Synagistics Limited — Proxy Solicitation & Information Statement 2021

Sep 21, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Wealthking Investments Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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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)

PROPOSAL FOR

INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 5 of this circular.

Notice of the Extraordinary General Meeting of the Company to be held at 11:00 a.m. on Wednesday, 13 October 2021 at 41/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages 6 to 7 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event no later than 48 hours before the time of the meeting or any adjournment thereof to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please see page 1 of this circular for measures being taken to prevent the spread of the coronavirus disease 2019 (COVID-19) at the EGM, including: . compulsory body temperature checks; . compulsory for each attendee to wear a surgical face mask; and . no refreshment will be served. Any person who does not comply with the precautionary measures may be denied entry into the meeting venue. The number of attendees allowed in the EGM venue is subject to the requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G). The Company hereby reminds its Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the EGM as an alternative to attending the meeting in person.

21 September 2021

CONTENTS

	Pages
Precautionary measures for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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PRECAUTIONARY MEASURES FOR THE EGM

In view of the ongoing COVID-19 pandemic, the Company will implement the following preventive measures at the EGM to protect the attendees from the risk of infection:

• (i) Compulsory body temperature checks will be conducted on every attendee. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the EGM venue;

• (ii) The Company requires attendees to wear surgical face masks at all times, and to maintain a safe distance between seats; and

• (iii) No refreshments will be served.

The number of attendees allowed in the EGM venue is subject to the requirements and restrictions under the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation (Cap. 599G). To the extent permitted under law, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

The Company reminds all its Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders of the Company may appoint the chairman of the EGM as their proxy to vote on the resolution at the EGM instead of attending the EGM in person. If Shareholders have any questions about the resolution, they are welcome to contact the Company via the Investor Relations department as follows:

Investor Relation Department Tel: (852) 2842 9688 Email: ir@wealthking.com.hk

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DEFINITIONS

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

• ‘‘Articles’’ the articles of association of the Company, as amended from time to time

• ‘‘Board’’ the board of Directors

• ‘‘Company’’

Wealthking Investments Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Stock Exchange

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘EGM Notice’’

• the notice for convening the Extraordinary General Meeting set out on pages 6 to 7 in this circular

• ‘‘Extraordinary General the extraordinary general meeting of the Company Meeting’’ or ‘‘EGM’’ convened to be held at 11:00 a.m. on Wednesday, 13 October 2021 at 41st Floor, One Exchange Square, 8 Connaught Place, Central, Hong Kong

• ‘‘HK$’’

• Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’

• Hong Kong Special Administrative Region of the PRC

• ‘‘Increase in Authorised Share Capital’’

• the proposed increase in the Company’s authorised share capital from HK$400,000,000 divided into 4,000,000,000 Shares to HK$2,000,000,000 divided into 20,000,000,000 Shares by the creation of an additional 16,000,000,000 Shares

• ‘‘Latest Practicable Date’’ 16 September 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Listing Rules’’

• the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘Share(s)’’

• ordinary share(s) of nominal value of HK$0.10 each in the capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of Shares

• ‘‘Stock Exchange’’ the Stock Exchange of Hong Kong Limited

• ‘‘%’’

• per cent.

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LETTER FROM THE BOARD

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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)

Executive Director: LIU Zhiwei (Chairman)

Independent non-executive Directors: HE Jia WANG Xiaojun CHEN Yuming FU Weigang

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: 41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong

21 September 2021

To the Shareholders

Dear Sir/Madam,

PROPOSAL FOR INCREASE IN AUTHORISED SHARE CAPITAL AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the Company’s announcement dated 15 September 2021 in relation to the Increase in Authorised Share Capital. The purpose of this circular is to provide you with information regarding the resolution to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against the resolution.

At the EGM, a resolution will be proposed for seeking Shareholders’ approval to approve the proposed Increase in Authorised Share Capital.

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LETTER FROM THE BOARD

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

The existing authorised share capital of the Company is HK$400,000,000 divided into 4,000,000,000 Shares, of which 3,481,128,000 Shares are in issue. As at the Latest Practicable Date, Share options granted under the Share option scheme of the Company carrying rights to subscribe for an aggregate 62,700,000 Shares remain outstanding.

In order to provide the Company with greater flexibility in fund raising whereby promoting future business growth, the Board proposes the Increase in Authorised Share Capital. Such new Shares, upon issue, shall rank pari passu in all respects with the existing Shares.

Upon the Increase in Authorised Share Capital becoming effective and assuming no Shares are issued or repurchased from the Latest Practicable Date up to the date of the EGM to be convened on Wednesday, 13 October 2021, the authorised share capital of the Company will be HK$2,000,000,000 divided into 20,000,000,000 Shares, with 3,481,128,000 Shares in issue and 16,518,872,000 Shares authorised but unissued. The Directors do not have any present intention of issuing any part of such capital.

The Increase in Authorised Share Capital is subject to the approval of the Shareholders by way of passing an ordinary resolution at the EGM.

EXTRAORDINARY GENERAL MEETING

The Company will convene the EGM at 11:00 a.m. on 13 October 2021 at 41/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong for the Shareholders to consider and, if thought fit, approve, among other things, the Increase in Authorised Share Capital.

A notice convening the EGM is set out on pages 6 to 7 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. at or before 11:00 a.m. on 11 October 2021 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

RECOMMENDATION OF THE BOARD

The Directors consider that the proposed resolution at the EGM is in the best interests of the Company and the Shareholders as a whole and, accordingly, the Directors recommend all Shareholders to vote in favour of the resolution at the EGM.

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LETTER FROM THE BOARD

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the chairman of the EGM will demand a poll for every resolution put to the vote of the EGM pursuant to Article 87 of the Articles. The results of the poll will then be announced by the Company in the manner prescribed under Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully, For and on behalf of the Board Wealthking Investments Limited Liu Zhiwei

Executive Director and Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Wealthking Investments Limited (‘‘Company’’) will be held at 11:00 a.m. on Wednesday, 13 October 2021 at 41/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong for the following purposes:

To consider and, if thought fit, pass the following resolution (with or without modifications):

ORDINARY RESOLUTION

‘‘THAT the authorised share capital of the Company be increased from HK$400,000,000 divided into 4,000,000,000 shares of HK$0.10 each (the ‘‘Shares’’) to HK$2,000,000,000 divided into 20,000,000,000 Shares by the creation of an additional 16,000,000,000 Shares (the ‘‘Increase in Authorised Share Capital’’), such Shares shall rank pari passu in all respects; and that any one or more of the directors or the company secretary of the Company be and is/ are hereby authorised to do all such acts and things and execute all such documents which he/ she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorised Share Capital.’’

Yours faithfully, By order of the Board Wealthking Investments Limited Ng Sau Lai

Company Secretary

Hong Kong, 21 September 2021

Registered office: P.O. Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands

Head office and principal place of business in Hong Kong: 41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. A member of the Company entitled to attend and vote at the meeting above is entitled to appoint in written form one or, if he is the holder of two or more shares (the ‘‘Shares’’) of the Company, more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, whether in person or by proxy, then one of the said persons so present whose name stands first on the register in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised, and must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the meeting (i.e., at or before 11:00 a.m. on Monday, 11 October 2021 (Hong Kong time)), or any adjourned thereof.

4. Delivery of an instrument appointing a proxy will not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy will be deemed to be revoked.

5. The record date for determining shareholders’ right to attend and vote at the above meeting is 8 October 2021. In order to qualify for attending the above meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on 8 October 2021.

6. This notice has been printed in English and Chinese. In the event of any inconsistency, the English text of this notice shall prevail over its Chinese text.

As at the date of this notice, 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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