Jumbo Harvest Group Limited agreed to acquire 85% stake in Wealth Link Securities Limited from VBG International Holdings Limited (SEHK:8365) for HKD 14 million on September 13, 2021. The consideration of HKD 14 million shall be paid and settled in the following manner: (1) a refundable deposit in the amount of HKD 5 million shall be paid by the purchaser to VBG International in cash in the following manner: (a) HKD 2 million of the Deposit be paid at the time of signing the Disposal Agreement; (b) HKD 1 million of the Deposit be paid on October 4, 2021; (c) HKD 1 million of the Deposit be paid on November 1, 2021; and (d) HKD 1 million of the Deposit be paid on December 1, 2021; (2) HKD 7 million of the consideration shall be deposited by the purchaser into the account of an escrow agent as agreed by VBG International and the purchaser and that the purchaser shall instruct the Escrow Agent to pay to VBG International in cash in the following manner: (a) HKD 1 million of the consideration be paid on January 3, 2022; (b) HKD 1 million of the consideration be paid on February 4, 2022; (c) HKD 1 million of the consideration be paid on March 1, 2022; (d) HKD 1 million of the consideration be paid on April 1, 2022; (e) HKD 1 million of the consideration be paid on May 3, 2022; (f) HKD 1 million of the consideration be paid on June 1, 2022; and (g) HKD 1 million of the consideration be paid on July 4, 2022; and (3) the balance of the consideration, being HKD 2 million, shall be paid by the purchaser to VBG International in cash on completion. Upon Completion, VBG International will hold a 15% equity interest in Wealth Link Securities, and Wealth Link Securities will cease to be a subsidiary of VBG International. As at December 31, 2020, Loss after taxation was HKD 3.8 million and unaudited net asset value was HKD 14.8 million.

Completion is subject to the following conditions being satisfied: (1) prior approval from the Securities and Futures Commission of Hong Kong; (2) the Purchaser is satisfied with the due diligence review on Wealth Link Securities; (3) if necessary, the ordinary resolution(s) for approving the Disposal Agreement and the transactions contemplated thereunder having been duly passed by the shareholders of VBG International and the purchaser; and (4) no indication from the Stock Exchange having been received to the effect that the listing of shares of VBG International or the purchaser will or may be withdrawn or objected to for any reason attributable to the transactions contemplated under the Disposal Agreement or the completion. As on February 10, 2022, Hatcher has issued a notice for an EGM to be held on March 4, 2022 for the approval of transaction. Hatcher intends to use the net proceeds from the Disposal for the Group's working capital purpose. As of March 4, 2022, EGM Notice was duly passed as an ordinary resolution by the Shareholders by way of poll.

Jumbo Harvest Group Limited completed the acquisition of 85% stake in Wealth Link Securities Limited from VBG International Holdings Limited (SEHK:8365) on December 23, 2022. All the conditions precedent under the Disposal Agreement have been fulfilled. The remaining balance of the consideration HKD 3.5 million shall be paid and settled on or before March 31, 2023.