VSING Limited — Capital/Financing Update 2016

Jun 28, 2016

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and Hong Kong Securities Clearing Company Limited (‘‘HKSCC’’) 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.

Unless otherwise defined, terms and expressions used in this announcement shall have the same meanings as those defined in the prospectus (the ‘‘Prospectus’’) of WORLDGATE GLOBAL LOGISTICS LTD (the ‘‘Company’’) dated 28 June 2016.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Potential investors should read the Prospectus for detailed information about the Placing described below before deciding whether or not to invest in the Shares thereby being offered.

WORLDGATE GLOBAL LOGISTICS LTD 盛 良 物 流 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

LISTING ON THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING

Number of Placing Shares : 200,000,000 Placing Shares (subject to Offer Size Adjustment Option) Placing Price : HK$0.35 per Placing Share (payable in full upon application, plus brokerage fee of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%, and subject to refund) Nominal Value : HK$0.01 each Stock Code : 8292

Sponsor

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Lead Manager and Sole Bookrunner

Co-Lead Managers

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Co-Managers

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Printed copies of the Prospectus as required by the GEM Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) are available, for information purposes only, at the office of Ample Capital Limited during normal office hours from 9:00 a.m. to 5:00 p.m. (Hong Kong time) from Tuesday, 28 June 2016 to Monday, 4 July 2016 (both dates inclusive).

Pursuant to the Underwriting Agreement, the Company is offering 200,000,000 Placing Shares for subscription by way of Placing (subject to the Offer Size Adjustment Option) subject to the terms and conditions as set out in the Underwriting Agreement and the Prospectus. It is expected that the Underwriters, on behalf of the Company, will conditionally place 200,000,000 Placing Shares at the Placing Price.

In connection with the Placing, the Company has granted to the Underwriters the Offer Size Adjustment Option, which is exercisable by Ample Orient Capital Limited (‘‘AOCL’’) (for itself and on behalf of the Underwriters) in its sole and absolute discretion on or before the business day immediately before the date of allotment results announcement to require the Company to allot and issue up to 30,000,000 additional Placing Shares at the Placing Price (representing 15% of the total number of Placing Shares initially available for subscription under the Placing). Any such additional Shares may be issued to cover any excess demand in the Placing, and in the event that the Offer Size Adjustment Option is exercised, AOCL in its absolute discretion may decide to whom and proportions in which the additional Shares will be allotted.

The Offer Size Adjustment Option will not be used for any price stabilisation purpose in the secondary market after the listing of the Shares on GEM and is not subject to the Securities and Futures (Price Stabilising) Rules of the SFO (Chapter 571W of the Laws of Hong Kong).

Application for the Shares will only be considered on the basis of the terms and conditions as set out in the Prospectus and the Underwriting Agreement.

The Placing is conditional upon the fulfillment of the conditions as set out in the paragraph headed ‘‘3. Conditions of the Placing’’ in the section headed ‘‘Structure and Conditions of the Placing’’ in the Prospectus. If the conditions of the Placing as mentioned therein are not fulfilled or waived by AOCL (for itself and on behalf of the Underwriters) in accordance with the terms and conditions of the Underwriting Agreement on or prior to the times and the dates as specified therein, the Placing will not become unconditional and will lapse and thereafter, all monies received will be refunded to applicants of the Placing without interest and the Stock Exchange will be notified immediately. Notice of the lapse of the Placing will be published by the Company on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.worldgate.com.my on the next business day following such lapse.

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Prospective investors should note that AOCL (for itself and on behalf of the Underwriters) is entitled to terminate their obligations under the Underwriting Agreement by giving notice in writing to the Company upon the occurrence of any of the events set forth under the paragraph headed ‘‘2.2 Grounds for termination’’ in the section headed ‘‘Underwriting’’ in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date, i.e. Wednesday, 6 July 2016.

Application has been made by the Company to the Listing Division of the Stock Exchange for the listing of and permission to deal in the Shares issued and to be issued pursuant to the Placing and the Capitalisation Issue (including any Shares to be issued upon the exercise of any options which may be granted under the Share Option Scheme and any new Shares which may be issued pursuant to the exercise of the Offer Size Adjustment Option). Subject to the approval of the listing of, and permission to deal in, the Shares on GEM as mentioned in the Prospectus and the compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date, or on any other date HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements have been made for the Shares to be admitted into CCASS.

Share certificates for the Placing Shares will only become valid certificates of title when the Placing has become unconditional in all respects and the Underwriting Agreement has not been terminated in accordance with its terms any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date. No temporary documents of title will be issued by the Company. No receipt will be issued for the subscription monies for the Placing Shares.

The announcement of the level of indication of interests in the Placing and the basis of allocation of the Placing Shares will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at www.worldgate.com.my on or before Tuesday, 5 July 2016.

Dealings in the Shares on GEM are expected to commence at 9:00 a.m. on Wednesday, 6 July 2016. Shares will be traded in board lots of 10,000 Shares. The GEM stock code for the Shares is 8292.

By order of the Board WORLDGATE GLOBAL LOGISTICS LTD Lee Chooi Seng Chairman

Hong Kong, 28 June 2016

As at the date of this announcement, the executive Directors are Mr. Lee Chooi Seng and Mr. Chin Seng Leong; the nonexecutive Director is Dato’ Tan Yee Boon and the independent non-executive Directors are Mr. Wong Siu Keung Joe, Mr. Liew Weng Keat and Mr. Lee Kwok Tung Louis.

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This announcement, for which the Directors of the issuer 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 issuer. 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 document misleading.

This announcement and a copy of the Prospectus will remain on the GEM website at www.hkgem.com and, in the case of the announcement, on the ‘‘Latest Company Announcements’’ page for at least 7 days from the day of its posting. This ’ announcement and a copy of the Prospectus will also be published on the Company s website at www.worldgate.com.my.

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