Value Convergence Holdings Limited — Capital/Financing Update 2021

Jul 27, 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.

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

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Value Convergence Holdings Limited

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

(Stock Code: 821)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Anli Securities Limited

References are made to the announcements of Value Convergence Holdings Limited (the “ Company ”) dated 2 July 2021 and 21 July 2021 in relation to, among other things, the Placing (the “ Announcements ”). Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions precedent to the Placing Agreement have been fulfilled and the Completion took place on 27 July 2021. A total of 341,150,000 Placing Shares have been successfully placed to not less than six Placees at the Placing Price of HK$0.205 per Placing Share and none of the Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company forthwith upon the Completion. The 341,150,000 Placing Shares represent (i) approximately 19.81% of the aggregated number of the issued Shares immediately before the Completion; and (ii) approximately 16.54% of the aggregated number of issued Shares as enlarged by the allotment and issue of the 341,150,000 Placing Shares.

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To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners (if any) are individual, institutional or professional investor who are (i) independent of the Company (and the Group), its connected person(s) and their respective associate(s), and (ii) independent of and not parties acting in concert with any persons, other Placee(s) or Shareholders to the effect that any Placing to such investor shall not trigger any mandatory offer obligation under Rule 26.1 of the Takeovers Code.

SHAREHOLDING STRUCTURE OF THE COMPANY

The table below illustrates the shareholding structure of the Company (i) immediately before the Completion; and (ii) immediately after the Completion:

DirectorMr. Wong Chung Kin, QuentinMr. Fu Yiu Man, PeterSubstantial ShareholderMr. Chung Chi Shing, Eric_(Note)_The Placee(s)Public ShareholdersTotal	(i) Immediately beforethe CompletionNo. of SharesApprox.500,0000.03%7,700,0000.45%368,352,00021.39%––1,345,399,59878.13%1,721,951,598100.00%	(ii) Immediately afterthe CompletionNo. of SharesApprox.500,0000.02%7,700,0000.37%368,352,00017.85%341,150,00016.54%1,345,399,59865.22%2,063,101,598100.00%	(ii) Immediately afterthe CompletionNo. of SharesApprox.500,0000.02%7,700,0000.37%368,352,00017.85%341,150,00016.54%1,345,399,59865.22%2,063,101,598100.00%
			100.00%

Note: As at the date of this announcement, Mr. Chung Chi Shing, Eric (“ Mr. Chung ”), is beneficially interested in 293,352,000 Shares, and is deemed to be interested in 75,000,000 Shares owned by Power Global Group Limited, the entire issued shares of which is legally and beneficially owned by Mr. Chung, under Part XV of the SFO.

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

Hong Kong, 27 July 2021

As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Fu Yiu Man, Peter (Chairman) and Mr. Lin Hoi Kwong, Aristo; 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.

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