Starrise Media : Next Day Disclosure Return

Next Day Disclosure Return

(Equity issuer - changes in issued share capital and/or share buybacks)

Name of listed issuer: Starrise Media Holdings Limited

Stock code: 1616

Date submitted: 26 February 2021

Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Rules (the

"Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Exchange").

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under rule 10.06(4)(a).

Description of securities: Ordinary shares

I.
Issues of shares (Notes 6 and 7)	No. of shares	Issued shares as a % of existing number of issued shares before relevant share issue (Notes 4, 6 and 7)	Issue price per share (Notes 1 and 7)	Closing market price per share of the immediately preceding business day (Note 5)	% discount/ premium of issue price to market price (Note 7)
Opening balance as at (Note 2) 31 January 2021	1,518,048,952
Issue and allotmentofordinary Shares on 26 February 2021 upon full conversion of Convertible Bonds in the aggregate principal amount of HK$20,000,000 at the Adjusted Conversion Price of HK$0.156 (as defined in the Company's announcement dated 25 February 2021) (Note 3)	128,205,128	Approximately 8.45%	HK$0.156	HK$0.158 (as at 25 February 2021)	Approximately 1.27% discount
Share repurchases	N/A	N/A
Closing balance as at (Note 8) 26 February 2021	1,646,254,080

We hereby confirm to the best knowledge, information and belief that, in relation to each issue of securities as set out in Section I, it has been duly authorized by the board of directors of the listed issuer and, insofar as applicable:

(Note 9)

• (i) all money due to the listed issuer in respect of the issue of securities has been received by it;

• (ii) all pre-conditions for the listing imposed by the Listing Rules under "Qualifications of listing" have been fulfilled;

• (iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;

• (iv) all the securities of each class are in all respects identical (Note 10);

• (v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements; and

• (vi) all the definitive documents of title have been delivered in accordance with the terms of issue.

Notes to Section I:

• 1. Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.

• 2. Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to rule 13.25A or Monthly Return pursuant to rule 13.25B, whichever is the later.

• 3. Please set out all changes in issued share capital requiring disclosure pursuant to rule 13.25A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer's Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

• 4. The percentage change in the number of issued shares of listed issuer is to be calculated by reference to the listed issuer's total number of shares in issue (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.

• 5. Where trading in the shares of the listed issuer has been suspended, "closing market price per share of the immediately preceding business day" should be construed as "closing market price per share of the business day on which the shares were last traded".

• 6. In the context of a repurchase of shares:

  • ▪ "issues of shares" should be construed as "repurchases of shares"; and

  • ▪ "issued shares as a % of existing number of shares before relevant share issue" should be construed as "repurchased shares as a % of existing number of shares before relevant share repurchase".

• 7. In the context of a redemption of shares: 3/2019

• ▪ "issues of shares" should be construed as "redemptions of shares";

• ▪ "issued shares as a % of existing number of shares before relevant share issue" should be construed as "redeemed shares as a % of existing number of shares beforerelevant share redemption"; and

• ▪ "issue price per share" should be construed as "redemption price per share".

• 8. The closing balance date is the date of the last relevant event being disclosed.

• 9. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases.

• 10. "Identical" means in this context:

  • ▪ the securities are of the same nominal value with the same amount called up or paid up;

  • ▪ they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

  • ▪ they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

II.

A.

Purchase reportTrading date

Number of securities purchased

Method of purchase

(Note)

Price per share or highest price paid $

Total

• B. Additional information for issuer whose primary listing is on the Exchange

  Lowest price paid $

  Total paid $

• 1. Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)

  (a) _____________

• 2. % of number of shares in issue at time ordinary resolution passed acquired on the Exchange since date of resolution

( (a) x 100 )

________ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ___ ___ ______ ______ ______ ______ ______ ______ ______ ______ ___ ________ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ ______ __

Number of shares in issue

____________%We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated ___________________ which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.

Note to Section II:Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

Submitted by: Chen Chen

(Name)

Title: Executive Director

3/2019