REG - AIM Winking Studios Ltd - Winking Studios Limited - Schedule One

Winking StudiosAnnouncement

31/10/2024 08:00

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RNS Number : 2906K  AIM  31 October 2024

 

 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
 WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Winking Studios Limited (the "Company", "Winking Studios" or, together with
 its subsidiaries, the "Group") (SGX: WKS)

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered Office:

 P.O. Box 31119

 Grand Pavilion, Hibiscus Way

 802 West Bay Road

 Grand Cayman, KY1-1205 Cayman Islands

 Principal Trading Addresses:

 6 Raffles Quay, #14-06, Singapore 048580

 1F, No. 158 Ruihu Street, Neihu District, Taipei City 114067, Taiwan

 No. 1, Zhengxue Road, Qinhuai District, Nanjing, Mainland China

 COUNTRY OF INCORPORATION:

 Cayman Islands

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 www.winkingworks.com

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Winking Studios is a publicly traded company on the Catalist board of the
 Singapore Exchange Securities Trading Limited (SGX:WKS) focussed on art
 outsourcing and game development services, with over 25 years' experience
 completing end-to-end art outsourcing and game development services across
 various gaming platforms such as console, PC, online and handheld content for
 the video games industry. The Group is one of the largest art outsourcing
 providers in Asia and within the top five globally by revenue, with its client
 base including many of the world's leading game developers, such as EA,
 Tencent, Ubisoft and ActiVision. Winking Studios is an indirect subsidiary of
 Acer Inc., a Taiwanese multinational technology company and one of the world's
 largest personal computer vendors.

 The Group's three primary business segments are:

 (a)     Art Outsourcing - where the Group creates and develops digital art
 assets as part of its provision of art outsourcing services. The Group has the
 capabilities to provide a wide gamut of design services, including 2D concept
 art, 3D modelling, 2D animation, 3D animation and visual effects, which
 include environment design and game character design;

 (b)     Game Development - where the Group provides game development
 services, including programming, development, design and script writing of
 games; and

 (c)     Global Publishing and Other Services - where the Group (i)
 releases game products developed by itself as well as Third Party Game
 Developers on global game platforms, including PlayStation, Switch and Steam;
 and (ii) sells the Group's video games developed in-house and peripheral
 gaming products.

 The Company is headquartered in Singapore, with operations in Taiwan, Mainland
 China and Malaysia.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Number of ordinary shares of S$0.04 each in the capital of the Company
 ("Ordinary Shares") to be admitted: TBC

 Issue price: TBC

 No Ordinary Shares are held in treasury

 The Ordinary Shares (via Depositary Interests through CREST) will be freely
 transferable

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: TBC

 Anticipated market capitalisation on Admission: TBC

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 TBC

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 The Company's Ordinary Shares are traded on the Catalist board of the
 Singapore Exchange Securities Trading Limited under the trading symbol "WKS".

 THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

 N

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Mr. Johnny Jan (詹承翰) - Founder and Chief Executive Officer

 Mr. Oliver Yen (嚴俊德) - Proposed Finance Director and Group Chief
 Financial Officer

 Mr. Lim Heng Choon (林興俊) - Proposed Non-Executive Chairman (current Lead
 Independent and Non-Executive Director)

 Mr. Kao Shu-Kuo (高樹國) - Non-Executive Director

 Mr. Chang Yi-Hao (張益豪) - Independent and Non-Executive Director

 Mr. Yang Wu Te (楊武德) - Independent and Non-Executive Director

 Mr. Daniel Widdicombe - Proposed Independent and Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

 The significant shareholders of the Company and directors' (including proposed
 directors) shareholdings are shown below. Post Admission interests are not yet
 known.

Shareholder                       Number of Ordinary Shares pre Admission  Pre Admission (%)  Number of Ordinary Shares post Admission      Post Admission (%)
 Acer Gaming Inc.*                 212,737,815                              54.9%                                     TBC                    TBC
 Acer SoftCapital Inc.*            29,808,621                               7.7%                                      TBC                    TBC
 Flying Way International Corp.**  26,669,146                               6.9%                                      TBC                    TBC
 Mr. Johnny Jan***                 23,573,660                               6.1%                                      TBC                    TBC
 Mr Oliver Yen                     2,455,396                                0.6%                                      TBC                    TBC
 Mr. Kao Shu-Kuo                   300,000                                  0.1%                                      TBC                    TBC

*Acer Gaming Inc. and Acer SoftCapital Inc. are both subsidiaries of Acer Inc.

 **Flying Way International Corp. is owned by Mr. Cho Tai-Wei (44.0%) and Ms.
 Cho Tai-Ching (40.0%), who are siblings. The remaining shareholder of Flying
 Way International Corp. is Ms. Cho Wen-Lin, who holds 16.0% of the shares in
 Flying Way International Corp., and she is the sister of Mr Cho Tai-Wei and
 Ms. Cho Tai-Ching. Mr Cho Tai-Wei, Ms. Cho Tai-Ching and Ms. Cho Wen-Lin are
 cousins of Mr. Johnny Jan. This figure includes 3,586,594 Ordinary Shares held
 directly by Mr Cho Tai-Wei.

 ***Includes 2,304,731 Ordinary Shares held directly by Ms. Lee Chiu-Hui, the
 spouse of Mr. Johnny Jan

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 N/A

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 i.    31 December

 ii.    30 June 2024

 iii.   30 June 2025 (audited annual results for the year ended 31 December
 2024)

 31 September 2025 (unaudited interim results for the six months ending 30 June
 2025)

 30 June 2026 (audited annual results for the year ended 31 December 2025)

 EXPECTED ADMISSION DATE:

 Mid-November 2024

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Strand Hanson Limited

 26 Mount Row

 London W1K 3SQ

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 SP Angel Corporate Finance LLP

 Prince Frederick House

 35 - 39 Maddox Street

 London W1S 2PP

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The Admission Document, which will contain full details about the applicant
 and the admission of its securities, will be available on the Company's
 website at http://www.winkingworks.com (http://www.winkingworks.com) from the
 date of Admission.

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 The Company applies the Code of Corporate Governance 2018 of Singapore
 published by the Monetary Authority of Singapore

 DATE OF NOTIFICATION:

 31 October 2024

 NEW/ UPDATE:

 New

*Acer Gaming Inc. and Acer SoftCapital Inc. are both subsidiaries of Acer Inc.

 

**Flying Way International Corp. is owned by Mr. Cho Tai-Wei (44.0%) and Ms.
Cho Tai-Ching (40.0%), who are siblings. The remaining shareholder of Flying
Way International Corp. is Ms. Cho Wen-Lin, who holds 16.0% of the shares in
Flying Way International Corp., and she is the sister of Mr Cho Tai-Wei and
Ms. Cho Tai-Ching. Mr Cho Tai-Wei, Ms. Cho Tai-Ching and Ms. Cho Wen-Lin are
cousins of Mr. Johnny Jan. This figure includes 3,586,594 Ordinary Shares held
directly by Mr Cho Tai-Wei.

 

***Includes 2,304,731 Ordinary Shares held directly by Ms. Lee Chiu-Hui, the
spouse of Mr. Johnny Jan

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

N/A

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

i.    31 December

 

ii.    30 June 2024

 

iii.   30 June 2025 (audited annual results for the year ended 31 December
2024)

 

31 September 2025 (unaudited interim results for the six months ending 30 June
2025)

 

30 June 2026 (audited annual results for the year ended 31 December 2025)

 

EXPECTED ADMISSION DATE:

 

Mid-November 2024

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

SP Angel Corporate Finance LLP

Prince Frederick House

35 - 39 Maddox Street

London W1S 2PP

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The Admission Document, which will contain full details about the applicant
and the admission of its securities, will be available on the Company's
website at http://www.winkingworks.com (http://www.winkingworks.com) from the
date of Admission.

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

The Company applies the Code of Corporate Governance 2018 of Singapore
published by the Monetary Authority of Singapore

 

DATE OF NOTIFICATION:

 

31 October 2024

 

NEW/ UPDATE:

 

New

 

 

 

 

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