Synagistics Limited — Capital/Financing Update 2021

Sep 3, 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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WEALTHKING INVESTMENTS LIMITED 華 科 資 本 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1140)

COMPLETION OF ISSUE AND ALLOTMENT OF NEW SHARES FOR SUBSCRIPTION UNDER GENERAL MANDATE

Reference is made to the announcement dated 13 August 2021 issued by the Company (the ‘‘Announcement’’). Terms used herein shall have the same meanings as defined in the Announcement unless the context requires the otherwise.

COMPLETION OF THE SUBSCRIPTION

The Board is pleased to announce that the condition precedent as set out in the Subscription Agreements has been satisfied and that the Subscription has been completed. A total of 580,188,000 Subscription Shares at the Subscription Price of HK$0.66 per Subscription Share were issued and allotted to the Subscribers in accordance with the terms and conditions of the relevant Subscription Agreements on 3 September 2021.

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, each of the Subscribers is an Independent Third Party of the Company and its connected persons (within the meaning of the Listing Rules).

The total amount of the net proceeds from the Subscription (after deducting all related expenses) received from the Subscribers is approximately HK$382.87 million. The net proceeds from the Subscription will be used as the general working capital of the Company and for future investment pursuant to the investment objectives of the Company. The Company will disclose the use of proceeds from the Subscription in the interim report for the year 31 March 2022.

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CHANGES TO THE SHAREHOLDING AS A RESULT OF THE SUBSCRIPTION

Set out below is a table showing the shareholding structure of the Company (i) immediately before completion of the Subscription; and (ii) immediately after completion of the Subscription:

	Immediately before	Immediately before	Immediately after	Immediately after	Immediately after
	completion of		completion of the
Name of Shareholder	the Subscription		Subscription
	No. of Shares	%	No. of Shares		%
Connected persons or substantial
Shareholders
Dr. Liu Zhiwei (Note 1)	418,718,000	14.44	418,718,000	12.03
Oriental Patron Financial Group
Limited (‘‘OPFGL’’) (Note 2)	359,800,000	12.40	359,800,000	10.34
Sub-total:	778,518,000	26.84	778,518,000	22.37
Public
Subscriber I	–	–	140,000,000		4.02
Subscriber II	–	–	170,000,000		4.88
Subscriber III	–	–	25,000,000		0.72
Subscriber IV	–	–	25,000,000		0.72
Subscriber V	–	–	25,000,000		0.72
Subscriber VI	–	–	25,188,000		0.73
Subscriber VII	–	–	170,000,000		4.88
Other public Shareholders	2,122,422,000	73.16	2,122,422,000	60.96
Sub-total:	2,122,422,000	73.16	2,702,610,000	77.63
Total	2,900,940,000	100.00	3,481,128,000	100.00

Notes:

1. Dr. Liu Zhiwei is a connected person of the Company by virtue of him being an executive Director.

2. These 359,800,000 Shares represented an aggregate of 330,000,000 Shares held by Ottness Investments Limited (‘‘OIL’’) and 29,800,000 Shares held by Oriental Patron Financial Services Group Limited (‘‘OPFSGL’’). OIL is a wholly owned subsidiary of OPFGL, while 95% of the issued share capital of OPFSGL is owned by OPFGL. The issued share capital of OPFGL is beneficially owned as to 51% by Mr. Zhang Zhi Ping and 49% by Mr. Zhang Gaobo. By virtue of the SFO, each of Mr. Zhang Zhi Ping and Mr. Zhang Gaobo is deemed to be interested in the Shares and underlying Shares of the Company held by OIL and OPFSGL.

By order of the Board

Wealthking Investments Limited Liu Zhiwei

Executive Director and Chairman

Hong Kong SAR, 3 September 2021

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As at the date of this announcement, the Board comprises one executive Director, namely, Dr. Liu Zhiwei; and four independent non-executive Directors, namely, Professor He Jia, Mr. Wang Xiaojun, Mr. Chen Yuming and Dr. Fu Weigang.

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