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Flydoo Technology Holding Limited Capital/Financing Update 2016

Dec 29, 2016

51251_rns_2016-12-29_3a0eb131-61db-433a-9d75-c275fb28a1b0.pdf

Capital/Financing Update

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Unless otherwise defined herein, capitalised terms used in this announcement shall have the same respective meanings as those defined in the prospectus dated Friday, 30 December 2016 (the “ Prospectus ”) issued by WWPKG Holdings Company Limited (the “ Company ”).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Shares or other securities of the Company. Potential investors should read the Prospectus for detailed information about the Company and the Share Offer before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”). The securities may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the U.S. Securities Act. There will be no public offer of securities in the United States.

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WWPKG Holdings Company Limited 縱橫遊控股有限公司

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PUBLIC OFFER AND PLACING

Number of Offer Shares : 100,000,000 Shares Number of Public Offer Shares : 10,000,000 Shares (subject to re-allocation) Number of Placing Shares : 90,000,000 Shares (subject to re-allocation) Maximum Offer Price : HK$0.80 per Offer Share, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund on final pricing) Nominal value : HK$0.01 per Share Stock code : 8069

Sole Sponsor

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Sole Global Coordinator, Sole Bookrunner and Sole Lead Manager

Co-Managers (in alphabetical order)

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Application has been made by the Company to the Listing Division for the granting of the approval for the listing of, and permission to deal in, the Shares in issue and to be issued as described in the Prospectus pursuant to the Share Offer and the Capitalisation Issue and any Shares which may fall to be issued upon the exercise of any options which may be granted under the Share Option Scheme. Assuming that the Share Offer becomes unconditional, it is expected that dealings in the Shares on GEM will commence at 9:00 a.m. on Thursday, 12 January 2017.

Th Share Offer comprises the Public Offer of initially 10,000,000 Shares, representing 10% of the total number of Shares initially being offered in the Share Offer (subject to re-allocation) and the Placing of initially 90,000,000 Shares, representing 90% of the total number of Shares initially being offered in the Share Offer (subject to re-allocation). The allocation of the Shares between the Public Offer and the Placing is subject to adjustment as stated in the sub-section headed “Structure and Conditions of the Share Offer — Re-allocation between the Placing and the Public Offer” in the Prospectus.

Subject to the granting of the approval for the listing of, and permission to deal in, the Shares on GEM as well as the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Shares on GEM or on any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

The Offer Price will not be more than HK$0.80 per Offer Share and is expected to be not less than HK$0.40 per Offer Share. Applicants must pay the maximum Offer Price of HK$0.80 per Offer Share plus a brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% in full upon application for Shares under the terms set out in the Application Forms.

Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions set out in the Prospectus and the related Application Forms. The Share Offer is conditional upon the fulfillment of the conditions as set out in the sub-section headed “Structure and Conditions of the Share Offer — Conditions of the Share Offer” in the Prospectus. If any of such conditions has not been fulfilled or waived in accordance with the terms and conditions of the Underwriting Agreements prior to the time(s) and date(s) specified therein, the Share Offer will lapse and the Stock Exchange will be notified immediately. Notice of lapse of the Share Offer will be caused to be published by our Company on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.wwpkg.com.hk the next day following such lapse. In such event, all application monies will be refunded, without interest.

Prospective investors should note that the Sole Global Coordinator (for itself and on behalf of the Underwriters) is entitled to terminate the Underwriters’ obligations under the Underwriting Agreements by notice in writing to the Company given by the Sole Global Coordinator (for itself and on behalf of the Underwriters) upon the occurrence of any of the events set forth in the subsection headed “Underwriting — Underwriting arrangements and expenses — Public Offer — Public Offer Underwriting Agreement — Grounds for termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Thursday, 12 January 2017.

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Applicants who would like the allotted Public Offer Shares to be issued in their own names should use a WHITE Application Form. Applicants who would like the allotted Public Offer Shares to be issued in the name of HKSCC Nominees and deposited directly into CCASS to be credited to their stock accounts or their designated CCASS Participant’s stock accounts should either (i) complete and sign the YELLOW Application Form; or (ii) give electronic application instructions to HKSCC via CCASS.

As required by the GEM Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance, printed copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 30 December 2016 until 12:00 noon on Thursday, 5 January 2017 (both days inclusive) (or such later date as may apply as described in the sub-section headed “How to Apply for Public Offer Shares — 9. Effect of bad weather on the opening of the Application Lists” in the Prospectus) from:

  1. the following address of the Public Offer Underwriters:

Great Roc Capital Suite 3712, 37/F Securities Limited West Tower, Shun Tak Center 168–200 Connaught Road Central Hong Kong Ample Orient Capital Limited Room 902, 9/F, Far East Consortium Building 121 Des Voeux Road Central Hong Kong Bonus Eventus Securities Limited Room 1707, 17/F, Tower II Admiralty Centre, 18 Harcourt Road Admiralty, Hong Kong Convoy Investment 21/F, Tesbury Centre Services Limited 28 Queen’s Road East Admiralty, Hong Kong KGI Capital Asia Limited 41/F, Central Plaza 18 Harbour Road Wanchai, Hong Kong

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    1. any of the following branches of Standard Chartered Bank (Hong Kong) Limited, the receiving bank for the Public Offer:
District Branch name Address
Hong Kong Island Des Voeux Road Branch Standard Chartered Bank Building,
4–4A, Des Voeux Road Central,
Central
Quarry Bay Branch G/F, Westlands Gardens,
1027 King’s Road, Quarry Bay
Kowloon Kwun Tong Hoi Yuen Road G/F, Fook Cheong Building,
Branch 63 Hoi Yuen Road, Kwun Tong
68 Nathan Road Branch Basement, Shop B1, G/F and M/F
Golden Crown Court,
66–70 Nathan Road, Tsim Sha Tsui
New Territories Tsuen Wan Branch Shop C, G/F and 1/F, Jade Plaza,
298 Sha Tsui Road, Tsuen Wan
Tseung Kwan O Branch Shop G37–40, G/F,
Hau Tak Shopping Centre
East Wing, Hau Tak Estate,
Tseung Kwan O

Printed copies of the Prospectus together with the YELLOW Application Form may be obtained during normal business hours from 9:00 a.m. on Friday, 30 December 2016 until 12:00 noon on Thursday, 5 January 2017 (both days inclusive) from:

    1. the Depository Counter of HKSCC at 1/F, One & Two Exchange Square, 8 Connaught Place, Central, Hong Kong; or
    1. your stockbroker, who may have the YELLOW Application Forms and the Prospectus available.

The completed WHITE and YELLOW Application Forms, together with a cheque or a banker’s cashier order attached and marked payable to “ HORSFORD NOMINEES LIMITED — WWPKG PUBLIC OFFER ” for the payment, should be deposited in the special collection boxes provided at any of the branches of the receiving bank listed above on such dates and during such time as specified in the Application Forms.

CCASS Participants can input electronic application instructions from 9:00 a.m. on Friday, 30 December 2016 until 12:00 noon on Thursday, 5 January 2017 or such later time as described in the sub-section headed “How to Apply for Public Offer Shares — 9. Effect of bad weather on the opening of the Application Lists” in the Prospectus.

Please refer to the sections headed “Structure and Conditions of the Share Offer” and “How to Apply for Public Offer Shares” in the Prospectus for details of the conditions and procedures of the Public Offer.

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The Offer Price is expected to be fixed by the Price Determination Agreement between the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company on the Price Determination Date. The Price Determination Date is expected to be on or around Friday, 6 January 2017 and in any event, no later than Monday, 9 January 2017. If, for whatever reason, the Sole Global Coordinator (for itself and on behalf of the Underwriters) and the Company are unable to reach any agreement or enter into the Price Determination Agreement on the Offer Price on or before Monday, 9 January 2017, the Share Offer will not proceed and will lapse. In such event, the Company will issue an announcement to be published on the Stock Exchange’s website at www.hkexnews.hk and the Company’s website at www.wwkpg.com.hk.

The Company expects to announce the final Offer Price, the level of indication of interest in the Placing, the level of applications in the Public Offer and the basis of allocation of the Public Offer Shares on Wednesday, 11 January 2017 on the Company’s website at www.wwpkg.com.hk and the website of the Stock Exchange at www.hkexnews.hk. Results of allocation of the Public Offer Shares with the Hong Kong identity card/passport/Hong Kong business registration numbers of successful applicants (where applicable) under the Public Offer, will be made available at the times and dates and in the manner specified in the sub-section “How to Apply for the Public Offer Shares — 10. Publication of results” in the Prospectus.

The Company will not issue temporary documents of title of the Shares. Share certificates will only become valid at 8:00 a.m., Thursday, 12 January 2017 provided that the Share Offer has become unconditional and the right of termination described in the sub-section headed “Underwriting — Underwriting arrangements and expenses — Public Offer — Public Offer Underwriting Agreement — Grounds for termination” in the Prospectus has not been exercised. No receipt will be issued for the application monies paid.

Dealings in the Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Thursday, 12 January 2017. The Shares will be traded in board lots of 5,000 Shares each. The stock code of the Company is 8069.

By order of the Board of WWPKG Holdings Company Limited Yuen Sze Keung Chairman

Hong Kong, 30 December 2016

As at the date of this announcement, the executive Directors are Mr. Yuen Sze Keung, Ms. Chan Suk Mei and Mr. Yuen Chun Ning, and the independent non-executive Directors are Mr. Ho Wing Huen, Mr. Lam Yiu Kin and Mr. Yen Yuen Ho, Tony.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 and a copy of the Prospectus will remain on the Stock Exchange’s website at www.hkexnews.hk, and in the case of the announcement, on the “Latest Company Announcements” page for at least 7 days from the day of its posting. This announcement and a copy of the Prospectus will also be published on the Company’s website at www.wwpkg.com.hk.

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