Flydoo Technology Holding Limited — Capital/Financing Update 2021

Jul 16, 2021

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.

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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)

(Stock Code: 8069)

DISCLOSEABLE TRANSACTION DISPOSAL OF LISTED SECURITIES

The Board announces that on 16 July 2021, the Company has accepted the Share Offer of the 34,130,000 CTEH Shares held by the Company at the Share Offer Price of HK$0.2278 per CTEH Share.

Prior to the Share Offer, the Company disposed on-market of a total of 8,640,000 CTEH Shares in a series of transactions conducted between 15 June 2021 and 17 June 2021, at the average price of approximately HK$0.2443 per CTEH Share, for an aggregate gross proceeds of approximately HK$2.1 million (exclusive of transaction costs).

As the acceptance of the Share Offer and the Previous Disposal took place within a 12month period, the acceptance of the Share Offer and the Previous Disposal shall be aggregated pursuant to Rule 19.22 of the GEM Listing Rules. As the relevant applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the acceptance of the Share Offer and the Previous Disposal in aggregate exceed 5% but are less than 25%, the acceptance of the Share Offer constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.

THE SHARE OFFER

The Board announces that on 16 July 2021, the Company has accepted the Share Offer of the 34,130,000 CTEH Shares held by the Company at the Share Offer Price of HK$0.2278 per CTEH Share. The aggregate gross proceeds from the Share Offer shall be approximately HK$7.8 million and the settlement of the Share Offer, represented by the latest date for the despatch of cheques for payment of the amounts due under the Share Offer, shall take place on or before 28 July 2021.

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THE PREVIOUS DISPOSAL

The Company disposed on-market of a total of 8,640,000 CTEH Shares in a series of transactions conducted between 15 June 2021 and 17 June 2021, at the average price of approximately HK$0.2443 per CTEH Share, for an aggregate gross proceeds of approximately HK$2.1 million (exclusive of transaction costs). As the Previous Disposal was made on the open market, the Company is not aware of the identities of the purchasers of the CTEH Shares. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the purchasers of the CTEH Shares and their ultimate beneficial owners are third parties independent of the Company and its connected persons.

The CTEH Shares to be disposed of in the Share Offer and the Previous Disposal amounted to approximately 2.84% and 0.72%, respectively, of the issued share capital of CTEH as at 25 June 2021. Upon settlement of the Share Offer, the Group will cease to hold any CTEH Shares.

INFORMATION OF CTEH

CTEH was incorporated in Ontario, Canada and continued in the Cayman Islands with limited liability and its issued shares have been listed on Main Board of the Stock Exchange since 28 June 2018. The principal activity of CTEH is investment holding. The CTEH Group is engaged in air ticket distribution, travel business process management and travel products and services in Canada and the United States.

Set out below is the audited consolidated financial information of CTEH Group for each of the two financial years ended 31 December 2019 and 2020 as extracted from the annual report of CTEH for the year ended 31 December 2020:

		For the year	ended
		31 December
		2019	2020
		(HK$’000)	(HK$’000)
		(Audited)	(Audited)
Revenue		112,141	51,605
Profit/(loss)	before taxation	15,515	(54,116)
Profit/(loss)	for the year	10,747	(48,061)

As at 31 December 2019 and 2020, the consolidated net asset value of CTEH Group was approximately HK$167,146,000 and HK$113,865,000, respectively.

The market price of the 34,130,000 CTEH Shares to be disposed of in the Share Offer is approximately HK$9.9 million based on the closing price of HK$0.29 per CTEH Share as quoted in the Stock Exchange as at the date of this announcement.

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INFORMATION OF THE GROUP

The Group is one of the long-established and well-known travel agents in Hong Kong, who markets its travel related products and services under the brand ‘‘ 縱橫 遊 WWPKG ’’ , and principally engages in (i) the design, development and sales of package tours; (ii) the sales of air tickets and/or hotel accommodations; (iii) the sales of ancillary travel related products and services; and (iv) investments in tourism and travel technology related businesses.

INFORMATION OF TOMORROW EDUCATION TECHNOLOGY LIMITED

Based on the composite document jointly issued by CTEH and Tomorrow Education Technology Limited ( 明日教育 科技有限 公司 ) dated 28 June 2021, Tomorrow Education Technology Limited is an investment holding company incorporated in the British Virgin Islands with limited liability on 9 April 2020. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Tomorrow Education Technology Limited and its ultimate beneficial owners are third parties independent of the Company and its connected persons.

REASONS FOR AND BENEFITS OF THE SHARE OFFER AND THE PREVIOUS DISPOSAL

As a result of the acceptance of the Share Offer and the Previous Disposal, the Group is expected to recognise an investment gain of approximately HK$2.7 million, which is calculated on the basis of the difference between the aggregate gross proceeds from the Share Offer and the Previous Disposal of approximately HK$9.9 million (exclusive of transaction costs) and the fair value of the CTEH Shares held by the Company as at 31 March 2021 of approximately HK$7.2 million. Shareholders should note that the actual amount of the investment gain on the Share Offer and the Previous Disposal to be recorded by the Company will be subject to the review by the auditors of the Company.

The purpose of the Share Offer and the Previous Disposal is to allow the Group to liquidate its securities investment and enhance the liquidity of the Group. The Group intends to apply the proceeds from the Share Offer and the Previous Disposal for general working capital purposes and potential business diversification in other industries in order to expand its revenue and income sources.

Given that the Share Offer was based on the Share Offer Price and the Previous Disposal was made at market price, the Directors are of the view that the Share Offer and the Previous Disposal are fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE GEM LISTING RULES

As the acceptance of the Share Offer and the Previous Disposal took place within a 12month period, the acceptance of the Share Offer and the Previous Disposal shall be aggregated pursuant to Rule 19.22 of the GEM Listing Rules. As the relevant applicable percentage ratios (as defined under the GEM Listing Rules) in respect of the acceptance of the Share Offer and the Previous Disposal in aggregate exceed 5% but are less than 25%, the

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acceptance of the Share Offer constitutes a discloseable transaction of the Company under Chapter 19 of the GEM Listing Rules and is subject to the reporting and announcement requirements under the GEM Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

‘‘Board’’	the board of Directors
‘‘Company’’	WWPKGHoldingsCompanyLimited,acompany
	incorporated in the Cayman Islands with	limited liability,
	whose shares are listed on GEM (Stock Code: 8069)
‘‘connected person(s)’’	has the same meaning ascribed to it under	the GEM Listing
	Rules
‘‘CTEH’’	CTEH INC. (加達控股有限公司), a company incorporated
	in Ontario, Canada and continued in the	Cayman Islands
	with limited liability, whose shares are listed on Main Board
	of the Stock Exchange (Stock Code: 1620)
‘‘CTEH Group’’	CTEH and its subsidiaries
‘‘CTEH Share(s)’’	ordinary share(s) with a nominal value of	HK$0.0001 each
	in the share capital of CTEH
‘‘Director(s)’’	the director(s) of the Company
‘‘GEM Listing Rules’’	the Rules Governing the Listing of Securities on GEM of
	the Stock Exchange
‘‘Group’’	the Company and its subsidiaries
‘‘HK$’’	Hong Kong dollars, the lawful currency of	Hong Kong
‘‘Hong Kong’’	theHongKongSpecialAdministrative	Regionofthe
	People’s Republic of China
‘‘Main Board’’	the main board maintained and operated by the Stock
	Exchange
‘‘Previous Disposal’’	the disposal of a total of 8,640,000 CTEH	Shares on-market
	in a series of transactions conducted between 15 June 2021
	and 17 June 2021, at the average price	of approximately
	HK$0.2443perCTEHShare,foran	aggregategross
	proceeds of approximately HK$2.1 million (exclusive of
	transaction costs)

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‘‘ Share Offer ’’ the unconditional mandatory cash offer by CCB International Capital Limited for and on behalf of Tomorrow Education Technology Limited to acquire 34,130,000 CTEH Shares held by the Company ‘‘ Share Offer Price ’’ the price at which the Share Offer will be made, being HK$0.2278 per CTEH Share ‘‘ Shareholder(s) ’’ holder(s) of the share(s) of the Company ‘‘ Stock Exchange ’’ The Stock Exchange of Hong Kong Limited ‘‘ % ’’ per cent

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

Hong Kong, 16 July 2021

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 will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Listed Company Information’’ page for at least seven days from the day of its posting and will also be published on the website of the Company at http://www.wwpkg.com.hk.

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