Synagistics Limited — M&A Activity 2025

Apr 30, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint 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 joint announcement.

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

This joint announcement is not for 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 joint announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Consideration Shares mentioned in this joint announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").

The Consideration Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

1

GoFintech Quantum Innovation Limited

國富量子創新有限公司

(formerly known as GoFintech Innovation Limited 國富創新有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 290)

华科智能

WEALTHINK AI-INNOVATION CAPITAL LIMITED

華科智能投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1140)

JOINT ANNOUNCEMENT

EXTENSION OF LONG STOP DATE

IN RELATION TO

VERY SUBSTANTIAL ACQUISITION AND ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE

VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION

Wealthink AI Independent Financial Adviser to the
Wealthink AI Independent Board Committee and the Wealthink AI Independent Shareholders

瑞盛資本有限公司

Draco Capital Limited

Draco Capital Limited

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Reference is made to (i) the joint announcement issued by GoFintech Quantum Innovation Limited (formerly known as GoFintech Innovation Limited) (“GoFintech”) and Wealthink AI-Innovation Capital Limited (“Wealthink AI”) dated 31 December 2024 (the “Joint Announcement”) in relation to, among other things, the Sale and Purchase Agreement; Very Substantial Acquisition and Issue of Consideration Shares under Specific Mandate by GoFintech; and Very Substantial Disposal and Connected Transaction of Wealthink AI; (ii) the joint announcement dated 21 January 2025 (the “Joint Delay Announcement”) in relation to the delay in despatch of the Joint Circular; and (iii) the joint announcement dated 21 February 2025 (the “Joint Further Delay Announcement”) in relation to the further delay in despatch of the Joint Circular. Capitalised terms used herein shall have the same meaning as those defined in the Joint Announcement, the Joint Delay Announcement and the Joint Further Delay Announcement, unless the context requires otherwise.

EXTENSION OF LONG STOP DATE

As disclosed in the Joint Announcement, if any of the Conditions Precedent is not fulfilled (or as the case may be, waived) on or before 30 April 2025 (i.e. the long stop date contemplated under the Sale and Purchase Agreement for the fulfilment of the above conditions for the Transaction) (the “Long Stop Date”), or such later date as the parties to the Sale and Purchase Agreement may agree in writing, the Sale and Purchase Agreement shall be terminated, and all rights, obligations and liabilities of the parties thereto shall cease and determine and neither party shall have any claim against the other, save for any antecedent breaches of the Sale and Purchase Agreement.

As additional time is required for the fulfilment of certain Conditions Precedent, it is not expected that Completion of the Transaction will take place by 30 April 2025. Accordingly, on 30 April 2025, the parties to the Sale and Purchase Agreement entered into a supplemental agreement to the Sale and Purchase Agreement and agreed to extend the Long Stop Date to 31 July 2025 (or such later date as the parties may agree in writing).

Save as disclosed above, all other terms and conditions of the Sale and Purchase Agreement remain unchanged.

By order of the GoFintech Board
GoFintech Quantum Innovation Limited
CHAN Kin Sang
Chairman and Independent Non-executive Director

By order of the Wealthink AI Board
Wealthink AI-Innovation Capital Limited
Wang Qin
Chairman

Hong Kong, 30 April 2025

As at the date of this joint announcement, the GoFintech Board consists of one executive Director, namely Ms. SUN Qing; three non-executive Directors, namely Dr. NIE Riming, Mr. LI Chunguang and Mr. HUA Yang; and three independent non-executive Directors, namely Mr. CHAN Kin Sang (Chairman), Mr. CHIU Kung Chik and Ms. LUI Mei Ka.

As at the date of this joint announcement, the Wealthink AI Board comprises four non-executive Directors, namely Dr. Wang Qin, Dr. Fu Weigang, Dr. Wang Shibin and Ms. Sun Qing; and three independent non-executive Directors, namely Mr. Yan Xiaotian, Mr. Zhao Kai and Mr. Yang Songbin.