Go Up Education Technology Limited — Capital/Financing Update 2012

Dec 21, 2012

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

WEALTH GLORY HOLDINGS LIMITED 富譽控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8269)

COMPLETION OF SUBSCRIPTION OF NEW SHARES

The Board is pleased to announce that the condition precedent of the Subscription as set out in the Subscription Agreement has been fulfilled and the completion of the Subscription took place on 21 December 2012. 47,000,000 Subscription Shares have been allotted and issued by the Company to the Subscriber in accordance with the terms and conditions of the Subscription Agreement.

Reference is made to the announcement of the Company dated 12 December 2012 (the “ Announcement ”). Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE SUBSCRIPTION

As set out in the Subscription Agreement, the completion of the Subscription is conditional upon the GEM Listing Committee granting or agreeing to grant the listing of, and permission to deal in, the Subscription Shares.

The Board is pleased to announce that following the grant of the listing of, and permission to deal in, the Subscription Shares by the GEM Listing Committee on 20 December 2012, the condition precedent of the Subscription as set out in the Subscription Agreement has been fulfilled and the completion of the Subscription took place on 21 December 2012. 47,000,000 Subscription Shares have been allotted and issued by the Company to the Subscriber at the Subscription Price of HK$0.17 per Subscription Share in accordance with the terms and conditions of the Subscription Agreement.

The net proceeds (net of any related expenses borne by the Company) from the Subscription amounted to approximately HK$7.85 million which will be applied for general working capital of the Company.

CHANGES IN SHAREHOLDING STRUCTURE

The 47,000,000 Subscription Shares represent (i) approximately 4.94% of the issued share capital of the Company immediately before completion of the Subscription; and (ii) approximately 4.70% of the issued share capital of the Company as enlarged by the allotment and issue of the 47,000,000 Subscription Shares.

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The table below sets out the shareholding structure of the Company immediately before and upon completion of the Subscription:

	Immediately	before completion	Upon completion of the	Upon completion of the
	of the Subscription		Subscription
Shareholders		Approximate		Approximate
	No. of share	percentage	No. of share	percentage
		(%)		(%)
Conrich
Investments
Limited（note 1）	306,880,000	32.23	306,880,000	30.71
Fastray
Investments
Limited（note 2）	35,840,000	3.76	35,840,000	3.59
Public Shareholders
The Subscriber	-	-	47,000,000	4.70
Other public
Shareholders	609,528,000	64.01	609,528,000	61.00
Total	952,248,000	100.00	999,248,000	100.00

Notes:

1. Conrich Investments Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Ms. Lee Yau Lin, Jenny, the chairman and an executive director of the Company.

2. Fastray Investments Limited is an investment holding company incorporated in the British Virgin Islands with limited liability, the entire issued share capital of which is wholly and beneficially owned by Mr. Wong Wing Fat, the chief executive officer and an executive director of the Company.

By order of the Board Wealth Glory Holdings Limited Lee Yau Lin, Jenny Chairman

Hong Kong, 21 December 2012

As at the date of this announcement, the Board comprises six Directors, including three executive Directors namely Ms. Lee Yau Lin, Jenny, Mr. Wong Wing Fat and Mr. Wong Ka Wah, Albert; and three independent non-executive Directors, namely Mr. Ho Wai Hung, Ms.Cheung Kin, Jacqueline and Ms. Mak Yun Chu.

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 www.hkgem.com on the “Latest Company Announcements” page for seven days from the date of its publication and on the website of the Company at www.lmfnoodle.com.

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