DISCLOSEABLE TRANSACTIONDISPOSAL OF THE ENTIRE SHARE CAPITAL OF A SUBSIDIARY

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.Sunny Side Up Culture Holdings Limited光尚文化控股有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 8082) DISCLOSEABLE TRANSACTION DISPOSAL OF THE ENTIRE SHARE CAPITAL OF A SUBSIDIARY THE SALE AND PURCHASE AGREEMENT The Board would like to announce that on 12 July 2024 (after trading hours) the Vendor being a direct wholly-owned subsidiary of the Company and the Purchaser being an Independent Third Party entered into the Sale and Purchase Agreement pursuant to which among others the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares representing the entire issued share capital of the Target Company and the Sale Loan at a total consideration of HK$3.8 million.LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Disposal exceed 5% but all of them are below 25% the Disposal constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements but is exempt from the circular and Shareholders’ approval requirements under Chapter 19 of the Listing Rules.Reference is made to the announcement of the Company dated 29 May 2024 in relation to among othersthe non-renewal of the operating rights of Huai Ji Luck Mountain Funeral Parlor Limited（怀集万福山殡仪馆有限公司）*.The Board would like to announce that on 12 July 2024 (after trading hours) the Vendor being a direct wholly-owned subsidiary of the Company and the Purchaser being an Independent Third Party entered into the Sale and Purchase Agreement pursuant to which among others the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares representing the entire issued share capital of the Target Company and the Sale Loan at a total consideration of HK$3.8 million. 1THE SALE AND PURCHASE AGREEMENT The principal terms of the Sale and Purchase Agreement are set out below: Date 12 July 2024 (after trading hours) Parties (1) the Vendor; and (2) the Purchaser The Vendor is a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company. The Vendor is principally engaged in investment holding.The Purchaser is Ms. Ma Pun Sai Betsy. To the best of the Directors’ knowledge information and belief having made all reasonable enquiries the Purchaser is an Independent Third Party.Subject matter Pursuant to the Sale and Purchase Agreement the Vendor conditionally agreed to sell and the Purchaser conditionally agreed to purchase the Sale Shares representing the entire issued share capital of the Target Company and the Sale Loan.The Consideration The Consideration for the Disposal is HK$3.8 million which shall be payable by the Purchaser to the Vendor in cash in the following manner: (i) the first instalment of HK$0.8 million representing approximately 21.0% of the Consideration shall be paid on the Completion Date; (ii) the second instalment of HK$1.5 million representing approximately 39.5% of the Consideration shall be paid on or before 31 October 2024; and (iii) the final instalment of HK$1.5 million representing approximately 39.5% of the Consideration shall be paid on or before 31 December 2024.The Consideration was determined after arm’s length negotiation between the Vendor and the Purchaser taking into account among other things (i) the non recoverability of all non-current assets due to (a) pursuant to the Cooperation Agreement all funeral facilities of Huai Ji shall be disposed of to the PRC Partner at nil cost upon the expiry of the Cooperation Agreement; (b) the operating license and the right- of-use assets of the Target Group will be fully amortised upon the expiry of the Cooperation Agreement; 2(ii) the unaudited consolidated current assets less current liabilities incurred in the ordinary course of business (i.e. trade payables other payables and tax liabilities) of the Target Group of approximately HK$0.6 million as at 31 May 2024; and (iii) the historical financial performance of the Target Group which recorded net profit after tax of approximately HK$3.2 million for the year ended 31 December 2023 as a reference. The proceeds from the Disposal will be used for other investment opportunities that may be presented to the Group and/or replenishing the general working capital of the Group.Conditions precedent Completion shall be conditional upon: (a) all necessary consents and approvals required to be obtained on the part of the Vendor in respect of the transactions contemplated under the Sale and Purchase Agreement having been obtained; (b) all necessary consents and approvals required to be obtained on the part of the Purchaser in respect of the transactions contemplated under the Sale and Purchase Agreement having been obtained; (c) the representation and warranties set out the Sale and Purchase Agreement remaining true accurate and complete in all respects; and (d) the warranties provided by the Purchaser under the Sale and Purchase Agreement remaining true accurate and complete in all material respects.Save for (i) condition (d) above which can be waived by the Vendor at any time in writing; and (ii) condition (c) above which can be waived by the Purchaser at any time in writing none of the conditions above can be waived.If the conditions above are not fulfilled (or waived as appropriate) on or before 4:00 p.m. on 30 September 2024 or such other time and date as the Vendor and the Purchaser may agree in writing the Sale and Purchase Agreement shall cease and determine (save and except clauses that expressly survive termination of the Sale and Purchase Agreement) and no party shall have any obligations and liabilities thereunder save for any antecedent breaches of the terms thereof.Completion Completion shall take place at 4:00 p.m. on the Completion Date at the office of the Company or such other place as the parties may mutually agree in writing upon which among other things the Vendor the Target Company and the Purchaser shall enter into a deed of assignment in respect of the assignment of the Sale Loan by the Vendor to the Purchaser. 3REASONS FOR AND BENEFITS OF THE DISPOSAL The Group is principally engaged in (i) the media and entertainment segment which primarily engages in the organisation/production of and investments in concerts other entertainment events film and TV drama production projects and other media and entertainment related businesses; and (ii) the cremation and funeral service segment which primarily engages in the provision of cremation and funeral services and deathcare related business.Reference is made to the announcement of the Company dated 29 May 2024 in relation to the non- renewal of the operating rights of Huai Ji. On 28 May 2024 the Group received a notice from Huai Ji County Funera（l 怀集县殡仪馆） (i.e. the PRC Partner) that the PRC Partner would not agree to renew the operating rights of Huai Ji upon its expiry on 27 July 2025 (the “Non-Renewal”). Upon the expiry of the term of Huai Ji the Group has to cease the operation of its cremation and funeral business in the PRC.Based on the preliminary assessment by the management of the Company with reference to the Group’s audited consolidated financial results for the year ended 31 December 2023 and on the assumption that there will not be other material change to the operation of the Group the Non-Renewal is not expected to result in a significant decrease in total revenue of the Group.After taking into account (i) the business operations and financial performance of the Target Group; (ii) the non-renewal of the operating rights of Huai Ji as set out in the notice to the Group issued by the PRC Partner (details of which are set out in the announcement of the Company dated 29 May 2024); (iii) if the Disposal is not completed (a) all the non-current assets of the Target Group amounted to approximately HK$22.8 million as at 31 May 2024 shall be disposed of to the PRC Partner at nil cost or fully amortised upon the expiry of the Cooperation Agreement and the loss on disposal of and the amortisation cost of the non-current assets have to be incurred by the Group; and (b) the low recoverability of the entire Sale Loan amounted to approximately HK$15.7 million from the Target Group before the expiry of the Cooperation Agreement taken into consideration of the bank balance of approximately HK$4.0 million as at 31 May 2024 and the trade and other payables of approximately HK$8.2 million as at 31 May 2024; and (iv) that the management of the Group may devote more time and resources to other business of the Group the Board considers that the Disposal represents a good opportunity for the Group to realise its investment in the Target Company avoids the associated administrative time resources and effort for the liquidation of the Target Group upon the expiry of the operating rights of Huai Ji and realises its investment in the Target Group at a reasonable price to pursue other business opportunities. The Directors consider that the Sale and Purchase Agreement has been 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. 4INFORMATION OF THE TARGET COMPANY The Target Company is a company incorporated under the laws of the British Virgin Islands and its principal business is investment holding. The only asset of the Target Company is its 70% interest in Huai Ji. Huai Ji is a contractual joint venture established under the laws of the PRC. Under the Cooperation Agreement after offsetting the investment costs of the Target Company each of the Target Company and the PRC Partner is entitled to share 70% and 30% of the profit of Huai Ji respectively.As at the date of this announcement Huai Ji is carrying on the principal business of construction management and operation of funeral facilities and related services.At present Huai Ji owns and operates a funeral facility in Huai Ji County（怀集县） Guangdong Province built on a land occupying a total area of about 175.9 Mu（ 亩） equivalent to approximately 117267 square meters (the “Land”). Huai Ji has the right to use the Land for funeral services with a term of 25 years from 28 July 2000. According to the Cooperation Agreement the PRC Partner is responsible for securing the provision of a land to Huai Ji up to 200 Mu（ 亩） for its funeral and related business in return for 30% of the profit of Huai Ji.The financial information of the Target Group for the two financial years ended 31 December 2022 and 31 December 2023 and the five months ended 31 May 2024 are as follows: For the For the For the five months year ended year ended ended 31 May 31 December 31 December 202420232022 (Unaudited) (Audited) (Audited) HK$ million HK$ million HK$ million Turnover 7.8 18.3 18.0 (Loss)/profit before tax (5.6) 2.6 3.5 (Loss)/profit after tax (6.2) 3.2 2.5 As at 31 December 2022 and 31 December 2023 the audited net assets of the Target Group were approximately HK$5.9 million and HK$8.5 million respectively and the unaudited net assets of the Target Group as at 31 May 2024 were approximately HK$2.1 million.FINANCIAL EFFECT OF THE DISPOSAL Upon Completion each of the Target Company and Huai Ji will cease to be a subsidiary of the Company and the financial information of the Target Group will cease to be consolidated into the consolidated financial statements of the Group. 5After taking into account the Consideration of HK$3.8 million the Sale Loan of approximately HK$15.7 million and the unaudited consolidated net liabilities of the Target Group attributable to the Shareholders of approximately HK$2.3 million as at 31 May 2024 the Company expects to record a gross loss of approximately HK$9.6 million from the Disposal at Completion. Nonetheless the Board is of the view that the loss from the Disposal is justifiable taking into consideration the factors as set out in paragraphs headed “Reasons for and Benefits of the Disposal” as above.The aforesaid estimation including the loss from the Disposal is for illustrative purpose only and does not purport to represent the financial position of the Group after Completion. Shareholders should note that the actual financial effect to be recorded by the Company is subject to review and further audit procedures by the auditors of the Company and may be different from the estimation stated herein.LISTING RULES IMPLICATIONS As one or more of the applicable percentage ratios calculated in accordance with the Listing Rules in respect of the Disposal exceed 5% but all of them are below 25% the Disposal constitutes a discloseable transaction of the Company and is subject to reporting and announcement requirements but is exempt from the circular and Shareholders’ approval requirements under Chapter 19 of the Listing Rules.Shareholders and potential investors of the Company should note that the Completion is subject to the fulfillment or waiver (as the case may be) of the conditions precedent set out in the Sale and Purchase Agreement and therefore may or may not occur. Shareholders and potential investors of the Company are reminded to exercise caution when dealing with the Shares and other securities of the Company.DEFINITIONS In this announcement the following expressions have the following meanings unless the context requires otherwise: “Board” the board of Directors “Business Day” a day (other than Saturday Sunday public holiday and days on which atropical cyclone warning no. 8 or above or a “black rainstorm warningsignal” or an “extreme condition signal” is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which banks are open in Hong Kong for general banking business “Company” Sunny Side Up Culture Holdings Limited a company incorporated in the Cayman Islands and continued in Bermuda with limited liability and the shares of which are listed on the GEM of the Stock Exchange (Stock Code: 8082) 6“Completion” completion of the sale and purchase of the Sale Shares and the Sale Loan in accordance with the terms and conditions of the Sale and Purchase Agreement “Completion Date” the date falling on the third Business Day after all the conditions precedent in the section headed “Conditions Precedent” in this announcement have been fulfilled (or waived as appropriate) “connected person” has the meaning ascribed to it under the Listing Rules “Consideration” the consideration in the amount of HK$3.8 million payable by the Purchaser to the Vendor pursuant to the Sale and Purchase Agreement “Cooperation Agreement” the cooperation agreement entered into between the Target Company and the PRC Partner dated 19 November 1999 “Directors” the directors of the Company “Disposal” the disposal of the Sale Shares and the Sale Loan by the Vendor to the Purchaser pursuant to the terms and conditions of the Sale and Purchase Agreement “GEM” the GEM of the Stock Exchange “Group” the Company and its subsidiaries “HK$” Hong Kong dollars the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC“Huai Ji” Huai Ji Luck Mountain Funeral Tarlor Limited（怀集万福山殡仪馆有限公司） a company established in the PRC and an indirect non-wholly owned subsidiary of the Company as at the date of this announcement“Independent Third person(s) or company(ies) and their respective ultimate beneficialParty(ies)” owner(s) which to the best of the Directors’ knowledge information and belief having made all reasonable enquiries are not connected person(s) of the Company within the meaning of the Listing Rules 7“Listing Rules” the Rules Governing the Listing of Securities on GEM of the Stock Exchange “PRC” the People’s Republic of China which for the purpose of this announcement excludes Hong Kong the Macau Special Administrative Region and Taiwan “PRC Partner” Huai Ji County Funera（l 怀集县殡仪馆） the partner of Huai Ji in the PRC “Purchaser” Ms. Ma Pun Sai Betsy a Hong Kong citizen and an Independent Third Party “RMB” Renminbi the lawful currency of the PRC“Sale and Purchase the sale and purchase agreement dated 12 July 2024 and entered intoAgreement” between the Vendor and the Purchaser in relation to the Disposal “Sale Loan” all obligations liabilities and debts owing or incurred by the Target Company to the Group on or at any time prior to the Completion whether actual contingent or deferred and irrespective of whether or not the same is due and payable on Completion which as at the date of the Sale and Purchase Agreement amounted to approximately HK$15.7 million “Sale Shares” 200 ordinary shares of US$1.00 each in the share capital of the Target Company representing the entire issued capital of the Target Company “Share(s)” the ordinary share(s) of par value of HK$0.025 each in the share capital of the Company “Shareholders” shareholders of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Target Company” Luck Point Investments Limited（香港万福投资有限公司） a company incorporated in the British Virgin Islands with limited liability and a wholly-owned subsidiary of the Company as at the date of this announcement 8“Target Group” the Target Company and its subsidiaries “Vendor” Grand Creation Investments Limited a company incorporated in the British Virgin Islands with limited liability and a direct wholly-owned subsidiary of the Company “%” per cent By order of the Board Sunny Side Up Culture Holdings Limited Dong Choi Chi Alex Chairman and executive Director Hong Kong 12 July 2024 *　For identification purpose only.As at the date of this announcement the board comprises two executive Directors namely Mr. Dong Choi Chi Alex (chairman) and Mr. Chong Cho Lam (chief executive officer); one non-executive Director namely Mr. Ma Xinying; and three independent non-executive Directors namely Mr. Chan Wai Man Dr. Ip Wai Hung and Mr. Siu Hi Lam Alick.This announcement for which the Directors collectively and individually accept full responsibility includes particulars given in compliance with the Listing Rules for the purpose of giving information regarding 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 “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the day of its publication and on the website of the Company at www.8082.com.hk. 9