Inno-Tech Holdings Limited entered into a sale and purchase agreement to acquire Muse Creative & Promotions Limited and Muse Group Asia Limited from Lee Kit See for HKD 5.7 million on April 15, 2019. Inno-Tech Holdings shall allot and issue 110 million consideration shares at the issue price out of the General Mandate and free from any encumbrance whatsoever to and in favour of the vendor for full and final settlement and discharge of the consideration at the closing. The consideration share represents approximately 9.75% of the number of issued shares as at the date of this announcement and approximately 8.88% of the number of issued shares as enlarged by the allotment and issue of the consideration shares. For the period ended March 31, 2019, Muse Creative & Promotions Limited reported revenues of HKD 8.16 million and loss before and after taxation of HKD 0.04 million. Completion shall be subject to the parties to the agreement having complied with all applicable laws, rules and regulations in Hong Kong or otherwise (including without limitation the GEM Listing Rules to which they may be subject) in relation to the acquisition; the warranties contained in the agreement remaining true and accurate in all respects; the company being satisfied with the results of the due diligence review of the assets, liabilities, operations and affairs of the target as it may reasonably consider appropriate; the company having obtained all necessary consents or approvals (including but not limited to the approvals from the Stock Exchange, relevant government departments or regulatory authorities, if required), and such consents or approvals have not been cancelled or revoked before completion and the company has obtained approval from the Stock Exchange for the listing of and the permission to deal in the consideration shares. None of the conditions can be waived. In the event that any of the conditions is not fulfilled by the Long Stop Date, the agreement will be automatically terminated and be of no further effect, and the parties to the agreement shall be released from all obligations under the agreement and neither party shall have any claim against the other for any costs or losses save in respect of any antecedent breaches of the agreement. The Directors consider that the terms of the sale and purchase agreement are fair and reasonable and the acquisition is in the interests of Inno-Tech Holdings and the shareholders as a whole. Long Stop Date is six months after the date of the agreement, being on or before October 15, 2019, or such later date as the company and the vendor may agree in writing.