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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
Value Convergence Holdings Limited
(Incorporated in Hong Kong with limited liability)
Website: http://www.vcgroup.com.hk
(Stock Code: 821)
(I) PLACING OF NEW SHARES UNDER GENERAL MANDATE;
-
PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE;
AND
- VOLUNTARY ANNOUNCEMENT - ENTERING INTO THE JV AGREEMENT
AND THE LICENSE AGREEMENT
Placing Agent
VC Brokerage Limited
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PLACING OF NEW SHARES UNDER GENERAL MANDATE
On 24 July 2020 (after trading hours), the Company entered into the Share Placing Agreement with the Placing Agent, pursuant to which the Company was desirous of offering the Placing Shares free from any encumbrance whatsoever for subscription and appointed the Placing Agent on sole and exclusive basis to place and procure subscriptions for the Placing Shares on a best effort basis subject to the terms and conditions set out in the Share Placing Agreement. The Placing Agent shall procure not less than six Share Placing Placees to subscribe for up to 246,000,000 Placing Shares at a price of HK$0.2 per Placing Share.
The maximum of 246,000,000 Placing Shares represent (i) approximately 19.98% of the aggregated number of the issued Share as at the date of this announcement; and (ii) approximately 16.66% of the aggregated number of issued Shares as enlarged by the issue of the 246,000,000 Placing Shares.
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The Placing Price of HK$0.2 per Placing Share represents (i) a discount of approximately 4.31% to the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the date of the Share Placing Agreement; and (ii) a discount of approximately 4.76% to the average of the closing prices for the five consecutive trading days immediately prior to the date of the Share Placing Agreement as quoted on the Stock Exchange of HK$0.210 per Share.
Assuming all the Placing Shares are successfully placed by the Placing Agent, the gross proceeds from the Share Placing will be HK$49,200,000 and the Company intends to use the net proceeds of approximately HK$48,200,000 from the Share Placing for (i) general working capital as to approximately HK$33,200,000; and (ii) possible business development in relation to the JV Agreement and the License Agreement as mentioned in the below sections as to approximately HK$15,000,000.
The Share Placing is not subject to Shareholders' approval as the Placing Shares will be allotted and issued pursuant to the General Mandate. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
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PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE
On 24 July 2020 (after trading hours), the Company entered into the CB Placing Agreement with the Placing Agent, pursuant to which the Company proposed to offer for subscription, and the Placing Agent had agreed to procure subscriptions for, the Convertible Bonds on a best effort basis on the terms and subject to the conditions set out in the CB Placing Agreement. The Placing Agent shall procure not less than six CB Placing Placees to subscribe for the Convertible Bonds in the principal amount of up to HK$52,000,000.
In the case of the Conversion Rights having been exercised in full at the initial Conversion Price of HK$0.2, a maximum of 260,000,000 new Shares to be allotted and issued by the Company, representing (i) approximately 21.12% of the aggregated number of the issued Share as at the date of this announcement; and (ii) approximately 17.44% of the aggregated number of issued Shares as enlarged by the issue of 260,000,000 Conversion Shares (assuming there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds).
The initial Conversion Price of HK $0.2 represents (i) a discount of approximately 4.31% to the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the date of the CB Placing Agreement; and (ii) a discount of approximately 4.76% to the average of the closing prices for the five consecutive trading days immediately prior to the date of the CB Placing Agreement as quoted on the Stock Exchange of HK$0.210 per Share.
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Assuming all the Convertible Bonds are successfully placed by the Placing Agent, the gross proceeds from the CB Placing will be approximately HK $52,000,000 and the Company intends to use the net proceeds of approximately HK$50,200,000 from the CB Placing for (i) general working capital as to approximately HK$35,200,000; and (ii) possible business development in relation to the JV Agreement and the License Agreement as mentioned in the below sections as to approximately HK$15,000,000.
The Conversion Shares will be allotted and issued pursuant to the Specific Mandate which is subject to Shareholders' approval at the EGM. The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.
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ENTERING INTO THE JV AGREEMENT AND THE LICENSE AGREEMENT
The Board is pleased to announce that, on 17 July 2020 (after trading hours), VC Global entered into the JV Agreement with Vast Sea and Success Health, pursuant to which VC Global and Vast Sea have agreed to establish a joint venture vehicle, being Success Health, to carry on and conduct the Business.
On 17 July 2020 (after trading hours), Success Health entered into a license agreement with Vast Sea, pursuant to which Success Health desires to market and sell the Core Ingredients in the form of AVL-19 and develop potential alternative uses and applications for the Core Ingredients while Vast Sea desires for Success Health to have the sole legal right to manufacture, sublicense and market and sell worldwide the Core Ingredients in the form of AVL-19 and to develop potential alternative uses and applications for the Core Ingredients through Success Health and its affiliates.
Pursuant to the License Agreement, Vast Sea, being the sole legal and beneficial owner of the tangible embodiments of the Invention, is ready and willing to license the Patent exclusively to Success Health under and in accordance with the License Agreement.
GENERAL
The EGM will be convened for the purpose of considering and, if thought fit, approving the CB Placing Agreement and the transaction contemplated thereunder, including issue of the Convertible Bonds, allotment and issue of the Conversion Shares, and grant of the Specific Mandate. A circular containing, among other things,
- further details of the CB Placing; and (ii) a notice convening the EGM, will be despatched to the Shareholders on or before 14 August 2020 in compliance with the Listing Rules.
Shareholders and potential investors of the Company should note that the Share Placing Completion and the CB Placing Closing are subject to the fulfilment of the conditions precedent under the Share Placing Agreement and the CB Placing Agreement. As the Share Placing and the CB Placing may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.
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PLACING OF NEW SHARES UNDER GENERAL MANDATE
On 24 July 2020 (after trading hours), the Company entered into the Share Placing Agreement with the Placing Agent, pursuant to which the Company was desirous of offering the Placing Shares free from any encumbrance whatsoever for subscription and appointed the Placing Agent on sole and exclusive basis to place and procure subscriptions for the Placing Shares on a best effort basis subject to the terms and conditions set out in the Share Placing Agreement. The Placing Agent shall procure not less than six Share Placing Placees to subscribe for up to 246,000,000 Placing Shares at a price of HK$0.2 per Placing Share.
THE SHARE PLACING AGREEMENT Date
24 July 2020 (after trading hours)
Issuer
The Company
Placing Agent
VC Brokerage Limited, a wholly-owned subsidiary of the Company
Share Placing Commission
Subject to the Share Placing Completion having taken place, the Company shall pay to the Placing Agent a placing commission, in Hong Kong dollars, which shall be equivalent to 2% of the aggregate amount of the Placing Price multiplied by the number of Placing Shares placed during the Share Placing Period.
Share Placing Placees
The Placing Agent agreed to act as agent of the Company to procure not less than six Share Placing Placee(s) to subscribe for the Placing Shares. The Share Placing Placee(s) shall be any investor who is an individual, institutional or professional investor selected and/or procured by or on behalf of the Placing Agent as contemplated by the Share Placing Agreement and is (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, procured by the Placing Agent to subscribe for the Placing Shares pursuant to the Placing Agent's obligations under the Share Placing Agreement.
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Placing Shares
The Placing Agent agreed to procure not less than six Share Placing Placee(s) to subscribe for up to 246,000,000 Placing Shares at the Placing Price during the Share Placing Period on terms and conditions set out in the Share Placing Agreement on a best effort basis. The maximum of 246,000,000 Placing Shares represent (i) approximately 19.98% of the aggregated number of the issued Share as at the date of this announcement; and (ii) approximately 16.66% of the aggregated number of issued Shares as enlarged by the issue of the 246,000,000 Placing Shares.
The Placing Shares shall rank pari passu in all respects with the existing Shares then in issue.
Placing Price
The Placing Price of HK$0.2 per Placing Share represents (i) a discount of approximately 4.31% to the closing price of HK$0.209 per Share as quoted on the Stock Exchange on the date of the Share Placing Agreement; and (ii) a discount of approximately 4.76% to the average of the closing prices for the five consecutive trading days immediately prior to the date of the Share Placing Agreement as quoted on the Stock Exchange of HK$0.210 per Share.
The net Placing Price (after deducting related costs and expenses of the Placing) is approximately HK$0.196 per Share.
The Placing Price was determined after arm's length negotiations between the Parties on the date of the Share Placing Agreement with reference to, among others, the prevailing market price of the Shares.
Conditions Precedent to the Share Placing Agreement
The Share Placing Completion shall be conditional upon the satisfaction or fulfilment of such conditions precedent as set out hereunder:
- the Board having approved the Share Placing and the transactions contemplated under the Share Placing Agreement;
- the Placing Agent having successfully procured Share Placing Placee(s) ready, willing and able to subscribe for and to accept the allotment of, the Placing Shares or any portfolio thereof during the Share Placing Period;
- the Company having complied with, the procured for the compliance with, all laws as well as all conditions (if any) imposed by the Stock Exchange or by any other competent authority for issuance and allotment of the Placing Shares as well as the listing of and permission to deal in the Placing Shares and ensure the continued compliance thereof (provided in each case that the Share Placing Placee(s) complies with and satisfies all such conditions);
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- the Placing Agent having compiled and delivered to the Stock Exchange a comprehensive list showing the name, address (or registered address if a corporation), country of incorporation (if a corporation) and other requisite information and details of the Share Placing Placees and the number of Placing Shares to be subscribed by each Share Placing Placee;
- the Listing Committee having granted approval for the listing of, and permission to deal in, the Placing Shares, and such approval not having been revoked, suspended, withdrawn or cancelled, or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Share Placing Closing Date;
- the Shares remaining listed on the Main Board of the Stock Exchange, and that the listing status of the Shares not being subject to or threatened with any revocation, suspension, withdrawal or cancellation at any time prior to the Share Placing Closing Date;
- (if required) the Company having obtained the necessary consent, approval, authorisation, permission, or confirmation from any third party to which the Company have entered into any agreement or arrangement; and
- the Company's representations and warranties made pursuant to the Share Placing Agreement being true and accurate and not misleading up to Share Placing Completion.
The conditions precedent contained in (a) to (g) above cannot be waived by any Party. The Placing Agent may at any time unilaterally waive the condition precedent (h) above. As soon as practicable after the execution of the Share Placing Agreement and in any event, by the Share Placing Closing Date, the Company shall use its best endeavours to procure the satisfaction of such conditions precedent as set out in (a), (c) and (e) to (g) as well as (h) above (in case the condition precedent
- has not been waived by the Placing Agent) while the Placing Agent shall use all its best endeavours to procure the satisfaction of such conditions precedent (b), (d) and (e) above.
If any one or more of the conditions precedent shall not have been satisfied or fulfilled by the Share Placing Closing Date or any of the force majeure event set out in the section headed "Force Majeure to the Share Placing Agreement" below shall have occurred, subject to the terms in relation to failure to complete or lapse or termination of the Share Placing as set out in the Share Placing Agreement, all obligations and responsibilities of the Placing Agent and those of the Company under the Share Placing Agreement shall cease and determine forthwith and no Party shall have any claim whatsoever against the other Party in relation thereto save for any antecedent breach of the Share Placing Agreement and without prejudice to the accrued rights and liabilities of each Party.
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Force Majeure to the Share Placing Agreement
If at any time between the execution of the Share Placing Agreement and on the Business Day immediately prior to the Share Placing Completion Date, there occurs:
- the introduction of any new law or regulation or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company;
- the occurrence of any local, national or international event or change occurring after the date of the Share Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the Share Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Share Placing;
- any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the Share Placing Agreement which materially and adversely affects the success of the Share Placing (such success being the completion of the placing of the Placing Shares to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Share Placing;
- the Company commits any material breach of or omits or fails to observe any of its obligations or undertakings under the Share Placing Agreement; or
- any of the representations or warranties contained in the Share Placing Agreement was, when given or deemed to be repeated under the Share Placing Agreement, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the Share Placing,
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then the Placing Agent may upon giving notice to the Company terminate the Share Placing Agreement with immediate effect. If the Share Placing Agreement shall be terminated pursuant to the abovementioned force majeure, the obligations of the Placing Agent shall cease and determine, and the Company shall not be liable to pay any commission under certain provisions of the Share Placing Agreement, and other provisions of the Share Placing Agreement (other than certain provisions as set out in the Share Placing Agreement and all other provisions necessary for the interpretation or enforcement of such provisions and without prejudice to the accrued rights and liabilities of the Parties) shall forthwith cease and determine and no Party shall, save as provided in the abovementioned force majeure, have any claim against the other Party for compensation, costs, damages or otherwise.
Completion of the Share Placing
Subject to the fulfilment of the conditions precedents to the Share Placing Agreement, the Share Placing Completion shall take place on the Share Placing Completion Date.
General Mandate
The Share Placing is not subject to Shareholders' approval as the Placing Shares will be allotted and issued pursuant to the General Mandate. As at the date of this announcement, the General Mandate has not been utilised since it was granted and the maximum number of new Shares that could be issued by the Company under the General Mandate is 246,190,319 Shares.
Application for Listing
The Company will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
-
PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE
On 24 July 2020 (after trading hours), the Company entered into the CB Placing Agreement with the Placing Agent, pursuant to which the Company proposed to offer for subscription, and the Placing Agent had agreed to procure subscriptions for, the Convertible Bonds on a best effort basis on the terms and subject to the conditions set out in the CB Placing Agreement. The Placing Agent shall procure not less than six CB Placing Placees to subscribe for the Convertible Bonds in the principal amount of up to HK$52,000,000.
THE CB PLACING AGREEMENT Date
24 July 2020 (after trading hours)
Issuer
The Company
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Placing Agent
VC Brokerage Limited, a wholly-owned subsidiary of the Company
CB Placing Commission
The Company shall pay to the Placing Agent (i) a documentary fee of HK$150,000 whether or not CB Placing Closing takes place; and (ii) provided that CB Placing Closing occurs in accordance with the CB Placing Agreement, a commission, in Hong Kong dollars, of 3% of the amount equal to the principal amount of the Convertible Bonds which the Placing Agent has successfully procured subscribers for the Convertible Bonds.
CB Placing Placees
The Placing Agent agreed to procure not less than six CB Placing Placee(s) to subscribe for the Convertible Bonds on terms and conditions set out in the CB Placing Agreement on a best effort basis. The CB Placing Placee(s) shall be any investor who is either a professional or institutional investor or other investors selected and procured by or on behalf of the Placing Agent as contemplated by the CB Placing Agreement and is independent as referred in the next paragraph below, procured by the Placing Agent to subscribe for any of the Convertible Bonds pursuant to the Placing Agent's obligations under the CB Placing Agreement.
The Placing Agent shall and shall procure its sub-placing agent (if applicable and any) to use its reasonable endeavours to ensure that all CB Placing Placees and their ultimate beneficial owners (a) shall be independent of and not connected with the Company (and its subsidiaries), its connected person(s) and their respective associate(s); (b) shall be independent of and not be parties acting in concert with any persons, other CB Placing Placee(s) or Shareholders to the effect that any CB Placing to such CB Placing Placee(s) shall not trigger any mandatory offer obligation under Rule 26.1 of the Takeovers Code; and (c) shall be regarded as public (within the meaning as defined under Rule 8.24 of the Listing Rules).
Conditions precedent to the CB Placing Agreement
The CB Placing Closing is conditional upon:
- the Listing Committee having granted approval for the listing of, and permission to deal in, the Conversion Shares on the Stock Exchange and the approval not having been subsequently revoked or cancelled;
- if required, the Company having obtained the necessary consent, approval, authorisation, permission, or confirmation for the consummation of the transactions contemplated under the CB Placing Agreement from any third party to which the Company or its subsidiaries have entered into any agreement or arrangement;
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- the Specific Mandate having been granted to the Board; and
- the Company's representations and warranties made pursuant to the CB Placing Agreement being true and accurate and not misleading as of the date of the CB Placing Agreement and the CB Placing Closing Date.
The conditions precedent contained in (a) to (c) above cannot be waived by any Party. The Placing Agent may at any time unilaterally waive the condition precedent (d) above. The Company shall use all its reasonable endeavours to procure the satisfaction of the conditions precedent as set out above, but if the conditions precedent shall not have been so satisfied (or, where applicable, waived) by the CB Placing Long Stop Date or any of the force majeure event set out in the section headed "Force Majeure to the CB Placing Agreement" below shall have occurred, subject to terms in relation to failure to complete or lapse or termination of the CB Placing as set out in the CB Placing Agreement, all obligations of the Placing Agent and of the Company under the CB Placing Agreement shall cease and determine and none of the Parties shall have any claim against the other in relation thereto save for any antecedent breach of any obligations under the CB Placing Agreement and without prejudice to the accrued rights and liabilities of the Parties.
Force Majeure to the CB Placing Agreement
If at any time between the date of the CB Placing Agreement and the CB Placing Closing Date, there occurs:
- the introduction of any new legislations or regulation or any change in existing legislations or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company;
- the occurrence of any local, national or international event or change occurring after the date of the CB Placing Agreement of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the reasonable opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Company or adversely prejudices the success of the CB Placing (such success being the completion of the placing of the Convertible Bonds to potential investor(s)) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the CB Placing;
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- any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs after the date of the CB Placing Agreement which materially and adversely affects the success of the CB Placing (such success being the completion of the placing of the Convertible Bonds to potential investor(s)) or otherwise in the reasonable opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the CB Placing;
- the Company commits any material breach of or omits to observe any of its obligations or undertakings under the CB Placing Agreement; or
- any of the representations or warranties contained in the CB Placing Agreement was, when given or deemed to be repeated under the CB Placing Agreement, untrue or inaccurate in any material respect or would in any material respect be untrue or inaccurate, or if repeated the Placing Agent shall determine in its reasonable opinion that any such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Company or will otherwise likely to have a material prejudicial effect on the CB Placing,
then the Placing Agent may upon giving notice to the Company terminate the CB Placing Agreement with immediate effect. If the CB Placing Agreement shall be terminated pursuant to the abovementioned force majeure, the obligations of the Placing Agent shall cease and the Company shall not be liable to pay any commission under certain provisions of the CB Placing Agreement, and other provisions of the CB Placing Agreement (other than certain provisions as set out in the CB Placing Agreement and all other provisions necessary for the interpretation or enforcement of such provisions and without prejudice to the accrued rights and liabilities of the Parties) shall forthwith cease and determine and no Party shall, save as provided in the abovementioned force majeure, have any claim against the other Party for compensation, costs, damages or otherwise.
CB Placing Closing
Subject to the fulfilment of the conditions precedent to the CB Placing Agreement, the CB Placing Closing shall take place on the CB Placing Closing Date.
Specific Mandate
The Conversion Shares will be allotted and issued pursuant to the Specific Mandate which is subject to Shareholders' approval at the EGM.
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PRINCIPAL TERMS OF THE CONVERTIBLE BONDS
Set out below are the principal terms of the Convertible Bonds:
Issuer: | The Company | |
Principal amount: | Up to HK$52,000,000 | |
Maturity date: | The date which falls on the third anniversary of the First | |
Issue Date (the "Maturity Date"). | ||
Interest: | The Convertible Bonds shall not bear any interest whatsoever. | |
Conversion Price: | HK$0.2 per Conversion Share, subject to adjustment(s) upon | |
occurrence of certain events as summarised in the paragraph | ||
headed "Adjustments to the Conversion Price" below. | ||
The initial Conversion Price of HK$0.2 per Conversion | ||
Share represents: | ||
(i) | a discount of approximately 4.31% to the closing price | |
of HK $0.209 per Share as quoted on the Stock | ||
Exchange on the date of the CB Placing Agreement; | ||
(ii) | a discount of approximately 4.76% to the average of | |
the closing prices for the five consecutive trading days | ||
immediately prior to the date of the CB Placing | ||
Agreement as quoted on the Stock Exchange of | ||
HK$0.210 per Share. | ||
The net Conversion Price, after deduction of relevant | ||
expenses, is approximately HK$0.193 per Conversion Share. | ||
The initial Conversion Price was arrived at after arm's length | ||
negotiations between the Parties with reference to, among | ||
others, the prevailing market performance of the Shares. | ||
Adjustments to the | The Conversion Price shall from time to time be subject to | |
Conversion Price: | adjustment in accordance with this paragraph if, whilst any | |
of the Convertible Bonds remains outstanding, any of the | ||
following events or circumstances in relation to the Shares | ||
shall occur: | ||
(i) | if and whenever there shall be an alteration to the value | |
o f t h e S h a r e s a s a r e s u l t o f c o n s o l i d a t i o n o r | ||
subdivision; |
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- if and whenever the Company shall issue any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves (including any share premium account and/or capital redemption reserve), other than Shares issued in lieu of the whole or a part of a cash dividend and other than an issue that would amount to capital distribution (as defined in the CB Instrument);
- if and whenever the Company shall pay or make any capital distribution (as defined in the CB Instrument) to the Shareholders;
- if and whenever the Company shall issue Shares to all or substantially all Shareholders as a class by way of rights, or shall issue or grant to all or substantially all Shareholders as a class, by way of rights, any options, warrants or other rights to subscribe for or purchase any Shares, in each case at less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date on which such issue or grant to Shareholders is made;
- if and whenever the Company shall (a) issue any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares) to all or substantially all Shareholders as a class by way of rights; or (b) grant to all or substantially all Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase any securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares);
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- if and whenever the Company shall wholly for cash (a) issue (otherwise than as mentioned in sub-paragraph (iv) above) any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any other rights of conversion into, or exchange or subscription for, Shares); or (b) issues or grants (otherwise than as mentioned in sub-paragraph (iv) above) options, warrants or other rights to subscribe for or purchase Shares, in each case at a price per Share which is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of such issue or grant;
- save in the case of an issue of securities arising from a conversion or exchange of other securities in accordance with the terms applicable to such securities themselves falling within the provisions of this sub-paragraph (vii), if and whenever the Company or any subsidiary of the Company (otherwise than as mentioned in sub-paragraphs (iv), (v) or (vi) above), or (at the direction or request of or pursuant to any arrangements with the Company or any subsidiary of the Company) any other company, person or entity, shall issue wholly for cash any securities (other than the Convertible Bonds) which by their terms of issue carry rights of conversion into, or exchange or subscription for, Shares to be issued by the Company upon conversion, exchange or subscription, at a consideration per Share which is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of the issue of such securities;
- if and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching
t o a n y s u c h s e c u r i t i e s a s a r e m e n t i o n e d i n sub-paragraph (vii) above (other than in accordance with the terms applicable to such securities) so that the consideration per Share receivable by the Company is less than 95% of the fair market value of one Share, as determined in good faith by the independent accountant or financial advisor acting as an expert, on the day immediately preceding the date of such modification;
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- if and whenever the Company or any subsidiary of the Company or (at the direction or request of or pursuant to any arrangements with the Company or any subsidiary of the Company) any other company, person or entity issues, sells or distributes any securities in
c o n n e c t i o n w i t h a n o f f e r p u r s u a n t t o w h i c h Shareholders generally (meaning for these purposes the holders of at least 60% of the Shares outstanding at the time such offer is made) are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Conversion Price falls to be adjusted under sub-paragraphs (iv) to (vii) above).
Conversion Shares: In the case of the Conversion Rights having been exercised in full, a maximum of 260,000,000 new Shares to be allotted and issued by the Company, representing:
- approximately 21.12% of the aggregated number of the issued Share as at the date of this announcement; and
- approximately 17.44% of the aggregated number of issued Shares as enlarged by the issue of 260,000,000 Conversion Shares (assuming there is no other change in the issued share capital of the Company between the date of this announcement and the full conversion of the Convertible Bonds).
Conversion period: The period commencing from the First Issue Date and ending on the date which falls on the fifth Business Day before the Maturity Date, both days inclusive, provided that if the Company fails to redeem the Convertible Bonds on the date of redemption in accordance with the terms of the CB Instrument the period shall continue until redemption in full occurs (the "Conversion Period").
Conversion rights: Each Bondholder shall have the right, exercisable during the Conversion Period in the manner provided in the CB Instrument, to convert the whole or any part (subject to the CB Instrument, in multiples of HK $500,000) of the outstanding principal amount of the Convertible Bonds held by such Bondholder into such number of Shares as will be determined by dividing the principal amount of the Convertible Bonds to be converted by the Conversion Price in effect on the Conversion Date.
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Conversion restrictions: A Bondholder shall not exercise any Conversion Rights if, as a result of such exercise, it will cause the public float of the Company to be unable to meet the relevant requirements under the Listing Rules.
A Bondholder shall not exercise any Conversion Rights, and the Company shall not be required to issue any Conversion Shares, if, as a result of the relevant exercise of the Conversion Rights, the Bondholder and/or parties acting in concert with it would be required to make a mandatory general offer under Rule 26 of the Takeovers Code for the Shares held by the Company's other Shareholders (collectively, the "Conversion Restrictions").
Redemption at maturity: All Convertible Bonds which have not been redeemed or converted in accordance with the terms and conditions contained in the CB Instrument by the Maturity Date, shall be redeemed by the Company on the Maturity Date at a redemption amount equal to 100% of the principal amount of such Convertible Bonds.
Redemption on default: If any of the events ("Events of Default") specified in the CB Instrument occur, the Company shall forthwith give notice thereof to the Bondholders and each Bondholder may (without prejudice to any other rights and remedies available to the Bondholders), at its option, opt to convert their Convertible Bonds in its entirety or, alternatively, give a notice for redemption to the Company in respect of part or all of the Convertible Bonds held by it, whereupon such Convertible Bonds shall become immediately due and payable at a redemption amount equal to 100% of the principal amount of such Convertible Bonds. For any avoidance of doubt, there shall not be any redemption by any Bondholders prior to the Maturity Date unless an Event of Default occurs.
Ranking:Subject to the CB Instrument, the Shares issued upon exercise of Conversion Rights shall rank pari passu in all respects with all other existing Shares outstanding at the Conversion Date and all Conversion Shares shall include rights to participate in all dividends and other distributions the record date of which falls on or after the Conversion Date.
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Transferability: | Subject to compliance with the Listing Rules and regulatory |
requirements, the Convertible Bonds may (subject to the CB | |
Instrument) be transferred to any person provided that where | |
the Convertible Bond(s) is/are intended to be transferred to a | |
connected person (other than the associates of the Bondholder), | |
such transfer shall comply with the requirements under the | |
Listing Rules and/or requirements imposed by the Stock | |
Exchange, if any. | |
Any transfer of the Convertible Bonds shall be in respect of | |
the whole or any part (subject to the CB Instrument, in | |
multiples of HK$500,000) of the outstanding principal | |
amount of the Convertible Bonds. | |
Status: | The obligations of the Company arising under the Convertible |
Bonds constitute general, unsecured and unsubordinated | |
obligations of the Company and rank equally among | |
themselves and pari passu with all other present and future | |
unsecured and unsubordinated obligations of the Company | |
except for obligations accorded preference by mandatory | |
provisions of applicable law. | |
Application for listing: | No application shall be made to the Stock Exchange for the |
listing of the Convertible Bonds. The Company will apply to | |
the Listing Committee of the Stock Exchange for the listing | |
of, and permission to deal in, the Conversion Shares. |
REASONS FOR THE SHARE PLACING AND THE CB PLACING AND USE OF PROCEEDS
The Group is an established financial services group committed to delivering premier financial services and products that fulfil various investment and wealth management needs of clients in the Greater China region. The Group's expertise includes (i) provision of financial services comprising securities, futures and options brokering and dealing, financing services, corporate finance and other advisory services, asset management and insurance brokerage; and (ii) proprietary trading.
Assuming all the Placing Shares are successfully placed by the Placing Agent, the gross proceeds from the Share Placing will be HK$49,200,000 and the Company intends to use the net proceeds of approximately HK$48,200,000 from the Share Placing for (i) general working capital as to approximately HK$33,200,000; and (ii) possible business development in relation to the JV Agreement and the License Agreement as mentioned in the below sections as to approximately HK$15,000,000.
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Assuming all the Convertible Bonds are successfully placed by the Placing Agent, the gross proceeds from the CB Placing will be approximately HK$52,000,000 and the Company intends to use the net proceeds of approximately HK$50,200,000 from the CB Placing for (i) general working capital as to approximately HK$35,200,000; and (ii) possible business development in relation to the JV Agreement and the License Agreement as mentioned in the below sections as to approximately HK$15,000,000.
As disclosed in the Company's annual report for the year ended 31 December 2019, the Group's business strategies are to enlarge the Group's revenue base through fostering its core businesses, and tap into new emerging markets with expanded business initiatives. In light of the current Hong Kong's economy and business environment, the Share Placing and the CB Placing will therefore enhance the Group's flexibility in dealing with economic, political and epidemic uncertainties.
The Directors are of the view that (i) the Share Placing Agreement and CB Placing Agreement are entered into upon normal commercial terms following arm's length negotiations between the Parties; (ii) the Share Placing will enlarge the shareholder base and the capital base of the Company; (iii) the CB Placing will not have an immediate dilution effect on the shareholding of the existing Shareholders; and (iv) the net proceeds of the Share Placing and CB Placing will strengthen the financial position of the Group for its business development. Accordingly, the Directors consider that the terms of the Share Placing Agreement and CB Placing Agreement (including the Placing Price, the Conversion Price and placing commissions) are fair and reasonable and that the Share Placing and CB Placing are in the interests of the Company and the Shareholders as a whole.
EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS
Date of | Fund raising | Intended use of the net | Actual use of the | |
announcements | activity | Net proceeds | proceeds | net proceeds |
30 March 2020 and | Placing of new | Approximately | Development of the | The placing |
28 April 2020 | Shares under | HK$67.4 million | e-commerce business | agreement was |
general mandate | or general working | lapsed as | ||
capital of the Group or | announced by | |||
possible investment | the Company | |||
on 28 April | ||||
2020 |
Save as disclosed above, the Company has not conducted any equity fund raising activities in the 12 months prior to the date of this announcement.
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SHAREHOLDING STRUCTURE
The table below illustrates the shareholding structure of the Company (i) as at the date of this announcement; (ii) immediately upon the Share Placing Completion (assuming the Placing Shares were placed in full); (iii) immediately upon full conversion of the Convertible Bonds after the CB Placing Closing (assuming the Convertible Bonds were placed in full); and (iv) immediately upon the Share Placing Completion and upon full conversion of the Convertible Bonds after the CB Placing Closing (assuming the Placing Shares and the Convertible Bonds were placed in full and there is no other change in the issued share capital of the Company from the date of this announcement up to the date of full conversion of the Convertible Bonds):
(iv) Immediately upon | |||||||||||||||
the Share Placing Completion | |||||||||||||||
and upon full conversion of | |||||||||||||||
the Convertible Bonds | |||||||||||||||
upon the CB Placing Closing | |||||||||||||||
(assuming the Placing Shares | |||||||||||||||
and the Convertible Bonds | |||||||||||||||
were placed in full and | |||||||||||||||
there is no other change in | |||||||||||||||
(iii) Immediately upon full | the issued share capital of | ||||||||||||||
conversion of the Convertible | the Company from the | ||||||||||||||
(ii) Immediately upon the | Bonds after the CB Placing | date of this announcement | |||||||||||||
Share Placing Completion | Closing (assuming the | up to the date of full | |||||||||||||
(i) As at the date of this | (assuming the Placing Shares | Convertible Bonds were | conversion of the | ||||||||||||
announcement | were placed in full) | placed in full) | Convertible Bonds) | ||||||||||||
No. of Shares | Approx. | No. of Shares | Approx. | No. of Shares | Approx. | No. of Shares | Approx. | ||||||||
Director | |||||||||||||||
Mr. Wong Chung Kin, Quentin | 500,000 | 0.04% | 500,000 | 0.03% | 500,000 | 0.03% | 500,000 | 0.03% | |||||||
Substantial Shareholder | |||||||||||||||
Mr. Chung Chi Shing, Eric (Note 1) | 368,352,000 | 29.92% | 368,352,000 | 24.94% | 368,352,000 | 24.71% | 368,352,000 | 21.21% | |||||||
The Share Placing Placees | - | - | 246,000,000 | 16.66% | - | - | 246,000,000 | 14.16% | |||||||
The CB Placing Placees (Note 2) | - | - | - | - | 260,000,000 | 17.44% | 260,000,000 | 14.97% | |||||||
Public Shareholders | 862,099,598 | 70.04% | 862,099,598 | 58.37% | 862,099,598 | 57.82% | 862,099,598 | 49.63% | |||||||
Total | 1,230,951,598 | 100.00% | 1,476,951,598 | 100.00% | 1,490,951,598 | 100.00% | 1,736,951,598 | 100.00% | |||||||
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Notes:
- 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.
- The above information is for illustration purpose only. Conversion of the Convertible Bonds is limited by the Conversion Restrictions, according to which no Bondholder may convert the Convertible Bonds to an extent which would trigger the mandatory offer obligation under the Takeovers Code. Therefore, the Bondholders will not be able to convert the Convertible Bonds to an extent which causes its voting right in the Company to exceed 30%.
-
E N T E R I N G I N T O T H E J V A G R E E M E N T A N D T H E L I C E N S E AGREEMENT
THE JV AGREEMENT
The Board is pleased to announce that, on 17 July 2020 (after trading hours), VC Global entered into the JV Agreement with Vast Sea and Success Health, pursuant to which VC Global and Vast Sea have agreed to establish a joint venture vehicle, being Success Health, to carry on and conduct the Business.
A summary of the principal terms of the JV Agreement are set out below.
Date: 17 July 2020 (after trading hours)
Parties: VC Global, Vast Sea and Success Health
To the best knowledge, information and belief of the Directors, having made all reasonable enquires, the ultimate beneficial owners of Vast Sea are Norman Zhennan Lai, Dahang Wei, Ying Wang and Ming Zhao, and Vast Sea and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons (as defined under the Listing Rules) as at the date of this announcement.
Pursuant to the JV Agreement, shares in Success Health will be issued at par of US$1 each to Vast Sea. VC Global and Vast Sea will be interested in 51 shares and 49 shares representing 51% and 49% of the enlarged issued share capital of Success Health respectively.
Business of Success Health
Success Health shall be responsible for conducting, operating, managing and/or developing the Business globally by manufacturing, producing, selling, distributing, marketing, promoting and/or such other relevant aspects of products based on, formulated through or creating out of the Core Ingredients and the Invention (as defined below).
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INFORMATION ON THE GROUP AND VC GLOBAL
The Group is an established financial services group committed to delivering premier financial services and products that fulfil various investment and wealth management needs of clients in the Greater China region. The Group's expertise includes (i) provision of financial services comprising securities, futures and options brokering and dealing, financing services, corporate finance and other advisory services, asset management and insurance brokerage; and (ii) proprietary trading.
VC Global is a direct wholly-owned subsidiary of the Company and a company incorporated in British Virgin Islands with limited liability. Its principal business activity is investment holding.
INFORMATION ON VAST SEA
Vast Sea is a limited liability company incorporated in the State of Maryland, the United States of America. Vast Sea is principally engaged in the biomedical research and development of biotechnology, and in the course of such research and development, engineers of Vast Sea developed a novel compound (the "Core Ingredients").
Invention and patent
Vast Sea has further developed a formula for a dietary supplement (the "AVL-19") which contains the Core Ingredients, Vitamins C, B6, B12, D3, Zinc, L-Arginine and N-Acetyl Cysteine, one delivery mechanism for which is a dissolvable tablet. Vast Sea believe that AVL-19 and the Core Ingredients have the potential to support the human immune system consistent with the benefits associated with dietary supplements (the "Invention").
In June 2020, Vast Sea applied for and obtained a provisional patent registration from the United States Patent and Trademark Office with respect to the Invention, as evidenced by provisional patent registration number 63/041,587 for composition and methods for treating COVID-19 (the "Patent").
THE LICENSE AGREEMENT
On 17 July 2020 (after trading hours), Success Health entered into a license agreement with Vast Sea, pursuant to which Success Health desires to market and sell the Core Ingredients in the form of AVL-19 and develop potential alternative uses and applications for the Core Ingredients while Vast Sea desires for Success Health to have the sole legal right to manufacture, sublicense and market and sell worldwide the Core Ingredients in the form of AVL-19 and to develop potential alternative uses and applications for the Core Ingredients through Success Health and its affiliates (the "License Agreement").
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Pursuant to the License Agreement, Vast Sea, being the sole legal and beneficial owner of the tangible embodiments of the Invention, is ready and willing to license the Patent exclusively to Success Health under and in accordance with the License Agreement.
Sub-licensing right
Success Health shall have the absolute right to enter into sub-licensing agreements under the licensed patent rights with any party as and where Success Health deems fit and appropriate in its sole and absolute discretion free from any interference whatsoever, whether by or of Vast Sea or any third party, for the procedures as defined in the License Agreement or any part thereof.
Sale price
Pursuant to the License Agreement, Success Health and Vast Sea agreed that Vast Sea shall sell each set of Core Ingredients (for the manufacture of 15 tablets of AVL-19) to Success Health at the sale price of cost to Vast Sea or an agreed price, whichever lower. Further, Vast Sea shall only sell the Core Ingredients to Success Health and under no circumstance shall Vast Sea sell any Core Ingredients to any third party without prior written approval of and by Success Health.
REASONS FOR AND BENEFITS OF THE JV AGREEMENT AND THE LICENSE AGREEMENT
As disclosed in the annual report of the Company for the year ended 31 December 2019, the Group's business strategies has remained unchanged, to enlarge revenue base of the Group by strengthening the existing core businesses, tap into new emerging markets with expanded business initiatives and explore business opportunities.
The Directors are of the view that the establishment of Success Health would provide an opportunity for the Group to tap into new market and business and expand its revenue sources. The Directors consider that it is a good timing and opportunity for the Company to entered into the JV Agreement and the License Agreement. The Directors are of the view that the terms of the JV Agreement and the License Agreement are fair and reasonable and is in the interests of the Company and the Shareholders as a whole.
GENERAL
The EGM will be convened for the purpose of considering and, if thought fit, approving the CB Placing Agreement and the transaction contemplated thereunder, including issue of the Convertible Bonds, allotment and issue of the Conversion Shares, and grant of the Specific Mandate. A circular containing, among other things, (i) further details of the CB Placing; and (ii) a notice convening the EGM, will be despatched to the Shareholders on or before 14 August 2020 in compliance with the Listing Rules.
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Shareholders and potential investors of the Company should note that the Share Placing Completion and the CB Placing Closing are subject to the fulfilment of the conditions precedent under the Share Placing Agreement and the CB Placing Agreement. As the Share Placing and the CB Placing may or may not proceed, Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the securities of the Company.
DEFINITIONS
The following terms have the following meanings in this announcement unless the context otherwise requires:
"acting in concert" | has the meaning ascribed thereto in the Takeovers |
Code | |
"associate(s)" | has the meaning ascribed thereto in the Listing |
Rules | |
"Board" | the board of Directors |
"Bondholder(s)" | the person(s) who for the time being is the holder |
of the Convertible Bond(s) with the benefit of and | |
subject to the provisions of the CB Instrument | |
"Business" | the relevant business from the commercial |
application of the Invention | |
"Business Day(s)" | any day (excluding Saturdays, Sundays, public |
holidays and days on which a tropical cyclone | |
warning No. 8 or above or a "black rainstorm | |
warning signal" is hoisted in Hong Kong at any | |
time between 9:00 a.m. and 5:00 p.m.) on which | |
licensed banks generally are open for general | |
banking business in Hong Kong | |
"CB Instrument" | the instrument constituting the Convertible Bonds |
"CB Placing" | the proposed placing of the Convertible Bonds on |
the terms and subject to the conditions set out in | |
the CB Placing Agreement | |
"CB Placing Agreement" | the agreement entered into between the Company |
and the Placing Agent dated 24 July 2020 in | |
respect of the CB Placing | |
"CB Placing Closing" | the completion of the CB Placing |
23
"CB Placing Closing Date" | any Business Day within a period of five Business |
Days following the date on which the conditions | |
precedent of the CB Placing Agreement are | |
fulfilled or, if applicable, waived (or such later | |
date as the Parties may agree) | |
"CB Placing Long Stop Date" | 30 October 2020 (or such later date as may be |
agreed by the Parties in writing) | |
"CB Placing Period" | the one - month period commencing on the |
Business Day immediately after the granting of | |
the Specific Mandate, or such longer period of | |
time as the Parties may otherwise agree in | |
writing, unless terminated earlier pursuant to the | |
terms of the CB Placing Agreement | |
"CB Placing Placee(s)" | any investor who is either a professional or |
institutional investor or other investors selected | |
and procured by or on behalf of the Placing Agent | |
as contemplated by the CB Placing Agreement | |
and is independent as referred to in the CB | |
Placing Agreement, procured by the Placing | |
Agent to subscribe for any of the Convertible | |
Bonds pursuant to the Placing Agent's obligations | |
under the CB Placing Agreement | |
"Company" | Value Convergence Holdings Limited, a company |
incorporated in Hong Kong with limited liability, | |
the shares of which are listed on the Main Board | |
of the Stock Exchange | |
"connected person(s)" | has the meaning ascribed thereto in the Listing |
Rules | |
"Conversion Date" | the date on which the Company receives or is |
deemed to have received a duly completed and | |
executed conversion notice together with the bond | |
certificate(s) of the for the Convertible Bond(s) | |
being converted by a Bondholder pursuant to the | |
CB Instrument or, insofar as is appropriate, the | |
date on which it is automatically triggered under | |
and pursuant to any agreement for or in relation | |
to any subscription of the Convertible Bonds |
24
"Conversion Price" | HK $ 0 . 2 per Conversion Share, subject to |
adjustment pursuant to paragraph headed | |
"Adjustments to the Conversion Price" in this | |
announcement | |
"Conversion Rights" | the rights pursuant to the CB Instrument attaching |
to each Convertible Bond to convert the principal | |
amount or a part thereof into Shares | |
"Conversion Share(s)" | in the case of the Conversion Rights having been |
exercised in full, a maximum of 260,000,000 new | |
Shares to be allotted and issued by the Company | |
pursuant to the terms and conditions contained in | |
the CB Instrument, which, upon conversion of the | |
Convertible Bonds in their entirety, shall | |
represent up to approximately 17.44% of the | |
entire portfolio of issued shares in the Company | |
as enlarged following conversion | |
"Convertible Bonds" | up to HK $ 52,000,000 3 - year zero coupon |
unsecured non-redeemable convertible bonds to | |
be issued by the Company in denomination of | |
HK$500,000 each with the benefit of and subject | |
to the provisions of the CB Instrument | |
"Director(s)" | the director(s) of the Company |
"EGM" | the extraordinary general meeting to be convened |
by the Company to approve, among others, the | |
CB Placing Agreement and the transaction | |
contemplated thereunder and the Specific | |
Mandate | |
"First Issue Date" | the initial date of issue of the Convertible Bonds |
under and pursuant to the CB Instrument | |
"General Mandate" | the general mandate granted by the Shareholders |
to the Directors to allot, issue and deal with not | |
more than 246,190,319 new Shares at the annual | |
general meeting of the Company held on 27 May | |
2020 | |
"Group" | the Company and its subsidiaries |
"Hong Kong" | Hong Kong Special Administrative Region of the |
People's Republic of China |
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"JV Agreement" | the joint venture agreement dated 17 July 2020 |
entered into among VC Global, Vast Sea and | |
Success Health in relation to the formation of | |
Success Health | |
"Listing Committee" | the listing committee appointed by the Stock |
Exchange for considering applications for listing | |
and approving the listing of and dealing with | |
securities on the Stock Exchange | |
"Listing Rules" | the Rules Governing the Listing of Securities on |
the Stock Exchange | |
"Parties" | collectively, the Company and the Placing Agent, |
and individually, a "Party" | |
"Placing Agent" | VC Brokerage Limited, a licensed corporation by |
the SFC to carry out and conduct type 1 (dealing | |
in securities) and type 4 (advising on securities) | |
regulated activities under and pursuant to the SFO | |
"Placing Price" | HK$0.2 per Placing Share |
"Placing Share(s)" | up to 246,000,000 new Shares to be allotted and |
issued by the Company under the General | |
Mandate and pursuant to the Share Placing | |
Agreement on the Share Placing Completion | |
Date, and the Placing Shares shall rank pari passu | |
in all respects with the existing Shares then in | |
issue | |
"SFC" | the Securities and Futures Commission of Hong |
Kong | |
"SFO" | The Securities and Futures Ordinance (Chapter |
571 of the Laws of Hong Kong) | |
"Share(s)" | the ordinary share(s) of the Company |
"Shareholder(s)" | holder(s) of the Share(s) from time to time |
"Share Placing" | the placing of the Placing Shares under and in |
accordance with the Share Placing Agreement |
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"Share Placing Agreement" | the agreement entered into between the Company |
and the Placing Agent dated 24 July 2020 in | |
respect of the Share Placing | |
"Share Placing Closing Date" | any Business Day not later than 31 August 2020, |
being the date on which all the conditions | |
precedent in the Share Placing Agreement have | |
been satisfied or fulfilled, though the Parties may | |
agree in writing to have the Share Placing Closing | |
Date postponed to a subsequent Business Day | |
"Share Placing Completion" | the overall completion of the Share Placing, |
which shall take place on the Share Placing | |
Completion Date | |
"Share Placing Completion | the date of Share Placing Completion, which shall |
Date" | be any Business Day falling within five Business |
Days after the Share Placing Closing Date | |
"Share Placing Period" | the period commencing forthwith upon the |
execution of the Share Placing Agreement and | |
expiring on 14 August 2020 or such later date as | |
the Parties may agree in writing | |
"Share Placing Placee(s)" | any investor who is an individual, institutional or |
professional investor selected and/or procured by | |
or on behalf of the Placing Agent as contemplated | |
by the Share Placing Agreement and is (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, procured | |
by the Placing Agent to subscribe for the Placing | |
Shares pursuant to the Placing Agent's obligations | |
under the Share Placing Agreement | |
"Specific Mandate" | the specific mandate granted to the Board to allot, |
issue and deal with the Conversion Shares at the | |
relevant extraordinary general meeting of the | |
Company to be convened by the Company |
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"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Success Health" | Success Health Global Limited, a company |
incorporated in British Virgin Islands and a | |
wholly-owned subsidiary of VC Global | |
"Takeovers Code" | the Code on Takeovers and Mergers and Share |
Buy-backs published by the SFC | |
"VC Global" | VC Global Investments Limited, a company |
incorporated in British Virgin Islands and a | |
wholly-owned subsidiary of the Company | |
"Vast Sea" | Vast Sea, LLC |
"HK$" | Hong Kong dollars, the lawful currency of Hong |
Kong | |
"US$" | United States dollars, the lawful currency of |
United States of America | |
"%" | per cent. |
By order of the board of | |
Value Convergence Holdings Limited | |
Fu Yiu Man, Peter | |
Chairman & Executive Director | |
Hong Kong, 24 July 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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Value Convergence Holdings Ltd. published this content on 24 July 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 July 2020 12:30:13 UTC