Value Convergence : COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

Website: http://www.vcgroup.com.hk

(Stock Code: 821)

COMPLETION OF PLACING OF NEW SHARES

UNDER GENERAL MANDATE

Placing Agent

VC Brokerage Limited

References are made to the announcements of Value Convergence Holdings Limited (the "Company") dated 24 July 2020 and 29 July 2020 in relation to, among other things, the placing of new Shares under General Mandate (the "Announcements"). Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcements.

COMPLETION OF THE SHARE PLACING

The Board is pleased to announce that all conditions precedent to the Share Placing Agreement have been fulfilled and the Share Placing Completion took place on 25 August 2020. A total of 246,000,000 Placing Shares have been successfully placed to not less than six Share Placing Placees at the Placing Price of HK$0.2 per Placing Share and none of the Share Placing Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company forthwith upon the Share Placing Completion. The 246,000,000 Placing Shares represent (i) approximately 19.98% of the aggregate number of the issued Shares as at the date of this announcement; and (ii) approximately 16.65% of the aggregate number of issued Shares as enlarged by the allotment and issue of the 246,000,000 Placing Shares.

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

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The gross proceeds from the Share Placing is HK$49,200,000. The Company intends to use the net proceeds of the Share Placing of approximately HK$48,200,000 from the Share Placing for (i) general working capital as to approximately HK$33,200,000, among which as to approximately 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.

SHAREHOLDING STRUCTURE OF THE COMPANY

The table below illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon the Share Placing Completion:

	(i) As at the date of this		(ii) Immediately upon the
	announcement		Share Placing Completion
	No. of Shares		Approx.		No. of Shares	Approx.
Director
Mr. Wong Chung Kin,
Quentin	500,000	0.04%	500,000	0.03%
Substantial Shareholder
Mr. Chung Chi Shing, Eric
(Note)	368,352,000	29.92%	368,352,000	24.94%
The Share Placing Placees	-		-	246,000,000	16.65%
Public Shareholders	862,399,598	70.04%	862,399,598	58.38%
Total	1,231,251,598	100.00%	1,477,251,598	100.00%

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

By Order of the Board of

Value Convergence Holdings Limited

Fu Yiu Man, Peter

Chairman & Executive Director

Hong Kong, 25 August 2020

As at the date of this announcement, 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.

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