Value Convergence : DISCLOSEABLE TRANSACTION PROVISION OF LOAN

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)

DISCLOSEABLE TRANSACTION

PROVISION OF LOAN

BACKGROUND OF THE LOAN

The Board announces that on 7 January 2019, the Loan Agreement was entered into between the Lender and the Client, pursuant to which the Lender agreed to grant a loan in the initial principal amount of HK$8 million to the Client for a term of six months with interest rate of 1.5% per month and with the drawdown date being no later than 30 April 2019.

Before the drawdown of the initial principal amount of HK$8 million, after negotiation between the Lender and the Client on 28 March 2019, the Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the Client requested the Lender to have the initial principal amount increased to HK$25 million and the Lender agreed to grant the Loan secured by the Charged Shares for a term of six months due on 28 September 2019 with interest rate of 1.5% per month.

On 27 September 2019, the Second Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the repayment date of the Principal Amount and all interest accrued was extended to 12 October 2019.

On 11 October 2019, the Third Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the Repayment Date of the Principal Amount and all interest accrued was extended to 9 April 2020. The Extension shall be conditional on the Client having repaid and discharged all interest accrued on the Principal Amount from 29 March 2019 to 12 October 2019.

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LISTING RULES IMPLICATIONS

Upon execution of the Third Supplemental Agreement, the interest accrued from the Loan caused one of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the provision of the Loan constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

BACKGROUND OF THE LOAN

The Board announces that on 7 January 2019, the Loan Agreement was entered into between the Lender and the Client, pursuant to which the Lender agreed to grant a loan in the initial principal amount of HK$8 million to the Client for a term of six months with interest rate of 1.5% per month and with the drawdown date being no later than 30 April 2019.

Before the drawdown of the initial principal amount of HK$8 million, after negotiation between the Lender and the Client on 28 March 2019, the Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the Client requested the Lender to have the initial principal amount increased to HK$25 million and the Lender agreed to grant the Loan secured by the Charged Shares for a term of six months due on 28 September 2019 with interest rate of 1.5% per month.

On 27 September 2019, the Second Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the repayment date of the Principal Amount and all interest accrued was extended to 12 October 2019.

On 11 October 2019, the Third Supplemental Agreement was entered into between the Lender and the Client, pursuant to which the Repayment Date of the Principal Amount and all interest accrued was extended to 9 April 2020. The Extension shall be conditional on the Client having repaid and discharged all interest accrued on the Principal Amount from 29 March 2019 to 12 October 2019.

THE PRINCIPAL TERMS OF THE LOAN

Lender:	VC Finance Limited, an indirect wholly-owned
	subsidiary of the Company
Borrower:	the Client
Principal Amount:	HK$25 million
Interest rate:	1.5% per month
Repayment Date:	9 April 2020

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Repayment:	The Client shall repay and discharge the entire
	Principal Amount and all interest accrued and to be
	accrued on the Repayment Date
Security:	(a)	all dividends or interest (if any) paid or payable
		after the date of the Share Mortgage in respect of
		the Charged Shares;
	(b)	all rights, monies or other property accruing or
		offered at any time by way of redemption,
		substitution, bonus, preference, option or
		otherwise to or in respect of any of the Charged
		Shares;
	(c)	all allotments, accretions, offers, rights, benefits
		and advantages whatsoever at any time accruing,
		made, offered or arising in respect of any of the
		Charged Shares and all further shares issued in
		connection therewith and subsequent thereto and
		in respect of which the Client obtain title; and
	(d)	any shares or stocks in publicly listed companies
		which the Client subsequently deposits into the
		Charged Account whether or not at the request of
		the Lender.

FUNDING OF THE LOAN

The Loan is funded by the internal resources of the Group.

INFORMATION ON THE CLIENT

The Client beneficially owns 748,000 shares of the Company. Save as disclose herein, the Client is an individual who, to the best knowledge, information and belief of the Directors having made all reasonable enquiries, is an independent third party to the Company and its connected persons.

INFORMATION ON THE GROUP

The Company and its subsidiaries are principally engaged in the provision of financial services and proprietary trading. The Lender is an indirect wholly-owned subsidiary of the Company and is a licensed money lender. It is principally engaged in the business of money lending in Hong Kong.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE AGREEMENTS

In view of the principal business of the Lender, provision of the Loan to the Client is in the ordinary course of business of the Lender.

The terms of the Agreements were negotiated on an arm's length basis between the Lender and the Client with reference to the credit policy of the Lender and the prevailing market interest rate. The Loan also generates a stable revenue and cash flow stream to the Group from the interest income. The Directors are of the view that the terms of the Agreements and the entering into the Agreements are fair and reasonable and in the interests of the Company and its shareholders as a whole.

LISTING RULES IMPLICATIONS

Upon execution of the Third Supplemental Agreement, the interest accrued from the Loan caused one of the applicable percentage ratios under Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the provision of the Loan constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules and is therefore subject to the reporting and announcement requirements under the Listing Rules.

DEFINITIONS

In this announcement, the following terms have the meanings set out below unless the context requires otherwise:

"Agreements"	the Loan Agreement, the Supplemental Agreement, the
	Second Supplemental Agreement and the Third
	Supplemental Agreement
"Board"	the board of Directors
"Business Day"	a day on which banks in Hong Kong are open for
	normal banking business (excluding Saturdays,
	Sundays, public or statutory holiday and any day on
	which a tropical cyclone warning no.8 or above or a
	"black" rainstorm warning is hoisted in Hong Kong at
	any time between 9:00 a.m. and 5:00 p.m.)
"Company"	Value Convergence Holdings Limited, a company
	incorporated in Hong Kong with limited liability, the
	issued shares of which are listed on the Main Board of
	the Stock Exchange
"Charged Account"	the securities account opened and maintained by the
	Client with a securities firm in Hong Kong

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"Charged Shares"	the portfolio of shares in publicly listed companies in
	Hong Kong as the Client has deposited in the Charged
	Account
"connected person(s)"	has the meaning ascribed thereto under the Listing
	Rules
"Client"	Ding Lu, being an individual and an independent third
	party to the Company and its connected persons save as
	disclosed under the section headed "INFORMATION
	ON THE CLIENT" in page 3 of this announcement
"Director(s)"	the director(s) of the Company
"Extension"	further extends the time for repayment and discharge of
	the Principal Amount to 9 April 2020
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Lender"	VC Finance Limited, an indirect wholly-owned
	subsidiary of the Company, a licensed money lender
	under the Money Lenders Ordinance
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Loan"	the secured loan with the Principal Amount of HK$25
	million to be granted by the Lender to the Client
	pursuant to the Agreements
"Loan Agreement"	the loan agreement dated 7 January 2019 entered into
	between the Lender and the Client in respect of the
	unsecured loan with the initial principal amount of
	HK$8 million
"Principal Amount"	the amount of HK$25 million granted by the Lender to
	the Client pursuant to the terms of the Agreements

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"Repayment Date"	the last day for repayment and discharge of the
	Principal Amount and all interest (inclusive of default
	interest, if any) accrued, which shall be 9 April 2020,
	and if such a day is not a Business Day, then repayment
	date shall fall on the immediately following Business
	Day, or such later date as may be agreed in writing
	between the parties subject to such conditions as the
	Lender may impose
"Second Supplemental	the second supplemental agreement dated 27 September
Agreement"	2019 entered into between the Lender and the Client to
	extend and supplement the Supplemental Agreement
"Share Mortgage"	the share charge dated 28 March 2019 and executed by
	the Client in favour of the Lender over the Charged
	Shares to secure the Client's liabilities and obligations
	under the Loan
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Supplemental Agreement"	the supplemental agreement dated 28 March 2019
	entered into between the Lender and the Client to
	revise and supplement the Loan Agreement
"Third Supplemental	the third supplemental agreement dated 11 October
Agreement"	2019 entered into between the Lender and the Client to
	extend and supplement the Second Supplemental
	Agreement
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.
	By Order of the Board
	Value Convergence Holdings Limited
	Fu Yiu Man, Peter
	Chairman & Executive Director
Hong Kong, 11 October 2019

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Fu Yiu Man, Peter (Chairman), Mr. Tin Ka Pak, Timmy, Mr. Lin Hoi Kwong, Aristo and Mr. Zhang Min; 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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