Value Convergence Holdings Limited (SEHK:821) entered into the sale and purchase agreement to acquire Dream Impression Holdings Limited from iDreamSky Technology Holdings Limited (SEHK:1119) for CNY 28 million on July 2, 2021. In a related transaction, Qianhai Hanxiang Investment Management (Shenzhen) Co., Ltd. subsidiary of Value Convergence Holdings entered into the sale and purchase agreement to acquire Relevant Software from Shenzhen Qianhai iDream Technology Co., Ltd., an indirect wholly-owned subsidiary of the iDreamSky Technology Holdings for CNY 45 million. The aggregate consideration of CNY 73 million is paid in stock by issuing 425.954020 million shares of Value Convergence Holdings. Upon the Completion, Dream Impression Holdings Limited will become a wholly-owned subsidiary of Value Convergence Holdings. For the year ended December 31, 2020, Dream Impression Holdings reported revenues of CNY 2.963 million, Loss after tax of CNY (0.154) million and Net Assets of CNY 1.327 million. As part of the transaction, Dream Impression Holdings will lead a series of corporate re-organisation involving the Vendor Group. Eventually, the Dream Impression Holdings will legally and beneficially own the entire issued share capital of Zero One Hong Kong, and Zero One Hong Kong will legally and beneficially own 60% of the entire issued share capital of Zero One Zhi He. The transaction is subject to necessary approvals and consents, Restructuring having been completed and reasonably satisfied with the results of the due diligence review to be conducted on the Dream Impression Holdings.

Value Convergence Holdings Limited (SEHK:821) cancelled the acquisition of Dream Impression Holdings Limited from iDreamSky Technology Holdings Limited (SEHK:1119) on November 30, 2021. As the conditions precedent under the Sale and Purchase Agreement have not been completed and/or satisfied on or before the Long Stop Date (November 30, 2021), the Sale and Purchase Agreement lapsed accordingly.