Certain Ordinary Shares of Winking Studios Limited are subject to a Lock-Up Agreement Ending on 21-MAY-2024. These Ordinary Shares will be under lockup for 186 days starting from 17-NOV-2023 to 21-MAY-2024.

Details:
The restriction shall apply to all Shares held by Acer Gaming, Mr. Johnny Jan and Ms. Lee, Chiu-Hui immediately after the Placement and issuance of the Cornerstone Shares, being 142,537,815 Shares, 21,268,929 Shares and 2,304,731 Shares, representing 51.0%, 7.6% and 0.8% of our Company?s post-Placement and post-Cornerstone Tranche share capital, respectively. For the six months period after the Initial Period, the restriction shall apply in respect of his/her/its effective interest in 50.0% in his/her/its Shares in the capital of our Company (adjusted for any bonus issue or sub-division of Shares) held by Mr. Johnny Jan, Ms. Lee Chiu-Hui and Acer Gaming, respectively.

The restriction shall apply to all Shares held by each of the Employee Shareholders immediately before the Placement, being 2,915,494 Shares and 1,105,396 Shares (representing 1.0% and 0.4% of our Company?s post-Placement and post-Cornerstone Tranche share capital) held by Mr. Cho Tai-Wei and Mr. Oliver Yen, respectively. For the six months period after the Initial Period, the restriction shall apply in respect of the effective interest in 50.0% in any part of his Shares in the capital of our Company (adjusted for any bonus issue or sub-division of Shares) held directly by each of the Employee Shareholders.

Cho Tai-Wei and Cho, Tai-Ching, who each hold 44.0% and 40.0% of the shares in Flying Way International Corp., respectively, are each deemed interested in the Shares held by Flying Way International Corp. by virtue of section 4 of the SFA. The remaining shareholder of Flying Way International Corp. is Cho, Wen-Lin, who holds 16.0% of the shares in Flying Way International Corp., and she is the sister of Cho Tai-Wei and Cho, Tai-Ching. To demonstrate their commitment to our Group, each of Cho Tai-Wei, Cho, Tai-Ching and Cho, Wen-Lin has on 8 November 2023 voluntarily undertaken to the Sponsor, Issue Manager and Placement Agent and our Company that he/she will, amongst others, from the date commencing on the date of admission of our Company to Catalist and for a period of 12 months thereafter.