Flydoo Technology Holding Limited — Capital/Financing Update 2022

Aug 22, 2022

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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)

INSIDE INFORMATION

PLACING OF EXISTING SHARES BY CONTROLLING SHAREHOLDER

This announcement is made by WWPKG Holdings Company Limited (the ‘‘Company’’) pursuant to Rule 17.10 of the Rules Governing the Listing of Securities on GEM (the ‘‘GEM Listing Rules’’) of The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions (as defined under the GEM Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).

THE PLACING AGREEMENT

The board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of the Company was informed by WWPKG Investment Holdings Limited (‘‘WWPKG Investment’’), the controlling shareholder (as defined in the GEM Listing Rules) of the Company, that WWPKG Investment has entered into a placing agreement (the ‘‘Placing Agreement’’) with Lego Securities Limited (the ‘‘Placing Agent’’) on 22 August 2022 (after trading hours). Pursuant to the Placing Agreement, the Placing Agent has agreed to procure purchaser(s) (the ‘‘Placee(s)’’) on a best effort basis to purchase up to 65,000,000 existing shares of the Company (the ‘‘Placing Share(s)’’), representing 13.54% of the existing issued share capital of the Company, held by WWPKG Investment, at a price no less than HK$0.28 per share of the Company (the ‘‘Share(s)’’) during the period from the date of the Placing Agreement up to 16 September 2022 or such other dates as may be agreed between the parties to the Placing Agreement (the ‘‘Placing’’).

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Pursuant to the Placing Agreement, the Placing Agent undertakes that it will use its best endeavours to confirm with the Placee(s) that he/she/it and/or his/her/its ultimate beneficial owner(s) is/are third parties independent of and not acting in concert with (as defined under the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong) WWPKG Investment, any directors, chief executives, senior management or substantial shareholders of the Company, its subsidiaries or any of their respective associates (as defined under the GEM Listing Rules).

SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors’ knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Placing (assuming all the Placing Shares are fully placed and there is no other change in the issued share capital of the Company before the completion of the Placing) are set out below:

Name of shareholderWWPKG Investment (Note 1)Public shareholdersPlaceesOther public shareholdersTotalNotes:	As at the dateof this announcementNumber ofSharesApprox. %(Note 2)221,015,00046.04——258,985,00053.96480,000,000100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox. %(Note 2)156,015,00032.5065,000,00013.54258,985,00053.96480,000,000100.00	Immediately after thecompletion of the Placing(assuming all the PlacingShares are fully placed)Number ofSharesApprox. %(Note 2)156,015,00032.5065,000,00013.54258,985,00053.96480,000,000100.00
			100.00

1. WWPKG Investment is an investment holding company incorporated in the British Virgin Islands and is owned as to 68.02%, 23.42% and 8.56% by Ms. Chan Suk Mei (‘‘Ms. Chan’’), Mr. Yuen Sze Keung (‘‘Mr. SK Yuen’’) and Mr. Yuen Chun Ning, respectively. Ms. Chan and Mr. SK Yuen are parties acting jointly and are therefore deemed to be interested in all the Shares held by WWPKG Investment under the SFO.

2. The above percentage figures are subject to rounding adjustments. Accordingly, figures shown as total may not be an arithmetic aggregation of the figures preceding it.

Upon the completion of the Placing, WWPKG Investment remains as a controlling shareholder (as defined under the GEM Listing Rules) of the Company.

The Board does not expect that the Placing by WWPKG Investment will have any adverse effect on the operations of the Company and its subsidiaries.

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Shareholders of the Company and potential investors are advised to exercise caution when dealing in the Shares.

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

Hong Kong, 22 August 2022

As at the date of this announcement, the executive Directors are Mr. Yuen Sze Keung, Ms. Chan Suk Mei, Mr. Yuen Chun Ning and Ms. Shawlain Ahmin; and the independent nonexecutive Directors are Mr. Ho Wing Huen, Mr. Lee Hing Cheung Eric and Mr. Lee Kwong Ming.

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 ‘‘Latest Listed Company Information’’ page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the date of its posting and on the Company’s website at www.wwpkg.com.hk.

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