Value Convergence Holdings Limited announced a private placement of 8% convertible bonds in an aggregate principal amount of HKD 81,600,000 on a best effort basis on September 25, 2023. In the case of the conversion rights having been exercised in full at the initial conversion price of HKD 0.17, a maximum of 480 million conversion shares to be allotted and issued by the company, representing approximately 19.43% of the existing total number of issued hare as at the date of this announcement and approximately 16.27% of the total number of issued shares as enlarged by the allotment and issue of the 480 million conversion shares. The initial Conversion Price of HKD 0.17 equals the closing price of HKD 0.17 per share as quoted on the Stock Exchange on the date of the placing agreement and represents a premium of approximately 1.43% over the average of the closing prices for the last five consecutive trading days immediately prior to the date of the placing agreement as quoted on the Stock Exchange of HKD 0.1676 per share.

The maximum net proceeds from the placing will be approximately HKD 79.5 million. The transaction is not subject to shareholders? approval.

The company having obtained the necessary consent, approval, authorisation, permission, or confirmation for the consummation of the transactions contemplated under the placing agreement from any third party to which the company or its subsidiaries have entered into any agreement or arrangement and the company?s representations and warranties made pursuant to the placing agreement being true and accurate and not misleading as of the date of the Placing Agreement and the Closing Date. The bonds are restricted to a hold period and will mature on the date which falls on the second anniversary of the first issue date. Each Bondholder shall have the right, exercisable during the conversion period to convert the whole or any part in multiples of HKD 340,000 of the outstanding principal amount of the convertible bonds held by such Bondholder into such number of shares.