Unity Enterprise Holdings Limited — M&A Activity 2024

Dec 24, 2024

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.

Unity Enterprise Holdings Limited

盈匯企業控股有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2195)

MAJOR TRANSACTION IN RELATION TO ACQUISITION OF 100% EQUITY INTEREST IN THE TARGET COMPANY INVOLVING THE ISSUE OF CONSIDERATION SHARES UNDER GENERAL MANDATE AND THE ISSUE OF PROMISSORY NOTE

EXTENSION OF LONG STOP DATE

References are made to the announcement (the "Announcement") dated 22 October 2024 of Unity Enterprise Holdings Limited (the "Company") and the circular (the "Circular") dated 12 December 2024 in connection with the major transaction in relation to acquisition of 100% equity interest in the Target Company involving issue of Consideration Shares under the General Mandate and the issue of Promissory Note. Unless the context otherwise requires, terms and expressions as defined in the Announcement and the Circular shall carry the same meanings when used herein.

As disclosed in the Announcement and the Circular, Completion is conditional upon satisfaction of a number of Conditions Precedent set forth in the Sale and Purchase Agreement, and in the event that any of the Conditions Precedents are deemed not to have been fulfilled or are not fulfilled or waived (if applicable), in each case, at or before 1:00 p.m. on the Long Stop Date, the Sale and Purchase Agreement and everything contained in it shall terminate and be null and void and of no further effect and no party to the Sale and Purchase Agreement shall have any liability to any other party, save in respect of any prior breaches of the Sale and Purchase Agreement.

As additional time is required for fulfilment of the Conditions Precedent, the parties to the Sale and Purchase Agreement entered into a supplemental agreement on 24 December 2024 to extend the Long Stop Date to 31 January 2025 (or such later date as the Company and the Vendor may agree in writing).

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Save as disclosed above, all the other terms and conditions of the Sale and Purchase Agreement remain unchanged and in full force and effect.

By order of the Board
Unity Enterprise Holdings Limited
Chan Leung
Chairman and Executive Director

Hong Kong, 24 December 2024

As at the date of this announcement, the Board comprises Mr. Chan Leung (Chairman and Chief Executive Officer) as an executive Director; Ms. Chan Mei Wah, Mr. Mak Alexander and Mr. Wu Hak Ping as independent non-executive Directors.

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