Wanka Online Inc. — Capital/Financing Update 2021

Sep 16, 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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**WANKA ONLINE INC. 萬咖壹聯有限公司 ***

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1762)

GRANT OF RESTRICTED SHARE UNITS UNDER THE 2016 SHARE INCENTIVE SCHEME

Reference is made to the disclosure in the section headed “Appendix IV — Statutory and General Information — D. Share Incentive Schemes — 1. 2016 Share Incentive Scheme” of the prospectus of Wanka Online Inc. (the “ Company ”) dated 11 December 2018 (the “ Prospectus ”) in relation to the adoption of 2016 Share Incentive Scheme and appointment of trustee, a summary of the principal terms of which was set out in the Prospectus. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Prospectus.

The Board is pleased to announce that on 16 September 2021, the Board (including all independent non-executive Directors), based on the recommendation of the remuneration committee, resolved and approved to grant 5,994,597 RSUs to 5 Grantees pursuant to the 2016 Share Incentive Scheme, subject to acceptance by the Grantees (the “ Grant ”). The 2016 Share Incentive Scheme is not subject to the provisions of Chapter 17 of the Listing Rules as the 2016 Share Incentive Scheme does not involve the grant of options by the Company to subscribe for new Shares. Details of the Grant are as follows:

Number of Grant Shares and Date of Grant

The 5,994,597 RSUs granted to the Grantees on 16 September 2021 (the “ Date of Grant ”) represent 5,994,597 underlying Shares, which amounts to approximately 0.40% of the issued share capital of the Company as at the date of this announcement. No additional new Shares will be issued or allotted for the Grant. The Shares underlying the RSUs are currently issued to and held by the Trustee, an independent third party, in accordance with the 2016 Share Incentive Scheme until the end of each vesting period which may differ among the Grantees and be transferred to the Grantees upon satisfaction of the relevant vesting conditions as specified by the Board at the time of granting.

Any Shares transferred to a Grantee in respect of any RSUs will be subject to all the provisions of the articles of association of the Company and will rank pari passu with the fully paid Shares in issue on the date of the transfer. The Grantees of the RSUs may not exercise voting rights in respect of the Shares underlying the RSUs prior to their vesting, nor do they have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Shares underlying the RSUs prior to the vesting. Please see “Appendix IV — Statutory and General Information — D. Share Incentive Schemes — 1. 2016 Share Incentive Scheme” of the Prospectus for details.

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Grantees

The Grantees are employees of the Company, none of which is a connected person of the Company under Chapter 14A of the Listing Rules.

The Grantees are not required to pay any amount for the grant of RSUs under the 2016 Share Incentive Scheme, and are required to pay nominal value per underlying Share for the exercise of the RSUs, subject to the terms and conditions set out in the relevant grant letters.

Market Price

The 5,994,597 RSUs represent the value of approximately HK$4.04 million, taking into account of the average closing price of HK$0.674 per Share as stated in the daily quotation sheets issued by the Stock Exchange for the five business days immediately preceding the Date of Grant, or approximately HK$3.66 million, taking into account of the closing price of HK$0.610 per Share on the Date of Grant as quoted on the Stock Exchange.

Vesting Schedule

The RSUs granted typically shall vest in the Grantees within four years from the Date of Grant. The RSUs held by the Trustee shall be vested to the Grantees in accordance with the vesting schedule determined by the Board upon all vesting conditions specified by the Board having been satisfied.

Taking into account the purposes and objectives of the 2016 Share Incentive Scheme, the Company considers that the Grant is fair and reasonable, and is in the interests of the Company and its shareholders as a whole.

By order of the Board Wanka Online Inc. GAO Dinan Chairman

Hong Kong, 16 September 2021

As at the date of this announcement, the board of directors of the Company comprises Mr. GAO Dinan, Ms. ZHOU Yan and Mr. NIE Xin as executive Directors; Mr. ZHENG Wei and Mr. SONG Chunyu as non-executive Directors; and Mr. CHEN Baoguo, Mr. JIN Yongsheng and Ms. ZHAO Xuemei as independent non-executive Directors.

* For identification purposes only

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