Value Convergence Holdings Limited

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares, you should at once hand this circular accompanying with the form of proxy to the purchaser(s) or transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

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

(Stock Code: 821)

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE;

(II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE;

AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent

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VC Brokerage Limited

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “Definitions” in this circular.

A notice convening the EGM to be held at 7th Floor, Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong on Thursday, 17 September 2020 at 11:00 a.m. at which the CB Placing and the Grant to be considered is set out on pages EGM-1 to EGM-3 of this circular.

Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar and transfer office, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment meeting thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment meeting thereof (as the case may be) should you so wish. In such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EGM

In light of the ongoing outbreak of coronavirus (“ COVID-19 ”) and to safeguard the health and safety of the Shareholders and other attendees who will attend the meeting, the following special precautionary measures will be implemented by the Company at the EGM, the details of which are as follows:

use hand sanitizer gel before entry and compulsory body temperature screening/checks;
mandatory wearing of surgical face masks;
maintain appropriate social distancing and the number of attendees at the meeting will be limited according to the latest regulations announced by the government;
no corporate gift or souvenir distributed and no refreshment will be served; and
any person who does not comply with the precautionary measures to be taken at the EGM may be denied entry into the meeting venue.

For the health and safety of Shareholders, the Company encourages Shareholders NOT to attend the EGM in person, and advises Shareholders to appoint the Chairman of the EGM as their proxy to vote according to their indicated voting instructions as an alternative to attending the EGM in person.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.

1 September 2020

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

DEFINITIONS

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

“acting in concert”

has the meaning ascribed thereto in the Takeovers Code

“associate(s)” has the meaning ascribed thereto in the Listing Rules
“Board” the board of Directors
“Bondholder(s)” the person(s) who for the time being is the holder of the Convertible Bond(s) with the benefit of and subject to the provisions of the CB Instrument
“Business Day(s)” any day (excluding Saturdays, Sundays, public holidays and days on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks generally are open for general banking business in Hong Kong
“CB Instrument” the instrument constituting the Convertible Bonds
“CB Placing”
the proposed placing of the Convertible Bonds on the terms and subject to the conditions set out in the CB Placing Agreement
“CB Placing Agreement” the agreement entered into between the Company and the Placing Agent dated 24 July 2020 in respect of the CB Placing
“CB Placing Announcements”
the announcements of the Company dated 24 July 2020 and 29 July 2020 in relation to, among other things, the CB Placing
“CB Placing Closing”

the completion of the CB Placing

“CB Placing Closing Date”
any Business Day within a period of five Business Days following the date on which the conditions precedent of the CB Placing Agreement are fulfilled or, if applicable, waived (or such later date as the CB Parties may agree)
“CB Placing Long Stop Date”
30 October 2020 (or such later date as may be agreed by the CB Parties in writing)
“CB Placing Period”

the one-month period commencing on the Business Day immediately after the granting of the CB Specific Mandate, or such longer period of time as the CB Parties may otherwise agree in writing, unless terminated earlier pursuant to the terms of the CB Placing Agreement

DEFINITIONS

“CB Placing Placee(s)”
any investor who is either a professional or institutional investor or other investors selected and procured by or on behalf of the Placing Agent as contemplated by the CB Placing Agreement and is independent as referred to in the CB Placing Agreement, procured by the Placing Agent to subscribe for any of the Convertible Bonds pursuant to the Placing Agent’s obligations under the CB Placing Agreement
“CB Specific Mandate”
the specific mandate to be granted to the Board to allot, issue and deal with the Conversion Shares at the relevant extraordinary general meeting of the Company to be convened by the Company
“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
“Consultancy Agreement(s)”
the respective consultancy agreements executed by each of the Grantees as consultant to and in favour of Success Health on 28 July 2020 under and pursuant to which the Grantees agree to act as consultant of, and provide consultancy services to, Success Health on such terms and conditions as set out therein, and the consultancy agreements may be extended upon mutual agreements between the Grantees and Success Health, but may be terminated prematurely in accordance with their respective terms and conditions
“Conversion Date”
the date on which the Company receives or is deemed to have received a duly completed and executed conversion notice together with the bond certificate(s) of the for the Convertible Bond(s) being converted by a Bondholder pursuant to the CB Instrument or, insofar as is appropriate, the date on which it is automatically triggered under and pursuant to any agreement for or in relation to any subscription of the Convertible Bonds
“Conversion Price” HK$0.2 per Conversion Share, subject to adjustment pursuant to paragraph headed “Adjustments to the Conversion Price” in this circular
“Conversion Rights” the rights pursuant to the CB Instrument attaching to each Convertible Bond to convert the principal amount or a part thereof into Shares

DEFINITIONS

“Conversion Share(s)”
in the case of the Conversion Rights having been exercised in full, a maximum of 260,000,000 new Shares to be allotted and issued by the Company pursuant to the terms and conditions contained in the CB Instrument, which, upon conversion of the Convertible Bonds in their entirety, shall represent up to approximately 14.97% of the entire portfolio of issued shares in the Company as enlarged following conversion
“Convertible Bonds” up to HK$52,000,000 3-year zero coupon unsecured non-redeemable convertible bonds to be issued by the Company in denomination of HK$500,000 each with the benefit of and subject to the provisions of the CB Instrument
“Director(s)” the director(s) of the Company
“EGM” the extraordinary general meeting to be convened by the Company to approve, among others, (i) the CB Placing Agreement and the transaction contemplated thereunder and the CB Specific Mandate; and (ii) the Option Agreement and the transaction contemplated thereunder and the Option Specific Mandate
“First Issue Date” the initial date of issue of the Convertible Bonds under and pursuant to the CB Instrument
“Grant” the grant of Options as contemplated in the Option Agreement in its present or any revised, amended or supplemented form or content
“Grantees” collectively, Dr. Lai, Ms. Wang and Mr. Wei, and individually, a “Grantee”
“Grant Announcements” the announcements of the Company dated 30 July 2020 and 5 August 2020 in relation to the Grant
“Grant Date” the date on which the Grant is adopted by the Company at the EGM
“Group” the Company and its subsidiaries from time to time
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of China
“JV Agreement” the joint venture agreement dated 17 July 2020 entered into among VC Global, Vast Sea and Success Health in relation to the formation of Success Health

DEFINITIONS

“Latest Practicable Date” 26 August 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein “License Agreement” the license agreement dated 17 July 2020 entered into between Success Health and Vast Sea in relation to market and sell a novel compound

“Listing Committee” the listing committee appointed by the Stock Exchange for considering applications for listing and approving the listing of and dealing with securities on the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Offer Date” the date on which any Option is offered to the Grantees in accordance with the Option Agreement, and there shall be three offer dates, with the first offer date falling on any Business Day within a period of five Business Days after the Grant Date, and the second offer date shall fall on the first anniversary of the first offer date, and the third (and the last) offer date shall fall on the second anniversary of the first offer date
“Option(s)” option(s) to subscribe for Shares granted pursuant to the Grant “Option Agreement” the option agreement dated 30 July 2020 entered into among the Company and the Grantees in relation to the Grant
“Option Period” in respect of any particular Option (subject as otherwise provided under the terms of the Grant, including without limitation in relation to the lapse of Option as set out in the Option Agreement), such period during which the Option is exercisable as set out in the offer of the Option, and the option period shall commence on the first Offer Date and expire on either the anniversary of the relevant Offer Date or the termination of any Consultancy Agreement, whichever shall be the earlier, and for avoidance of any doubt, the termination of the Consultancy Agreement between the Success Health and any of the Grantees shall also terminate the Consultancy Agreements between Success Health and the 2 other Grantees as well
“Option Share(s)” ordinary share(s) in the Company to be allotted and issued by the Company upon the exercise of the Option(s)
“Option Specific Mandate” the specific mandate to be granted to the Board to allot, issue and deal with the Option Shares at the relevant extraordinary general meeting of the Company to be convened by the Company

DEFINITIONS

“Placing Agent”	VC Brokerage Limited, a licensed corporation by the SFC to carry
	out and conduct type 1 (dealing in securities) and type 4 (advising on
	securities) regulated activities under and pursuant to the SFO
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	The Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	the ordinary share(s) of the Company
“Shareholder(s)”	holder(s) of the Share(s) from time to time
“Share Placing”	the placing of up to 246,000,000 new Shares under the general
	mandate granted by the Shareholders at the annual general meeting
	of the Company held on 27 May 2020 under and in accordance with
	the Share Placing Agreement
“Share Placing Agreement”	the agreement entered into between the Company and the Placing
	Agent dated 24 July 2020 in respect of the Share Placing
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subscription Price”	HK$0.26 per Share at which a Grantee may subscribe for certain
	portfolio of the Shares on the exercise of an Option
“Success Health”	Success Health Global Limited, a company incorporated in the
	British Virgin Islands with limited liability and a subsidiary of the
	Company
“Takeovers Code”	the Code on Takeovers and Mergers and Share Buy-backs published
	by the SFC
“VC Global”	VC Global Investments Limited, a company incorporated in the
	British Virgin Islands with limited liability and a wholly-owned
	subsidiary of the Company
“Vast Sea”	Vast Sea, LLC, a company incorporated in the United States of
	America with limited liability
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

LETTER FROM THE BOARD

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Value Convergence Holdings Limited

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

(Stock Code: 821)

Executive Directors: Mr. Fu Yiu Man, Peter (Chairman) Mr. Tin Ka Pak, Timmy Mr. Lin Hoi Kwong, Aristo

Registered office: 6th Floor, Centre Point 181-185 Gloucester Road Wanchai Hong Kong

Independent non-executive Directors:

Mr. Wong Chung Kin, Quentin Mr. Wong Kam Choi, Kerry, MH Mr. Siu Miu Man, Simon, MH

1 September 2020

To the Shareholders,

Dear Sir or Madam,

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; (II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE; AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

References are made to the CB Placing Announcements, the Grant Announcements and the announcement of the Company dated 14 August 2020 in relation to, among other things, the CB Placing and the Grant.

The purpose of this circular is to provide you, among other things, (i) further details of the CB Placing; (ii) further details of the Grant; and (iii) a notice convening the EGM.

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

On 24 July 2020 (after trading hours), the Company entered into the CB Placing Agreement with the Placing Agent, pursuant to which the Company proposed to offer for subscription, and the Placing Agent had agreed to procure subscriptions for, the Convertible Bonds on a best effort basis on the terms and subject to the conditions set out in the CB Placing Agreement. The Placing Agent shall procure not less than six CB Placing Placees to subscribe for the Convertible Bonds in the principal amount of up to HK$52,000,000.

LETTER FROM THE BOARD

The CB Placing Agreement

Date

24 July 2020 (after trading hours)

Issuer

The Company

Placing Agent

VC Brokerage Limited, a wholly-owned subsidiary of the Company

(each a “ CB Party ” and collectively, the “ CB Parties ”)

CB Placing Commission

The Company shall pay to the Placing Agent (i) a documentary fee of HK$150,000 whether or not CB Placing Closing takes place; and (ii) provided that CB Placing Closing occurs in accordance with the CB Placing Agreement, a commission, in Hong Kong dollars, of 3% of the amount equal to the principal amount of the Convertible Bonds which the Placing Agent has successfully procured subscribers for the Convertible Bonds.

CB Placing Placees

The Placing Agent agreed to procure not less than six CB Placing Placee(s) to subscribe for the Convertible Bonds on terms and conditions set out in the CB Placing Agreement on a best effort basis. The CB Placing Placee(s) shall be any investor who is either a professional or institutional investor or other investors selected and procured by or on behalf of the Placing Agent as contemplated by the CB Placing Agreement and is independent as referred in the next paragraph below, procured by the Placing Agent to subscribe for any of the Convertible Bonds pursuant to the Placing Agent’s obligations under the CB Placing Agreement.

The Placing Agent shall and shall procure its sub-placing agent (if applicable and any) to use its reasonable endeavours to ensure that all CB Placing Placees and their ultimate beneficial owners (a) shall be independent of and not connected with the Company (and its subsidiaries), its connected person(s) and their respective associate(s); (b) shall be independent of and not be parties acting in concert with any persons, other CB Placing Placee(s) or Shareholders to the effect that any CB Placing to such CB Placing Placee(s) shall not trigger any mandatory offer obligation under Rule 26.1 of the Takeovers Code; and (c) shall be regarded as public (within the meaning as defined under Rule 8.24 of the Listing Rules).

LETTER FROM THE BOARD

Conditions precedent to the CB Placing Agreement

The CB Placing Closing is conditional upon:

(a) the Listing Committee having granted approval for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange and the approval not having been subsequently revoked or cancelled;
(b) if required, the Company having obtained the necessary consent, approval, authorisation, permission, or confirmation for the consummation of the transactions contemplated under the CB Placing Agreement from any third party to which the Company or its subsidiaries have entered into any agreement or arrangement;
(c) the CB Specific Mandate having been granted to the Board; and
(d) the Company’s representations and warranties made pursuant to the CB Placing Agreement being true and accurate and not misleading as of the date of the CB Placing Agreement and the CB Placing Closing Date.

The conditions precedent contained in (a) to (c) above cannot be waived by any CB Party. The Placing Agent may at any time unilaterally waive the condition precedent (d) above. The Company shall use all its reasonable endeavours to procure the satisfaction of the conditions precedent as set out above, but if the conditions precedent shall not have been so satisfied (or, where applicable, waived) by the CB Placing Long Stop Date or any of the force majeure event set out in the section headed “Force Majeure to the CB Placing Agreement” below shall have occurred, subject to terms in relation to failure to complete or lapse or termination of the CB Placing as set out in the CB Placing Agreement, all obligations of the Placing Agent and of the Company under the CB Placing Agreement shall cease and determine and none of the CB Parties shall have any claim against the other in relation thereto save for any antecedent breach of any obligations under the CB Placing Agreement and without prejudice to the accrued rights and liabilities of the CB Parties.

As at the Latest Practicable Date, none of the above conditions precedent have been fulfilled.

Force Majeure to the CB Placing Agreement

If at any time between the date of the CB Placing Agreement and the CB Placing Closing Date, there occurs:

(a) the introduction of any new legislations or regulation or any change in existing legislations or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company;

LETTER FROM THE BOARD

(b) the occurrence of any local, national or international event or change occurring after the date of the CB Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the CB Placing (such success being the completion of the placing of the Convertible Bonds to potential investor(s)) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the CB Placing;
(c) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the CB Placing Agreement which materially and adversely affects the success of the CB Placing (such success being the completion of the placing of the Convertible Bonds to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the CB Placing;
(d) the Company commits any material breach of or omits to observe any of its obligations or undertakings under the CB Placing Agreement; or
(e) any of the representations or warranties contained in the CB Placing Agreement was, when given or deemed to be repeated under the CB Placing Agreement, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the CB Placing,

then the Placing Agent may upon giving notice to the Company terminate the CB Placing Agreement with immediate effect. If the CB Placing Agreement shall be terminated pursuant to the abovementioned force majeure, the obligations of the Placing Agent shall cease and the Company shall not be liable to pay any commission under certain provisions of the CB Placing Agreement, and other provisions of the CB Placing Agreement (other than certain provisions as set out in the CB Placing Agreement and all other provisions necessary for the interpretation or enforcement of such provisions and without prejudice to the accrued rights and liabilities of the CB Parties) shall forthwith cease and determine and no CB Party shall, save as provided in the abovementioned force majeure, have any claim against the other CB Party for compensation, costs, damages or otherwise.

LETTER FROM THE BOARD

CB Placing Closing

Subject to the fulfilment of the conditions precedent to the CB Placing Agreement, the CB Placing Closing shall take place on the CB Placing Closing Date.

CB Specific Mandate

The Conversion Shares will be allotted and issued pursuant to the CB Specific Mandate which is subject to Shareholders’ approval at the EGM.

Principal terms of the Convertible Bonds

Set out below are the principal terms of the Convertible Bonds:

The Company

Issuer: The Company Principal amount: Up to HK$52,000,000 Maturity date: The date which falls on the third anniversary of the First Issue Date (the “ Maturity Date ”).

Interest:

The Convertible Bonds shall not bear any interest whatsoever.

Conversion Price:

HK$0.2 per Conversion Share, subject to adjustment(s) upon occurrence of certain events as summarised in the paragraph headed “Adjustments to the Conversion Price” below.

The initial Conversion Price of HK$0.2 per Conversion Share represents:

(i) a discount of approximately 4.31% to the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the date of the CB Placing Agreement;
(ii) a discount of approximately 4.76% to the average of the closing prices for the five consecutive trading days immediately prior to the date of the CB Placing Agreement as quoted on the Stock Exchange of HK$0.210 per Share;
(iii) a discount of approximately 62.26% to the audited consolidated net asset value of approximately HK$0.53 per Share as at 31 December 2019 (based on the audited consolidated statement of financial position of the Company as at 31 December 2019 and the number of Shares in issue as at the Latest Practicable Date); and

LETTER FROM THE BOARD

(iv) a discount of approximately 52.38% to the closing price of HK$0.42 per Share quoted on the Stock Exchange on the Latest Practicable Date.

The net Conversion Price, after deduction of relevant expenses, is approximately HK$0.193 per Conversion Share.

The initial Conversion Price was arrived at after arm’s length negotiation between the CB Parties with reference to, among others, the prevailing market performance of the Shares.

In light of (i) the Conversion Price has only a slight discount on the benchmarked price of the Company on the date of the CB Placing Agreement; (ii) the daily closing price of the Shares for the year immediately prior to the date of the CB Placing Agreement as quoted on the Stock Exchange was in a decreasing trend from HK$0.71 to HK$0.218; and (iii) the average daily closing price of the Shares for the two months immediately prior to the date of the CB Placing Agreement as quoted on the Stock Exchange was HK$0.238, the Company is of the view that it is reasonable to set the initial Conversion Price at HK$0.2 per Conversion Share.

Adjustments to the Conversion Price:

The Conversion Price shall from time to time be subject to adjustment in accordance with this paragraph if, whilst any of the Convertible Bonds remains outstanding, any of the following events or circumstances in relation to the Shares shall occur:

(i) if and whenever there shall be an alteration to the value of the Shares as a result of consolidation or subdivision, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such alteration by the following fraction:

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where

A is the value of one Share immediately after such alteration; and

B is the value of one Share immediately before such alteration.

LETTER FROM THE BOARD

Such adjustment shall become effective from the day on which such consolidation or subdivision becomes effective.

(ii) if and whenever the Company shall issue any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves (including any share premium account and/or capital redemption reserve), other than Shares issued in lieu of the whole or a part of a cash dividend and other than an issue that would amount to capital distribution (as defined in the CB Instrument), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before such issue by the following fraction:

A B

where

A is the aggregate amount of the issued Shares immediately before such issue; and

B is the aggregate amount of the issued Shares immediately after such issue.

Such adjustment shall become effective from the day of such issue of Shares.

(iii) if and whenever the Company shall pay or make any capital distribution (as defined in the CB Instrument) to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such capital distribution (as defined in the CB Instrument) by the following fraction:

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where

A is the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date on which the capital distribution (as defined in the CB Instrument) is made; and

LETTER FROM THE BOARD

B is the fair market value on the date of such capital distribution (as defined in the CB Instrument), as determined in good faith by the independent accountant or financial advisor acting as an expert, of the portion of the capital distribution (as defined in the CB Instrument) which is attributable to one Share.

Such adjustment shall become effective on the date that such capital distribution (as defined in the CB Instrument) is actually made.

(iv) if and whenever the Company shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class, by way of rights, any options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date on which such issue or grant to Shareholders is made, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

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where

A is the number of Shares in issue immediately before such grant or issue;

B is the number of Shares which the aggregate amount (if any) payable for the rights, or for the options or warrants or other rights issued by way of rights, and for the total number of Shares comprised therein would purchase at such fair market value per Share; and

C is the aggregate number of Shares issued or, as the case may be, comprised in the grant.

Such adjustment shall become effective on the date of the issue of such Shares or issue or grant of such options, warrants or other rights (as the case may be).

LETTER FROM THE BOARD

(v) if and whenever the Company shall: (a) issue any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares) to all or substantially all Shareholders as a class by way of rights; or (b) grant to all or substantially all Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue, grant or offer by the following fraction:

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where

B is the fair market value on the date of such grant is made as determined in good faith by the independent accountant or financial advisor acting as an expert, of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of the issue of the securities or grant of such rights, options or warrants (as the case may be).

LETTER FROM THE BOARD

(vi) if and whenever the Company shall wholly for cash: (a) issue (otherwise than as mentioned in sub-paragraph (iv) above) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares); or (b) issues or grants (otherwise than as mentioned in sub-paragraph (iv) above) options, warrants or other rights to subscribe for or purchase Shares, in each case at a price per Share which is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

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where

A is the number of Shares in issue immediately before the issue of such additional Shares;

B is the number of Shares which the aggregate consideration receivable for the issue of such additional Shares would purchase at such fair market value per Share; and

C is the number of Shares in issue immediately after the issue of such additional Shares.

References to additional Shares in the above formula shall, in the case of an issue or grant by the Company of options, warrants or other rights to subscribe or purchase Shares, mean such Shares to be issued assuming that such options, warrants or other rights are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

Such adjustment shall become effective on the date of the issue of such Shares or, as the case may be, the issue or grant of such options, warrants or other rights.

LETTER FROM THE BOARD

(vii) save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this sub-paragraph (vii), if and whenever the Company or any subsidiary of the Company (otherwise than as mentioned in sub-paragraphs (iv), (v) or (vi) above), or (at the direction or request of or pursuant to any arrangements with the Company or any subsidiary of the Company) any other company, person or entity, shall issue wholly for cash any securities (other than the Convertible Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription, at a consideration per Share which is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of the issue of such securities, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

==> picture [44 x 22] intentionally omitted <==

where

A is the number of Shares in issue immediately before such issue;

B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued upon conversion or exchange of or upon exercise of the right of subscription attached to such securities would purchase at such fair market value per Share; and

C is the maximum number of Shares to be issued upon conversion into or exchange of such securities or upon the exercise of such rights of subscription attached thereto at the initial conversion, exchange or subscription price or rate.

LETTER FROM THE BOARD

Such adjustment shall become effective on the date of the issue of such securities.

(viii) if and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such securities as are mentioned in sub-paragraph (vii) above (other than in accordance with the terms applicable to such securities) so that the consideration per Share receivable by the Company is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

==> picture [44 x 22] intentionally omitted <==

where

A is the number of Shares in issue immediately before such modification;

B is the number of Shares which the aggregate consideration receivable by the Company for the Shares to be issued upon conversion or exchange, or upon exercise of the right of subscription attached to the securities so modified, would purchase at such fair market value per Share or, if lower, the existing conversion, exchange or subscription price; and

C is the maximum number of Shares to be issued upon conversion or exchange of such securities or upon the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate,

but giving credit in such manner as the independent accountant or financial advisor (whom the Company undertakes to engage for the purpose of this sub-paragraph) shall, acting as an expert, consider appropriate (if at all) for any adjustment under this sub-paragraph (viii).

LETTER FROM THE BOARD

Such adjustment shall become effective on the date of such modification of the rights of conversion, exchange or subscription attaching to such securities.

(ix) if and whenever the Company or any subsidiary of the Company or (at the direction or request of or pursuant to any arrangements with the Company or any subsidiary of the Company) any other company, person or entity issues, sells or distributes any securities in connection with an offer pursuant to which Shareholders generally (meaning for these purposes the holders of at least 60% of the Shares outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under sub-paragraphs (iv) to (vii) above), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

A – B A

where

B is the fair market value on the date of such issue, as determined in good faith by the independent accountant or financial advisor, of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the date of issue of the securities.

In case where any adjustment(s) is made, the Company will publish relevant announcement(s) according to the Listing Rules as and when appropriate.

LETTER FROM THE BOARD

Conversion Shares:

In the case of the Conversion Rights having been exercised in full, a maximum of 260,000,000 new Shares to be allotted and issued by the Company, representing:

(i) approximately 17.60% of the aggregate number of the issued Share as at the Latest Practicable Date; and
(ii) approximately 14.97% of the aggregate number of issued Shares as enlarged by the issue of 260,000,000 Conversion Shares (assuming there is no other change in the issued share capital of the Company between the Latest Practicable Date and the full conversion of the Convertible Bonds).

Conversion period:

The period commencing from the First Issue Date and ending on the date which falls on the fifth Business Day before the Maturity Date, both days inclusive, provided that if the Company fails to redeem the Convertible Bonds on the date of redemption in accordance with the terms of the CB Instrument the period shall continue until redemption in full occurs (the “ Conversion Period ”).

Conversion rights:

Each Bondholder shall have the right, exercisable during the Conversion Period in the manner provided in the CB Instrument, to convert the whole or any part (subject to the CB Instrument, in multiples of HK$500,000) of the outstanding principal amount of the Convertible Bonds held by such Bondholder into such number of Shares as will be determined by dividing the principal amount of the Convertible Bonds to be converted by the Conversion Price in effect on the Conversion Date.

Conversion restrictions:

A Bondholder shall not exercise any Conversion Rights if, as a result of such exercise, it will cause the public float of the Company to be unable to meet the relevant requirements under the Listing Rules.

A Bondholder shall not exercise any Conversion Rights, and the Company shall not be required to issue any Conversion Shares, if, as a result of the relevant exercise of the Conversion Rights, the Bondholder and/or parties acting in concert with it would be required to make a mandatory general offer under Rule 26 of the Takeovers Code for the Shares held by the Company’s other Shareholders (collectively, the “ Conversion Restrictions ”).

LETTER FROM THE BOARD

Redemption at maturity:

Redemption on default:

Ranking:

Transferability:

All Convertible Bonds which have not been redeemed or converted in accordance with the terms and conditions contained in the CB Instrument by the Maturity Date, shall be redeemed by the Company on the Maturity Date at a redemption amount equal to 100% of the principal amount of such Convertible Bonds.
If any of the events (“ Events of Default ”) specified in the CB Instrument occur, the Company shall forthwith give notice thereof to the Bondholders and each Bondholder may (without prejudice to any other rights and remedies available to the Bondholders), at its option, opt to convert their Convertible Bonds in its entirety or, alternatively, give a notice for redemption to the Company in respect of part or all of the Convertible Bonds held by it, whereupon such Convertible Bonds shall become immediately due and payable at a redemption amount equal to 100% of the principal amount of such Convertible Bonds. For avoidance of any doubt, there shall not be any redemption by any Bondholders prior to the Maturity Date unless an Event of Default occurs.

Subject to the CB Instrument, the Shares issued upon exercise of Conversion Rights shall rank pari passu in all respects with all other existing Shares outstanding at the Conversion Date and all Conversion Shares shall include rights to participate in all dividends and other distributions the record date of which falls on or after the Conversion Date.

Subject to compliance with the Listing Rules and regulatory requirements, the Convertible Bonds may (subject to the CB Instrument) be transferred to any person provided that where the Convertible Bond(s) is/are intended to be transferred to a connected person (other than the associates of the Bondholder), such transfer shall comply with the requirements under the Listing Rules and/or requirements imposed by the Stock Exchange, if any.

Any transfer of the Convertible Bonds shall be in respect of the whole or any part (subject to the CB Instrument, in multiples of HK$500,000) of the outstanding principal amount of the Convertible Bonds.

LETTER FROM THE BOARD

Status:

The obligations of the Company arising under the Convertible Bonds constitute general, unsecured and unsubordinated obligations of the Company and rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Company except for obligations accorded preference by mandatory provisions of applicable law.

Application for listing:

No application shall be made to the Stock Exchange for the listing of the Convertible Bonds. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

Reasons for the CB Placing and use of proceeds

The Group is an established financial services group committed to delivering premier financial services and products that fulfil 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.

Assuming all the Convertible Bonds are successfully placed by the Placing Agent, the gross proceeds from the CB Placing will be approximately HK$52,000,000 and the Company intends to use the net proceeds of approximately HK$50,200,000 from the CB Placing for (i) general working capital as to approximately HK$35,200,000, among which as to approximately HK$11,200,000 will be used for provision of margin loan and approximately HK$24,000,000 will be used for money lending business of the Group; and (ii) possible business development in relation to the JV Agreement and the License Agreement as to approximately HK$15,000,000. It is expected that the proceeds from the CB Placing in relation to general working capital will be utilised by December 2020.

For avoidance of any doubt, the CB Placing Agreement is not inter-conditional with (i) the Share Placing Agreement; and (ii) the entering into the JV Agreement and License Agreement as announced by the Company in the CB Placing Announcement.

As disclosed in the Company’s annual report for the year ended 31 December 2019, the Group’s business strategies are to enlarge the Group’s revenue base through fostering its core businesses, and tap into new emerging markets with expanded business initiatives. In light of the current Hong Kong’s economy and business environment, the Share Placing and the CB Placing will therefore enhance the Group’s flexibility in dealing with economic, political and epidemic uncertainties.

LETTER FROM THE BOARD

The Group’s bank balances and cash was approximately HK$67 million as at the date of the CB Placing Agreement. Certain subsidiaries of the Company are corporations licensed to carry out regulated activities under the SFO, which are required to comply with the liquid capital requirements under the Securities and Futures (Financial Resources) Rules. After deducting the required liquid capital mentioned above and other financial resources for daily operation such as settlement deposit for clearing of the brokerage business of the Group, the available liquid cash of the Group is only approximately HK$20 million as at the date of the CB Placing Agreement.

Given that the Convertible Bond is interest free, the Directors considered that it is necessary to issue the Convertible Bonds, as it can raise additional fund without significant finance cost for the Group’s business including the provision of margin loan and money lending business, as well as for the possible business development in relation to the JV Agreement and the License Agreement.

The Company has explored various fund raising methods by way of debt financing and equity financing, including rights issue, open offer or placing of Shares, and considered that raising funds by placing of Convertible Bonds is justifiable taking into account of the current market situations. Since the Convertible Bonds can be converted during the three-year period after the First Issue Date, the Directors are of the view that the Placing will not have an immediate dilution effect on the shareholding of the existing Shareholders at the moment.

The Directors has also considered the Share Placing as announced in the CB Placing Announcement, and believe that raising further funds by way of issuing new Shares immediately after the Share Placing will cause a larger dilution impact to the shareholding of the existing Shareholders.

Comparing to the rights issue and open offer, the timetable for the placing of Convertible Bonds is expected to be shorter, as no time is needed for preparing the prospectus documents. Also, the Convertible Bonds do not bear any interest according to the CB Instrument. The Directors are in the opinion that the CB Placing will be completed within a relatively shorter time frame at a lower cost when compared to other fund raising methods without any interest burden.

The Company is aware that any fund raising activities by way of issuing securities of the Company will cause potential dilution impact to the shareholding of the existing Shareholders. The Directors consider that issuing the Convertible Bonds after the Share Placing will have less potential dilution impact and will be in the interests of the Company and the Shareholders as a whole, taking into consideration that (i) the dilution effect will only be caused after conversion of the Convertible Bonds, and no dilution effect will be caused if none of the Convertible Bonds was converted in accordance with the CB Instrument; (ii) the Shareholders are given the opportunity to express their views on the terms of the CB Placing Agreement and the Convertible Bonds through their votes at the EGM; (iii) the current financial position of the Group as mentioned above; and (iv) the genuine funding needs of the Company.

In light of the above, the Directors are of the view that the CB Placing Agreement is entered into upon normal commercial terms following arm’s length negotiation between the CB Parties and the terms of the CB Placing Agreement (including the Conversion Price and placing commission) are fair and reasonable and that the CB Placing are in the interests of the Company and the Shareholders as a whole.

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has no plan or intention for any equity fund raising activities in the next twelve months, and the Directors are not aware of any contemplated acquisitions, disposals or other matters during the Conversion Period that may have a material impact on the Company which is necessary for the Shareholders and the public to appraise the position of the Company. The Company may, based on its business development needs or situations, to consider equity fund raising activities, acquisitions, disposals or other matters in the future.

(II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE

The Board is pleased to announce that on 30 July 2020 (after trading hours), the Company entered into the Option Agreement with the Grantees, pursuant to which the Company intends to grant the Options to the Grantees, and the Grantees are desirous of accepting such grant. In case the Grantees shall exercise the Options in entirety, the Company shall issue and allot 108,000,000 new Shares at the Subscription Price of HK$0.26 per Option Share (subject to adjustments). The Options shall be granted to the Grantees at a nominal consideration of HK$1 in three equal tranches, and the Options to be granted to a Grantee in any tranche will entitle the Grantee to, upon exercising such Options, to subscribe up to 12,000,000 new Shares at the Subscription Price.

The Option Agreement

The principal terms of the Option Agreement are summarised as follows:

Date: 30 July 2020 (after trading hours) Parties: (i) the Company, as grantor; and (ii) LAI, Norman Zhennan (“ Dr. Lai ”), WANG, Ying (“ Ms. Wang ”) and WEI, Dahang (“ Mr. Wei ”), as the Grantees.

(each an “ Option Party ” and collectively, the “ Option Parties ”)

The Grant

The Company shall, subject to the satisfaction and/or fulfilment of the conditions precedent set out in the section headed “Conditions Precedent” below, grant to each of the Grantees such Options the exercising of which by each Grantees shall entitle him or her to subscribe up to 36,000,000 new Shares at the Subscription Price.

In case the Grantees shall exercise the Options in entirety, the Company shall issue and allot 108,000,000 new Shares. The Options shall be granted to the Grantees in three equal tranches, namely, on the first Offer Date, the first anniversary of the first Offer Date (which shall be the second Offer Date) and the second anniversary of the first Offer Date (which shall be the third Offer Date), respectively. Hence, the Options to be granted to a Grantee in any tranche will entitle the Grantee to, upon exercising such Options, to subscribe up to 12,000,000 new Shares at the Subscription Price.

LETTER FROM THE BOARD

The relevant consideration for the granting of the Options is in the nominal sum of HK$1. Such nominal consideration shall in no circumstances be refundable.

The Option Shares

In case the Grantees shall exercise the Options in entirety, the aggregate of 108,000,000 Option Shares represent:

(i) approximately 7.31% of the aggregate number of the issued Share as at the Latest Practicable Date; and
(ii) approximately 6.81% of the aggregate number of issued Shares as enlarged by the issue of the 108,000,000 Option Shares (assuming there is no other change in the issued share capital of the Company between the Latest Practicable Date and the full exercise of the Options).

The Subscription Price

The Subscription Price of HK$0.26 represents:

(i) a premium of approximately 9.70% to the closing price of HK$0.2370 per Share as quoted on the Stock Exchange on the date of the Option Agreement;
(ii) a premium of approximately 10.83% to the average of the closing prices for the five consecutive trading days immediately prior to the date of the Option Agreement as quoted on the Stock Exchange of HK$0.2346 per Share; and
(iii) a discount of approximately 38.10% to the closing price of HK$0.42 per Share quoted on the Stock Exchange on the Latest Practicable Date.

The net Subscription Price, after deduction of relevant expenses, is approximately HK$0.259 per Subscription Share.

The Subscription Price was arrived at after arm’s length negotiation between the Option Parties with reference to, among others, the prevailing market performance of the Shares.

The Option Period

The Option Period of and/or with respect to the Options to be granted on the first Offer Date shall commence on the first Offer Date and expire on the date falling immediately prior to the first anniversary of the first Offer Date. The Option Period of and/or with respect to the Options to be granted on the second Offer Date shall commence on the second Offer Date and expire on the date falling immediately prior to the second anniversary of the first Offer Date. Likewise, the Option Period of and with respect to the Options to be granted on the third Offer Date shall commence on the second anniversary of the first Offer Date and expire on the date falling immediately prior to the third anniversary of the first Offer Date.

LETTER FROM THE BOARD

Exercising of Options

An Option may be exercised in whole or in part in the manner as set out in the Option Agreement by the Grantee (or, as the case may be, his or her legal personal representative(s)) at any time during the Option Period.

Conditions Precedent

The Grant shall take effect upon satisfaction of the following conditions precedent:

(a) the Company having complied with all requirements under the Listing Rules on and with respect to the transactions contemplated under the Option Agreement and the Grant;
(b) the Shareholders having approved at the EGM the adoption of the Grant and the granting of Options to the Grantees; and
(c) the Listing Committee of the Exchange granting the listing of, and permission to deal in, the new Shares falling to be issued pursuant to the exercise of Option under the Grant.

None of the abovementioned conditions precedent can be waived, and the Grant shall not be granted until all the abovementioned conditions precedent have been satisfied and fulfilled. The Grant Date shall fall on the Business Day immediately after the satisfaction or fulfilment of the abovementioned conditions precedent.

Lapse of Option

In case any Grantee fails to exercise the Options or any part thereof granted on the first Offer Date, such Options shall lapse forthwith upon expiration of the corresponding Option Period (which expiration shall take place on the date falling immediately prior to the first anniversary of the first Offer Date). Likewise, in case any Grantee fails to exercise the Options or any part thereof granted on the second Offer Date or the third Offer Date, such Options shall lapse forthwith upon expiration of the corresponding Option Period (which expiration shall take place on the date falling immediately prior to the second anniversary of the first Offer Date, or on the date falling immediately prior to the third anniversary of the first Offer Date, whichever shall be appropriate). No Options may be exercised by any Grantee after expiration of the corresponding Option Period.

An Option shall lapse automatically and not be exercisable (to the extent not already exercised) on the earliest of:

(a) the expiry of the relevant Option Period as stipulated in provisions in relation to purpose, duration and administration as set out in the Option Agreement;
(b) the expiry of any of the periods referred to provisions in relation to exercise of options as set out in the Option Agreement;

LETTER FROM THE BOARD

(c) the date on which the Consultancy Agreements or any one or more of them executed between Success Health and the Grantees expire(s), terminate(s) or otherwise cease(s) to be valid or effective;
(d) any Grantee ceases to be consultant of Success Health;
(e) termination of the Option Agreement and/or the operation of the Grant in accordance with the provisions in relation to termination as set out in the Option Agreement; and
(f) if the Board at its absolute discretion determine that any one or more Grantee(s) has committed any breach of any contract entered into between the Grantee on the one part and any member of the Group on the other part or that the Grantee has become bankrupt or insolvent or is subject to any winding-up, liquidation or analogous proceedings or has made any arrangement or composition with his or her or its creditors generally, the Directors shall determine that the outstanding Options granted to the Grantee (whether exercisable or not) shall lapse and in such event, his or her or its Options will lapse automatically and will not in any event be exercisable on or after the date on which the Directors have so determined.

Termination

The Company may at any time terminate the Option Agreement and/or the operation of the Grant and in such event no further Option will be offered but the provisions of the Grant shall remain in full force and effect to the extent necessary to give effect to the exercise of the Options (to the extent not already exercised) granted prior to the termination or otherwise as may be required in accordance with the provision of the Grant. Options (to the extent not already exercised) granted prior to such termination shall continue to be valid and exercisable in accordance with the Grant.

Effects of alterations of capital structure

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalisation issue, rights issue, sub-division or consolidation of Shares or reduction of share capital of the Company (other than an issue of Shares as consideration in respect of a transaction to which the Company is a party), such corresponding alterations (if any) shall be made in:

(a) the number of Shares subject to the Option so far as unexercised; and/or
(b) the Subscription Price; and/or
(c) the method of exercise of the Option; and/or

LETTER FROM THE BOARD

(d) the maximum number of Shares referred to in the Option Agreement,

as the Company’s independent financial adviser or auditors shall certify in writing to the Board to be in their opinion appropriate, fair and reasonable, provided that any alteration shall be made on the basis that the proportion of the issued share capital of the Company to which a Grantee is entitled after such alteration shall remain the same as that to which he or she or it was entitled before such alteration and that the aggregate Subscription Price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same (but shall not be greater than) as it was before such event, but so that no such adjustment will be required in circumstances where there is an issue of Shares or other securities of the Group as consideration in a transaction.

Ranking of the Option Shares

The Shares to be allotted and issued upon the exercise of an Option will rank pari passu in all respects with the fully paid Shares in issue on the date of allotment of the Shares (on exercise of the Option) (the “ Allotment Date ”) and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the Allotment Date other than any dividend or other distribution previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the Allotment Date.

Transferability

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any third party over or in relation to any Option.

Rights on liquidation

In the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall on the same date or as soon as possible after it despatches such notice to each member of the Company give notice thereof to all Grantees (together with a notice of the existence of the provisions of this paragraph) and thereupon, each Grantee (or where permitted his or her legal personal representative(s) shall be entitled to exercise all or any of his or her or its Options (to the extent which has become exercisable and not already exercised) at any time not later than two Business Days prior to the proposed general meeting of the Company by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid, which Shares shall rank pari passu with all other Shares in issue on the date prior to the passing of the resolution to wind-up the Company to participate in the distribution of assets of the Company available in liquidation.

LETTER FROM THE BOARD

Application of Listing

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Option Shares. The Company will not apply to the Stock Exchange for the listing of, and permission to deal in, the Option.

Option Specific Mandate

The Option Shares will be allotted and issued pursuant to the Option Specific Mandate which is subject to Shareholders’ approval at the EGM.

Information on the Grantees

Reference is made to the announcement of the Company dated 24 July 2020 in relation to, inter alia, entering into the JV Agreement and the License Agreement. On 17 July 2020 (after trading hours), VC Global, a wholly-owned subsidiary of the Company, entered into the JV Agreement with Vast Sea and Success Health, pursuant to which VC Global and Vast Sea have agreed to establish a joint venture vehicle, being Success Health, to carry on and conduct the business of the healthcare products.

The Grantees are members of Vast Sea. Dr. Lai is the founder and chief scientist, Ms. Wang is the chief strategist and Co-CEO and Mr. Wei is the Co-CEO of Vast Sea. Background of the Grantees are set out as below.

Dr. Lai, being a multiple patent holder and pharmaceutical research pioneer, has held various positions in the US National Institute of Health, Uppsala University, Japan Precision System Technology in the past decade. Currently, Dr. Lai serves in Rafagen and ibex Bioscience as the vice chairman of the scientific advisory board and chief technology offer respectively. Dr. Lai is also the co-founder of a number of biotechnology companies in the United States of America, such as Advance Medigene, Inc and Vast Sea. In 2020, Dr. Lai co-published an article outlaying successful research with potential treatment of autoimmune diseases on Nature, on the most reputable and highly regarded journals across multiple disciplines of science.

Ms. Wang is co-founder of Vast Sea and co-patent holder with Dr. Lai. She has been active in international investment, merger and acquisition and educational exchange projects. Currently, she is the chief strategist and Co-CEO of Vast Sea.

Mr. Wei is co-founder of Vast Sea and co-patent holder with Dr. Lai. He has worked in media industry for many years. His representative production and distribution works cover documentaries, TV programs and films. Mr. Wei is the founder of American Chinese Media, Inc. and a partner in Advance MediGene, Inc. He is Co-CEO of Vast Sea.

LETTER FROM THE BOARD

Pursuant to the JV agreement, Vast Sea is entitled to appoint directors in Success Health. The board of directors of Success Health should consist of not less than seven persons, and three of which are to be appointed by Vast Sea. It is possible that the Grantees, being the three out of four ultimate beneficial owners of Vast Sea, may be appointed as directors of Success Health.

As at the Latest Practicable Date, other than the Consultancy Agreements and the abovementioned, the Company has not entered, or contemplated to enter, into other arrangements, agreements or understanding (whether formal or informal and whether express or implied) with the Grantees.

Reasons for and benefits of the Grant and use of proceeds

Upon full exercise of the Options, the maximum gross proceeds and net proceeds (after deducting relevant costs and expenses) expected to be received from the Grantees will be approximately HK$28.1 million and approximately HK$28.0 million respectively. The Company intends to apply the net proceeds for general working capital of the Group or possible investment in the future when opportunities arise.

Pursuant to the Option Agreement, the Options shall be granted to the Grantees in three equal tranches during the Option Period. The Company is of the view that the possibility of the Options being exercised by the Grantees depends on a number of factors, and its timing may span over a period of up to 3 years.

As at the Latest Practicable Date, the Company has not yet identified any target investments and it is uncertain whether it would result in a new business or not. As disclosed in the annual report of the Company for the year ended 31 December 2019, one of the business strategies of the Company is to tap into new emerging markets with expanded business initiatives and explore business opportunities in the People’s Republic of China. The Company will make further announcement(s) as and when appropriate according to the Listing Rules requirements.

If there is no specific investment target identified or no new business to be conducted, it is expected that approximately one third of the net proceeds of approximately HK$9.3 million shall be used for provision of margin loans and approximately two thirds of the net proceeds of approximately HK$18.7 million shall be used for the money lending business of the Group.

In view of the experience and background of the Grantees and the possible contribution of the Grantees to the business development of Success Health pursuant to the Consultancy Agreements, the Company considers the Options shall further incentivise the Grantees to achieve the business growth of Success Health. In addition, exercise of the Options by the Grantees will provide further working capital for the Group in the future.

LETTER FROM THE BOARD

In light of the above and given the Subscription Price represents a premium to the closing price of the Share on the date of the Option Agreement and the insignificant dilution effect in terms of the number of Option Shares to the total issued Shares, the Directors consider that the Option Agreement is entered into upon normal commercial terms following arm’s length negotiation between the Option Parties, the terms of the Option Agreement (including the Subscription Price) are fair and reasonable and that the Grant are in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Directors are not aware of any contemplated acquisitions, disposals or other matters during the Option Period that may have a material impact on the Company which is necessary for the Shareholders and the public to appraise the position of the Company. The Company may, based on its business development needs or situations, to consider acquisitions, disposals or other matters in the future.

Listing rules implications

The Options are not granted under the share option scheme of the Company adopted under Chapter 17 of the Listing Rules. According to Rule 13.36(7) of Listing Rules, the Company may not issue the Options pursuant to general mandate. A resolution will be proposed at the EGM to give the Directors a specific mandate to grant the Options and allot and issue the Option Shares pursuant to the exercise of the Options.

Pursuant to Rule 15.02(1) of the Listing Rules, the Option Shares to be issued on exercise of the Options must not, when aggregated with all other equity securities which remain to be issued on exercise of any other subscription rights, if all such rights were immediately exercised, whether or not such exercise is permissible, exceed 20% of the issued shares of the Company at the time the Options are issued. The options granted under share option scheme which comply with Chapter 17 of the Listing Rules are excluded for the purpose of such limit.

LETTER FROM THE BOARD

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Date of			Intended use of	Actual use of
announcements	Fund raising activity	Net proceeds	the net proceeds	the net proceeds
30 March 2020 and	Placing of new Shares	Approximately	Development of the e-commerce	The placing agreement was
28 April 2020	under general mandate	HK$67.4 million	business or general working capital	lapsed as announced by
			of the Group or possible investment	the Company on 28 April
				2020.
24 July 2020 and	Placing of new Shares	Approximately	For (i) general working capital as to	The placing has been
29 July 2020	under general mandate	HK$48,200,000	approximately HK$33,200,000,	completed on 25 August
			among which as to approximately	2020.
			HK$10,000,000 will be used for
			operating expenses including but
			not limited to rental and salary
			expenses, approximately
			HK$11,200,000 will be used for
			provision of margin loan and
			approximately HK$12,000,000
			will be used for the money lending
			business of the Group; and (ii)
			possible business development in
			relation to the JV Agreement and
			the License Agreement as to
			approximately HK$15,000,000.

Save as disclosed above, the Company has not conducted any equity fund raising activities in the 12 months prior to the Latest Practicable Date.

SHAREHOLDING STRUCTURE

The table below illustrates the shareholding structure of the Company (i) as at the Latest Practicable Date (after the completion of Share Placing took place as announced on 25 August 2020); (ii) immediately upon full conversion of the outstanding convertible bonds of the Company; (iii) immediately upon full exercise of the outstanding share options of the Company; (iv) immediately upon full conversion of the Convertible Bonds after the CB Placing Closing (assuming the Convertible Bonds are placed in full); (v) immediately upon the allotment and issue of the Option Shares in full; and (vi) immediately upon full conversion of the outstanding convertible bonds of the Company, full exercise of the outstanding share options of the Company, full conversion of the Convertible Bonds after the CB Placing Closing and upon the allotment and issue of the Option Shares in full (assuming the Convertible Bonds are placed in full and there is no other change in the issued share capital of the Company from the Latest Practicable Date and up to the date of full conversion of the Convertible Bonds and the full exercise of the Options):

LETTER FROM THE BOARD

change in the issued share capital of	the Company from the Latest	Practicable Date and up to	the date of full conversion of the	Convertible Bonds and the full	exercise of the Options)	No. of Shares Approx.		1,928,000 0.10%	15,184,000 0.76%	7,700,000 0.38%	15,640,000 0.78%	1,428,000 0.07%	1,428,000 0.07%		370,372,000 18.46%	13,846,153 0.69%	102,460,000 5.11%	260,000,000 12.96%	108,000,000 5.38%	1,108,399,598 55.24%	2,006,385,751 100.00%
			(v) Immediately upon	the allotment and issue of	the Option Shares in full	No. of Shares Approx.		500,000 0.03%	– –	– –	– –	– –	– –		368,352,000 23.24%	– –	– –	– –	108,000,000 6.81%	1,108,399,598 69.92%	1,585,251,598 100.00%
(iv) Immediately upon	full conversion of the	Convertible Bonds after the	CB Placing Closing (assuming	the Convertible Bonds are	placed in full)	No. of Shares Approx.		500,000 0.03%	– –	– –	– –	– –	– –		368,352,000 21.20%	– –	– –	260,000,000 14.97%	– –	1,108,399,598 63.80%	1,737,251,598 100.00%
		(iii) Immediately upon	full exercise of the	outstanding share options of	the Company (Note 1)	No. of Shares Approx.		1,928,000 0.12%	15,184,000 0.93%	7,700,000 0.47%	15,640,000 0.96%	1,428,000 0.09%	1,428,000 0.09%		370,372,000 22.80%	– –	102,460,000 6.31%	– –	– –	1,108,399,598 68.23%	1,624,539,598 100.00%
		(ii) Immediately upon	full conversion of the	outstanding convertible bonds	of the Company	No. of Shares Approx.		500,000 0.03%	– –	– –	– –	– –	– –		368,352,000 24.70%	13,846,153 0.93%	– –	– –	– –	1,108,399,598 74.34%	1,491,097,751 100.00%
(i) As at the	Latest Practicable Date	(after the completion of	Share Placing took place	as announced on	25 August 2020)	No. of Shares Approx.		500,000 0.03%	– –	– –	– –	– –	– –		368,352,000 24.94%	– –	– –	– –	– –	1,108,399,598 75.03%	1,477,251,598 100.00%
							Directors	Mr. Wong Chung Kin, Quentin_(Note 2)_	Fu Yiu Man, Peter_(Note 3)_	Tin Ka Pak, Timmy_(Note 3)_	Lin Hoi Kwong, Aristo_(Note 3)_	Wong Kam Choi, Kerry,MH (Note 3)	Siu Miu Man, Simon,MH (Note 3)	Substantial Shareholder	Mr. Chung Chi Shing, Eric_(Note 4)_	The convertible bondholders of the Company_(Note 5)_	The optionholders of the Company (other than the Directors)	The CB Placing Placees_(Note 6 & Note 7)_	The Grantees	Public Shareholders	Total

LETTER FROM THE BOARD

Notes:

These share options were granted by the Company under the share option scheme of the Company adopted on 8 June 2009 and 14 June 2018 (the “ Share Option Scheme ”).
As at the Latest Practicable Date, Mr. Wong Chung Kin, Quentin is beneficially interested 500,000 Shares, and a total of 1,428,000 share options granted by the Company under the Share Option Scheme on 24 January 2018 and 27 July 2020.
These represent the share options granted to the Directors by the Company under the Share Option Scheme on 24 January 2018 and 27 July 2020.
As at the Latest Practicable Date, 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. Mr. Chung is also beneficially interested in a total of 2,020,000 share options granted by the Company under the Share Option Scheme on 24 January 2018 and 27 July 2020.
The 3-year 2% unsecured convertible bonds issued by the Company on 8 June 2018 with subscription price of HK$1.30 per convertible share.
According to the form of placing letter as set out in the CB Placing Agreement, the CB Placing Placees should confirm that they shall not become a substantial shareholder (as defined in the Listing Rules) of the Company upon the CB Placing Closing. As such, it is expected that none of the CB Placing Placees will become the substantial shareholder (as defined in the Listing Rules) of the Company immediately upon the full conversion of the Convertible Bonds upon the CB Placing Closing.
The above information is for illustration purpose only. Conversion of the Convertible Bonds is limited by the Conversion Restrictions, according to which no Bondholder may convert the Convertible Bonds to an extent which would trigger the mandatory offer obligation under the Takeovers Code. Therefore, the Bondholders will not be able to convert the Convertible Bonds to an extent which causes its voting right in the Company to exceed 30%.

Shareholders and potential investors of the Company should note that the CB Placing Closing and the completion of the Option Agreement are subject to the fulfilment of the conditions precedent under the CB Placing Agreement and the Option Agreement. As the CB Placing and the Grant may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.

LETTER FROM THE BOARD

THE EGM

The EGM will be held at 7th Floor, Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong, on Thursday, 17 September 2020 at 11:00 a.m. for the Shareholders to consider and, if thought fit, to approve (i) the CB Placing Agreement and the transaction contemplated thereunder, including issue of the Convertible Bonds, allotment and issue of the Conversion Shares, and grant of the CB Specific Mandate; and (ii) the Option Agreement and the transaction contemplated thereunder and the Option Specific Mandate. The resolutions approving the CB Placing Agreement and the Option Agreement will be conducted by way of a poll at the EGM and an announcement on the results of the EGM will be made by the Company after the EGM.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder has a material interest in the CB Placing Agreement and the transactions contemplated thereunder and the Option Agreement and the transaction contemplated thereunder, and is required to abstain from voting at the EGM in respect of the resolutions approving the CB Placing and the Grant.

A notice of EGM is set out on pages EGM-1 to EGM-3 of this circular.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend and/or vote at the EGM, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s share registrar and transfer office, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case maybe) should you so wish. In such event, the form of proxy shall be deemed to be revoked.

RECOMMENDATION

The Board considers that the terms of (i) the CB Placing Agreement and the transactions contemplated thereunder; and (ii) the Option Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to approve (i) the CB Placing Agreement and the transactions contemplated thereunder, including issue of the Convertible Bonds, allotment and issue of the Conversion Shares, and grant of the Specific Mandate; and (ii) the Option Agreement and the transaction contemplated thereunder and the Option Specific Mandate at the EGM.

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully

For and on behalf of the Board Value Convergence Holdings Limited Fu Yiu Man, Peter Chairman & Executive Director

NOTICE OF EGM

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Value Convergence Holdings Limited

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

(Stock Code: 821)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Value Convergence Holdings Limited (the “ Company ”) will be held at 7th Floor, Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong on Thursday, 17 September 2020 at 11:00 a.m. for the purpose of considering, and if thought fit, with or without amendments or modifications, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

“ THAT :
(a) the placing agreement dated 24 July 2020 (the “ CB Placing Agreement ”, a copy of which is marked “A” and signed by the chairman of the EGM for identification purpose has been tabled at the EGM) entered into between the Company and VC Brokerage Limited in relation to the placing of convertible bonds of the Company in the principal amount of up to HK$52,000,000 (the “ Convertible Bonds ”) entitling the holders thereof to convert the principal amount thereof into ordinary shares of the Company (the “ Conversion Share(s) ”) at the initial conversion price of HK$0.2 (subject to adjustment) per Conversion Share, and all the transactions contemplated thereunder (including issue of the Convertible Bonds, allotment and issue of the Conversion Shares) be and are hereby approved, confirmed and ratified;
(b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares to be allotted and issued, the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Conversion Shares; and

EGM-1

NOTICE OF EGM

(c) any one of the Directors be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the CB Placing Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the CB Placing Agreement) as are, in the opinion of such Director, in the interests of the Company and its shareholders as a whole.”
“ THAT :
(a) the option agreement dated 30 July 2020 (the “ Option Agreement ”, a copy of which is marked “B” and signed by the chairman of the EGM for identification purpose has been tabled at the EGM) entered into between the Company and LAI, Norman Zhennan, WANG, Ying and WEI, Dahang (collectively, the “ Grantees ”) in relation to the grant of options (the “ Options ”) entitling the Grantees to exercise the Options up to 108,000,000 new ordinary shares of the Company (the “ Option Share(s) ”) at the subscription price of HK$0.26 (subject to adjustment) per Option Share, and all the transactions contemplated thereunder (including issue of the Option Shares) be and are hereby approved, confirmed and ratified;
(b) subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Option Shares to be allotted and issued, the Directors be and are hereby granted a specific mandate to exercise the powers of the Company to allot and issue the Option Shares; and
(c) any one of the Directors be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements on behalf of the Company and to do such other things and to take all such actions as he considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Option Agreement and all transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of such documents or any terms thereof, which are not fundamentally different from those as provided in the Option Agreement) as are, in the opinion of such Director, in the interests of the Company and its shareholders as a whole.”

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

Hong Kong, 1 September 2020

EGM-2

NOTICE OF EGM

Registered office:

6th Floor, Centre Point 181-185 Gloucester Road Wanchai Hong Kong

Notes:

A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.
In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be deposited at the Company’s share registrar and transfer office, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not less than 48 hours before the time fixed for holding the EGM or any adjourned meeting thereof.
Completion and return of the form of proxy will not preclude any member from attending and voting in person at the EGM or any adjourned meeting thereof should he so wishes.
In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in this notice of EGM will be put to shareholders of the Company (the “ Shareholders ”) to vote taken by way of a poll.
In light of the ongoing outbreak of coronavirus (“ COVID-19 ”) and to safeguard the health and safety of the Shareholders and other attendees who will attend the meeting, the following special precautionary measures will be implemented by the Company at the EGM, the details of which are as follows:
use hand sanitizer gel before entry and compulsory body temperature screening/checks;
mandatory wearing of surgical face masks;
maintain appropriate social distancing and the number of attendees at the meeting will be limited according to the latest regulations announced by the government;
no corporate gift or souvenir distributed and no refreshment will be served; and
any person who does not comply with the precautionary measures to be taken at the EGM may be denied entry into the meeting venue.

Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement(s) on such measures as appropriate.

As at the date of this notice, the Board comprises three executive Directors, namely, Mr. Fu Yiu Man, Peter (Chairman), Mr. Tin Ka Pak, Timmy 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.

EGM-3

AI assistant

Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2020

49488_rns_2020-08-31_a6201469-1534-409e-989b-df587164bd24.pdf

Value Convergence Holdings Limited

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE;

(II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE;

AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent

VC Brokerage Limited

PRECAUTIONARY MEASURES FOR THE EGM

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Value Convergence Holdings Limited

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; (II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE; AND

(III) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

(I) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE

The CB Placing Agreement

Date

Issuer

Placing Agent

CB Placing Commission

CB Placing Placees

LETTER FROM THE BOARD

CB Placing Closing

CB Specific Mandate

Principal terms of the Convertible Bonds

LETTER FROM THE BOARD

Conversion Shares:

Conversion period:

Conversion rights:

Conversion restrictions:

Redemption at maturity:

Redemption on default:

Status:

Application for listing:

Reasons for the CB Placing and use of proceeds

(II) GRANT OF OPTIONS UNDER SPECIFIC MANDATE

The Option Agreement

The Grant

LETTER FROM THE BOARD

The Option Shares

The Subscription Price

The Option Period

Exercising of Options

Conditions Precedent

Lapse of Option

Termination

Effects of alterations of capital structure

Ranking of the Option Shares

Transferability

Rights on liquidation

Application of Listing

Option Specific Mandate

Information on the Grantees

Reasons for and benefits of the Grant and use of proceeds

LETTER FROM THE BOARD

Listing rules implications

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

SHAREHOLDING STRUCTURE

LETTER FROM THE BOARD

LETTER FROM THE BOARD

THE EGM

RECOMMENDATION

RESPONSIBILITY STATEMENT

Yours faithfully

Value Convergence Holdings Limited

NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTIONS

NOTICE OF EGM

NOTICE OF EGM

More from Value Convergence Holdings Limited

Value Convergence Holdings Limited Proxy Solicitation & Information Statement 2020