China Minsheng Foundation Group Co., Ltd agreed to acquire Dream World Holdings Limited from China Digital Culture (Group) Limited (SEHK:8175) for HKD 50 million on March 4, 2022. Pursuant to the Disposal Agreement, the Consideration of HKD 50 million will be settled, as to HKD 5 million being the deposit by the Purchaser in cash within 10 Business Days upon obtaining all necessary approvals or consents from the Stock Exchange. HKD 45 milloin being the balance of the Consideration by way of the Promissory Notes issued by the Purchaser to the Vendor at Completion.

Upon Completion, the China Digital Culture will cease to hold any interest in the Dream World Holdings Limited and the Dream World will cease to be a subsidiary of the China Digital. Completion of the Disposal Agreement is conditional upon satisfaction of all of the following conditions includes the Vendor having obtained the approval by the Board and its shareholders' approval in a general meeting, the relevant governmental and regulatory authorities having granted all the necessary approvals, consents, authorizations. If the conditions have not been fulfilled within three months from the date of the agreement, in such case the Disposal Agreement shall be terminated.

Completion shall take place on the date on which the conditions precedent to the Disposal Agreement had been completely fulfilled. Upon Completion, the gross proceeds and net proceeds of the Disposal will be HKD 50 million and approximately HKD 49 million, respectively. The Board intends to apply the net proceeds for the repayment of outstanding principal of convertible bonds and working capital of the Group.