Wanka Online : COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

Neither this announcement nor any copy thereof may be released into or distributed directly or indirectly in the United States or any other jurisdiction where such release or distribution might be unlawful.

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities mentioned herein have not been, and will not be, registered under United States Securities Act of 1933, as amended from time to time (the "U.S. Securities Act") or securities law of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or transferred within in the United States unless registered under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Company has no intention to register under the U.S. Securities Act any of the securities referred to herein or to conduct a public offering of securities in the United States.

WANKA ONLINE INC. ຬդఠᑌϞࠢʮ̡*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1762)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agents

Reference is made to the announcement of Wanka Online Inc. (the "Company") dated February 21, 2021 in relation to the placing of the Placing Shares to be issued under the General Mandate (the "Announcement"). Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

* for identification purposes only

COMPLETION OF THE PLACING

The Board is pleased to announce that all the Conditions Precedent have been satisfied and the completion of the Placing took place on March 1, 2021. An aggregate of 135,000,000 Placing Shares have been successfully placed by the Placing Agents to not less than six Placees at the Placing Price of HK$1.45 per Share pursuant to the terms and conditions of the Placing Agreement.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners are independent third parties of the Company and its connected persons.

The net proceeds arising from the Placing are approximately HK$189.00 million. The Company will apply (i) approximately 60% of the net proceeds to further develop the Group's existing business lines, including but not limited to, expanding the Group's mobile advertising services network and enriching service offerings and user-focused content; (ii) approximately 30% of the net proceeds to enhance the Group's digital infrastructure and for research and development of new internet and technological solutions for the Group's marketers; and (iii) approximately 10% of the net proceeds as general working capital.

The Placing Shares are issued under the General Mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on June 5, 2020 to allot, issue and deal with up to 264,003,670 Shares. Immediately prior to the Placing, no Share has been issued by the Company pursuant to the General Mandate. Following the completion of the Placing, the Company may still allot, issue and deal with up to 129,003,670 Shares pursuant to the General Mandate.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately prior to the completion of the Placing; and (ii) immediately after the completion of the Placing are set out below.

Immediately after the completion

Immediately prior to the of the Placing (as at the date of

Name of Shareholder

completion of the Placing	this announcement)
Approximate	Approximate
percentage of	percentage of

Number of	total Shares	Number of	total Shares
Shares held	in issue	Shares held	in issue(5)
Wanka Media Limited and/or
Mr. GAO Dinan (1)	488,248,800	36.99%	488,248,800	33.56%
Countryside Tech Inc. and/or
Mr. ZHENG Wei (2)	488,248,800	36.99%	488,248,800	33.56%
Ms. ZHOU Yan (3)	5,000,000	0.38%	5,000,000	0.34%
Mr. NIE Xin (4)	1,587,000	0.12%	1,587,000	0.11%
Korea Investment Partners Co., Ltd. and/or
Korea Investment Holdings Co., Ltd.	105,391,430	7.98%	105,391,430	7.24%
The Placees	-	-	135,000,000	9.28%
Other Shareholders	719,791,120	54.53%	719,791,120	49.47%
Total	1,320,018,350	100.00%	1,455,018,350	100.00%
2

Notes:
(1)	Mr. GAO Dinan is deemed to be interested in the entire interests as of the date of this announcement held by (i)
Wanka Media Limited, a company wholly owned by him and holds 269,384,300 Shares; and (ii) Mr. ZHENG
Wei and his wholly-owned company, being Countryside Tech Inc., as they are parties acting in concert.
(2)	Mr. ZHENG Wei is deemed to be interested in the entire interests as of the date of this announcement (i)
Countryside Tech Inc., a company wholly owned by him and holds 218,864,500 Shares; and (ii) Mr. GAO
Dinan and his wholly-owned company, being Wanka Media Limited, as they are parties acting in concert.
(3)	Ms. ZHOU Yan is an executive Director and is interested in restricted share units granted to her under the 2016
Share Incentive Scheme entitling her to receive 5,000,000 Shares.
(4)	Mr. NIE Xin is an executive Director and is interested in restricted share units granted to him under the 2016
Share Incentive Scheme entitling him to receive 1,587,000 Shares.
(5)	The percentage of total Shares in issue may not add up to 100% due to rounding.

By order of the Board

Wanka Online Inc.

GAO Dinan Chairman

Hong Kong, March 1, 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. LIANG Zhanping and Ms. ZHAO Xuemei as independent non-executive Directors.