Value Convergence Holdings Limited

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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(Incorporated in Hong Kong with limited liability) Website: http://www.vcgroup.com.hk

(Stock Code: 821)

DISCLOSEABLE TRANSACTION ACQUISITIONS OF LISTED SECURITIES

THE ACQUISITIONS

IMPLICATIONS UNDER THE LISTING RULES

Each of the Acquisitions does not individually constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules. As the series of Acquisitions are conducted within a period of 12 months, they are required to be aggregated pursuant to Rule 14.22 of the Listing Rules. As one or more of the applicable percentage ratios under Rule 14.07 of the Listing Rules in respect of the Acquisitions when aggregated exceed(s) 5% but all are less than 25%, the Acquisitions constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules and are therefore subject to the reporting and announcement requirements under the Listing Rules.

THE ACQUISITIONS

The Board is pleased to announce that the Company has conducted a series of Acquisitions on the open market during the Relevant Period and acquired a total of 5,158,000 HLHCL Shares for an aggregate consideration of approximately HK$38.3 million (excluding stamp duty and related expenses), which was financed by the Group’s internal resources. The average price (excluding stamp duty and related expenses) for the Acquisitions of each HLHCL Share was approximately HK$7.42. The Acquired Shares represent approximately 0.94% of the total HLHCL Shares in issue as at the date of this announcement.

As the Acquisitions were conducted on the open market, the identities of the seller(s) of the Acquired Shares cannot be ascertained. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the seller(s) of the Acquired Shares and their respective ultimate beneficial owner(s) (where applicable) are Independent Third Parties.

INFORMATION ON HLHCL

HLHCL is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 6908). HLHCL and its subsidiaries are principally engaged in the design, development, manufacturing, subcontracting service and sales of semiconductor products, including light-emitting diode (“ LED ”) beads, LED lighting products and fast charging products in the PRC. HLHCL and its subsidiaries mainly generate revenue from the sales of LED beads upon delivery of the products to the customers with their acceptance of the products.

The following financial information is extracted from the annual report of HLHCL for the two financial years ended 31 December:

	Year ended 31 December	Year ended 31 December
	2020	2019
	RMB’000	RMB’000
Revenue	121,995	243,260
Profit before income tax expense	6,394	23,078
Profit for the year	4,563	17,278

As disclosed in the interim report of HLHCL for the six months ended 30 June 2021, the unaudited consolidated net asset value of HLHCL was approximately RMB240,700,000 as at 30 June 2021.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The Group is an established financial services group committed to delivering premier financial services and products that fulfill various investment and wealth management needs of clients in the Greater China region. The Group’s expertise includes (i) provision of financial services comprising securities, futures and options brokering and dealing, financing services, corporate finance and other advisory services, asset management and insurance brokerage; and (ii) proprietary trading. The Group is also engaged in sale and distribution of healthcare products.

As at 30 June 2021, the Group held equity securities listed in Hong Kong of approximately HK$358.4 million as financial assets held for trading, marking a 45% appreciation of market value as compared with that at 31 December 2020. It is mainly attributable to unrealised gains from information technology and energy segments together with additional net purchases, as well as a remarkable rebound of Hong Kong’s capital market during the first half of 2021.

The Directors hold positive views towards the prospects of HLHCL’s LED products and are of the view that the Acquisitions provide the Group with a good investment opportunity to expand its investment portfolio. The Directors believe that the Acquisitions will provide satisfactory return to the Group.

As the Acquisitions were made at market price and on the open market, the Directors are of the view that the terms of the Acquisitions are fair and reasonable on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

IMPLICATIONS UNDER THE LISTING RULES

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

“Acquired Shares” a total of 5,158,000 HLHCL Shares acquired by the Company on the open market during the Relevant Period
“Acquisitions” the acquisitions of the Acquired Shares for an aggregate consideration of approximately HK$38.3 million (excluding stamp duty and related expenses)
“Board” the board of Directors
“Company” Value Convergence Holdings Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the main board of the Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“HLHCL” HongGuang Lighting Holdings Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 6908) “HLHCL Share(s)” ordinary share(s) of HK$0.01 each in the share capital of HLHCL “Independent Third persons who are third parties independent of and not Parties” connected with the Company and its connected persons (as defined in the Listing Rules) “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China (for the purpose of this announcement, excluding Hong Kong, Macau Special Administrative Region and Taiwan) “Relevant Period” the period from 22 July 2021 to 7 October 2021 (both dates inclusive) “Shareholders” holders of the shares of the Company from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “RMB” Renminbi, the lawful currency of the PRC “%” per cent.

By order of the Board of Value Convergence Holdings Limited Fu Yiu Man, Peter Chairman & Executive Director

Hong Kong, 7 October 2021

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Fu Yiu Man, Peter (Chairman), Mr. Lin Hoi Kwong, Aristo and Ms. Li Cindy Chen; and three independent non-executive Directors, namely, Mr. Wong Chung Kin, Quentin, Mr. Wong Kam Choi, Kerry, MH and Mr. Siu Miu Man, Simon, MH.

AI assistant

Value Convergence Holdings Limited Capital/Financing Update 2021

49488_rns_2021-10-07_fb31ce5c-c1e5-4841-8872-b8f253cfb960.pdf