Value Convergence Holdings Limited — Capital/Financing Update 2021

Jan 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

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Value Convergence Holdings Limited

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

(Stock Code: 821)

MEMORANDUM OF UNDERSTANDING FOR CONTEMPLATED INVESTMENT IN AQUAPORINS WATER BUSINESS

The Board is pleased to announce that, on 27 January 2021 (after trading hours), VC Capital, an indirect wholly-owned subsidiary of the Company, entered into the MOU with Golden Ally, pursuant to which VC Capital is desirous of investing in the Aquaporins Water (“ AQPs Water ”) business (the “ Contemplated Investment ”).

Information on Golden Ally

Golden Ally is engaged in the business of advanced life science technology, and has been involved in the manufacturing, production, sale, promotion and storage of AQPs Water for medical and scientific researches and relevant utilisation as well as for commercial purposes. AQPs are membrane water channel proteins which play crucial roles in water and/or mineral nutrients transport across epithelial and endothelial barriers while preventing ions and other solute from passing in human body, and further, they osmotically modulate water fluid homeostasis in several tissues. At the cellular level, the AQPs Water regulate not only cell migration and transepithelial fluid transport across membranes, but also common events that are crucial for the inflammatory response.

To the best knowledge, information and belief of the Directors having made all reasonable enquires, Golden Ally and its associates are independent of and not connected with the Company and its connected persons (as defined under the Listing Rules) as at the date of this announcement.

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The Contemplated Investment

Fund Raising by Golden Ally

Golden Ally contemplates to conduct fund raising exercise for a total amount of up to US$300 million by issuing up to 3 billion shares (the “ New Shares ”), which New Shares shall represent up to 30% of the common stock of Golden Ally, at US$0.1 per share and VC Capital (and/or its nominees) contemplates to subscribe. Further, VC Capital (and/or its nominees) shall be granted the right of first refusal to subscribe a further portfolio of up to 2.1 billion shares, which shall represent 21% of the common stock of Golden Ally, at a subscription price to be negotiated and determined by the VC Capital and Golden Ally. The above subscriptions are subject to regulatory approval and VC Capital (or its nominees, to be determined by VC Capital at its sole and absolute discretion) being satisfied with the outcome of the due diligence investigations to be conducted on Golden Ally.

Exclusive Business Development Right of VC Capital

VC Capital, whether by itself or through its nominees, shall have sole and exclusive right to operate and manage all plants of or owned by Golden Ally in the PRC for manufacturing and producing AQPs Water and/or relevant products thereof or therefrom free from any interference whatsoever by Golden Ally or its agent, and VC Capital shall be reasonably remunerated for so operating and managing the plants.

REASONS AND BENEFIT OF THE CONTEMPLATED INVESTMENT

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’s business strategies continue to include enlarging the Group’s revenue base through fostering its core businesses, and tapping into new emerging markets with expanded business initiatives.

The Directors believe that the Contemplated Investment, if materialised, is a stepping stone for the Company to participate advanced life science technology sector which shall be promising in the long term future, thereby enhancing the profitability of the Group’s business as a whole. In view of the above, the Directors consider that the entering into of the MOU is in the interests of the Company and its shareholders as a whole.

GENERAL

The Board wishes to emphasise that the MOU may or may not lead to the entering into of formal agreements. If formal agreements are executed, the transaction contemplated thereunder may constitute a notifiable transaction of the Company (as defined under the Listing Rules). Further announcement in respect of the formal agreements will be made by the Company as and when necessary in accordance with the Listing Rules.

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DEFINITIONS

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

“associate(s)”	has the meaning ascribed thereto in the Listing Rules
“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
“connected person(s)”	has the meaning ascribed thereto in the Listing Rules
“Director(s)”	directors of the Company
“Golden Ally”	Golden Ally Lifetech Group Co., Limited, a corporation
	organized and existing under the laws of the State of
	Delaware of the United States of America and is principally
	engaged in the business of advanced life science technology
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	Rules Governing the Listing of Securities on the Main Board
	of the Stock Exchange
“MOU”	the memorandum of understanding dated 27 January 2021
	entered into between the VC Capital and Golden Ally
	pursuant to which VC Capital is desirous of investing in the
	AQPs Water business. For avoidance of any doubt,
	provisions in the MOU on or in relation to the execution of
	formal agreements shall not be legally binding on both
	parties
“PRC”	the People’s Republic of China, but for purpose of this
	announcement, excluding Hong Kong, Macau Special
	Administrative Region of the PRC and Taiwan

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“Stock Exchange” The Stock Exchange of Hong Kong Limited

“VC Capital” VC Capital (China) Limited (滙盈資本(中國)有限公司), a company incorporated in the British Virgin Islands with limited liability and an indirect wholly-owned subsidiary of the Company

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“%” per cent.

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

Hong Kong, 27 January 2021

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