Web3 Meta Limited — M&A Activity 2017

Sep 5, 2017

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.

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MILLION STARS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8093)

DISCLOSEABLE TRANSACTION ACQUISITION OF THE ENTIRE EQUITY INTERESTS IN BEIJING DONGRUN HUDONG TECHNOLOGY COMPANY LIMITED

On 5 September 2017 (after trading hours), the Purchaser, being an indirect whollyowned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendors, pursuant to which the Purchaser has agreed to acquire and the Vendors have agreed to sell, the entire Equity Interests in and all the assets of the Target Company at a total Consideration of RMB2,000,000.

As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisition are more than 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under the GEM Listing Rules and is subject to the reporting and announcement requirements as set out in Chapter 19 of the GEM Listing Rules

THE SALE AND PURCHASE AGREEMENT

The Board is pleased to announce that on 5 September 2017 (after trading hours), the Purchaser, an indirect wholly-owned subsidiary of the Company, entered into the Sale and Purchase Agreement with the Vendors, pursuant to which the Purchaser shall purchase and the Vendors shall sell their Equity Interests along with all the assets of the Target Company at a total Consideration of RMB2,000,000. The principal terms of the Sale and Purchase Agreement are set out as follows:

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Date of the Sale and 5 September 2017 Purchase Agreement: Parties: (i) The Purchaser (ii) The Vendors

To the best of knowledge, information and belief of the Directors, having made all reasonable enquiries, the Vendors are third parties independent of the Company.

Assets to be acquired

Pursuant to the Sale and Purchase Agreement, the Vendors shall sell and the Purchaser shall purchase the Equity Interests along with all the assets of the Target Company. The Equity Interests represents the entire issued share capital of the Target Company, which are beneficially owned as to 100% by the Vendors immediately before the signing of the Sale and Purchase Agreement.

As per the latest audited accounts of the Target Company for the period ended 30 June 2017, the book value of the Target Company was at a loss at approximately RMB135,000.

Conditions Precedent

The Sale and Purchase Agreement shall be conditional upon the conditions that the financial statements of the Target Company being true and accurate and that the financial position as reviewed by an auditor engaged by the Purchaser is consistent with those represented by the Vendors being satisfied within ten days after the signing of the Sale and Purchase Agreement.

Consideration and payment terms

The Consideration was determined after arm’s length negotiations between the Group and the Vendors. The Consideration for the Equity Interests and all the assets of the Target Company shall be paid and satisfied by the Purchaser within seven days after the name of the Purchaser as the shareholder of the Target Company has been duly registered.

The Consideration will be satisfied by internal resources of the Group.

Information on the Target Company

The Target Company is a company incorporated in the People’s Republic of China with limited liability. It is principally engaged in technology, software, internet and advertisement businesses including but not limited to their development, advice and/or design.

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Reasons for and Benefits of the Acquisition

As at the date of this announcement, the Group is principally engaged in the manufacture and sale of private label leather garments for customers.

Pursuant to the composite document of the Company dated 24 February 2017, the controlling shareholder (as defined under the GEM Listing Rules) will conduct the review on the existing principal businesses and the financial position of the Group for the purpose of formulating business plans and strategies for the future business development of the Group.

The Directors consider that the Acquisition represents an attractive opportunity for the Group to enter into internet and advertisement businesses, which would enhance the long-growth potential of the Company and generate revenue from these businesses.

The Board believes that the Acquisition would enable the Company to diversify its business and have positive impact on the Company’s future business development.

As such, the Directors consider that the Sale and Purchase Agreement was entered into on normal commercial terms, and the terms and conditions therein are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

THE INTERNET AND ADVERTISEMENT BUSINESS SEGMENT

Whilst the Company will continue to allocate resources to the existing leather business and develop this business, the Board is also of the view that the internet and advertisement businesses carry potential business prospects. In view of the future market trend, the Board is of the view that there are various businesses opportunities in this segment in which the Company may be in a position to explore and develop. As such, the Board is of the view that the entering into this Sale and Purchase Agreement will enable the Company to initially enter into and explore this business segment for future development of the Company and seek a higher return to the Shareholders and increase the revenue stream of the Company which will be beneficial to the Shareholders and the Company as a whole.

GEM LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the Acquisition are more than 5% but are less than 25%, the Acquisition constitutes a discloseable transaction for the Company under the GEM Listing Rules and is subject to the notification and announcement requirements as set out in Chapter 19 of the GEM Listing Rules.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meaning:

• “Acquisition” the acquisition of Equity Interests and the assets of the Target Company

• “Board” the board of Directors

• “Company” Million Stars Holdings Limited (萬星控股有限公司), a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on GEM

• “connected person(s)” has the meaning ascribed thereto in the GEM Listing Rules

• “Consideration” the consideration paid by the Purchaser in relation to the Acquisition

• “Director(s)” the director(s) of the Company

• “Equity Interests” 100% of the entire registered capital of the Target Company owned by the Vendors to be sold to the Purchaser pursuant to the Sale and Purchase Agreement

• “GEM” the Growth Enterprise Market of the Stock Exchange

• “GEM Listing Rules” Rules Governing the Listing of Securities on GEM

• “Group” the Company and its subsidiaries

• “Purchaser” Beijing Dongrun Xindong Technology Company Limited* (北京東 潤欣動科技有限公司), a company incorporated in the People’s Republic of China with limited liability

• “Sale and Purchase the sale and purchase agreement entered into between the Purchaser Agreement” and the Vendors regarding the Acquisition dated 4 September 2017

• “Shareholder(s)” shareholder(s) of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “Target Company” Beijing Dongrun Hudong Technology Company Limited* (北京東 潤互動科技有限公司), a company incorporated under the law of the People’s Republic of China with limited liability

• “Vendors” Mr. Xie Zongzhe and Ms. Gong Xiaoyan, who respectively hold 99% and 1% of the Equity Interests in the Target Company

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By Order of the Board Million Stars Holdings Limited ZHU Yongjun Chairman

Hong Kong, 5 September 2017

As at the date hereof, the Board comprises Mr. Zhu Yongjun, Ms. Wang Fei, Mr. Tang Yau Sing and Ms. Tian Yuan as executive Directors; and Mr. Cheung Kam Tong Antonio, Mr. Chui Man Lung Everett and Mr. Han Chu as independent non-executive Directors.

This announcement, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited 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 GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the day of its publication and on the website of the Company at http://www.millionstars.hk.

*for identification purpose only

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