vendor in respect of the acquisition of the Target Company (the “ Formal Agreement ”).

The Target Company is a company incorporated in Hong Kong with limited liability, which is beneficially and wholly-owned by the Vendor. Based on the information provided by the Vendor and the Target Company, the Target Company and its subsidiary(ies) (the “ Target Group ”) are principally engage in the development, promotion and distribution of animation, cartoon and movie intellectual properties (“IP”) derivative merchandises in specific distribution channels.

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Based on the information provided by the Vendor and the Target Company, the Target Group have been entered into two license agreements with two licensors and the details of which has been summarized below:

		Licensed
Licensor	Licensed IP	Terms	Licensed Region	Distribution Channel
Universal Pictures	Specific Universal	3 Years	The People’s Republic of	Cinema, amusement arcades,
(Shanghai) Trading	& DreamWorks		China (the “PRC”), Hong	crane machines
Company Limited	animated theatrical		Kong, Macau, Taiwan
	motion picture IPs
Skymax Media Limited	ONE PIECE	1 Year	PRC	Cinema
	animation
	characters

The Board believes that the Possible Acquisition will be able to diversify the Group’s business and enhancing the long-term growth potential of the Company and its shareholders’ value.

To the best of the knowledge, information and belief of the Directors after having made all reasonable enquiries, the Vendor, each of the companies of the Target Group and their respective ultimate beneficial owners and associates are third parties independent of the Company and its connected persons (as defined in the GEM Listing Rules).

As at the date of this announcement, the consideration of the Possible Acquisition had yet to be determined and shall be subject to arm’s length negotiation between the Company and the Vendor.

Exclusivity

The Vendor shall not, directly or indirectly, whether by itself, himself or themselves or through (where applicable) any of the directors, officers, employees, other shareholders, agents or representatives of or any of them, during the period of 150 days from the date of the MOU (or such longer period as the Parties may agree in writing) (the “ Exclusivity Period ”), discuss, negotiate or enter into any contract or agreement with or give any undertaking in favour of any third party which will or may result in frustrating or impeding the furtherance of the transactions contemplated under the MOU.

Due Diligence Review

After signing of the MOU, the Company (and/or its professional adviser(s)) shall be entitled to carry out due diligence on the Target Company and its assets, business operations and documents during the Exclusivity Period.

Termination

The MOU will be automatically terminated upon the lapse of the Exclusivity Period or the execution of the Formal Agreement.

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GENERAL

The MOU contains certain legally binding obligations regarding, among others, due diligence, exclusivity and confidentiality. However, other terms contained in the MOU, in particular, the transaction contemplated thereunder, are not legally binding. The terms of the Formal Agreement have yet to be agreed upon by the parties to the MOU.

The Possible Acquisition, if materialised, may constitute a notifiable transaction of the Company under the GEM Listing Rules. Further announcement will be made in that regard as and when appropriate in compliance with the GEM Listing Rules.

The Board would like to emphasise that no legally binding agreement in relation to the Possible Acquisition has been entered into by the Company as at the date of this announcement (save for certain obligations under the MOU) and the Possible Acquisition may be subject to certain conditions. As such, the Possible Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board Unitas Holdings Limited Ho Chiu Ha Maisy Chairlady

Hong Kong, 23 November 2018

As at the date of this announcement, the Company’s executive Directors are Ms. Ho Chiu Ha Maisy (Chairlady), Mr. Wong Kam Wah, Mr. Lau Ling Tak, Ms. Man Wing Yee Ginny, Mr. Leung Man Kit and Mr. Wang Qiang and the independent non-executive Directors are Mr. Siu Chi Yiu Kenny, Mr. Lee Chi Keung Jim and Mr. Yau Yan Ming Raymond.

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 in this announcement misleading.

This announcement will remain on the GEM website (www.hkgem.com) and on the “Latest Company Announcements” page for at least 7 days from the date of its posting. This announcement will also be published on the Company’s website (www.unitas.com.hk).

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