Value Convergence : SUPPLEMENTAL ANNOUNCEMENT IN RELATION TO (I) PLACING OF NEW SHARES UNDER GENERAL MANDATE; (II) PLACING OF CONVERTIBLE BONDS UNDER SPECIFIC MANDATE; AND (III) VOLUNTARY ANNOUNCEMENT - ENTERING INTO THE JV AGREEMENT AND THE LICENSE AGREEMENT

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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)

SUPPLEMENTAL ANNOUNCEMENT

IN RELATION TO

1. PLACING OF NEW SHARES UNDER GENERAL MANDATE;
2. 1. PLACING OF CONVERTIBLE BONDS

UNDER SPECIFIC MANDATE;

AND

1. VOLUNTARY ANNOUNCEMENT - ENTERING INTO THE JV AGREEMENT
   AND THE LICENSE AGREEMENT

Reference is made to the announcement of Value Convergence Holdings Limited (the "Company") dated 24 July 2020 in relation to the (i) placing of new Shares under General Mandate; (ii) placing of Convertible Bonds under Specific Mandate; and (iii) entering into the JV Agreement and the License Agreement (the "Announcement"). Capitalised terms used herein, unless otherwise defined, shall have the same meanings as those defined in the Announcement.

This announcement is made to provide supplemental information in relation to the Share Placing and the CB Placing.

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THE SHARE PLACING

As disclosed in the Announcement, (i) the Share Placing Period commences 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; and (ii) the Share Placing Closing Date is 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.

The Company and the Placing Agent will finalise the Share Placing on or before 14 August 2020, being 3 weeks from the date of the Share Placing Agreement. The Company is also aware any extension of the Share Placing Period will be treated as a new issue of securities of the Company, and will comply with the relevant Listing Rule requirements.

As disclosed in the Announcement, it is intended that 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 mentioned in the Announcement as to approximately HK$15,000,000. It is expected that the proceeds from the Share Placing in relation to general working capital will be utilised by December 2020.

The Company would also like to clarify that the Share Placing Agreement is not inter-conditional with (i) the CB Placing Agreement; and (ii) the entering into the JV Agreement and License Agreement.

THE CB PLACING

As disclosed in the Announcement, it is intended that the net proceeds of the CB Placing of approximately HK$50,200,000 from the CB Placing for (i) general working capital as to approximately HK$35,200,000, among which as to approximately HK$11,200,000 will be used for provision of margin loan and approximately HK$24,000,000 will be used for money lending business of the Group; and (ii) possible business development in relation to the JV Agreement and the License Agreement as mentioned in the Announcement as to approximately HK$15,000,000. It is expected that the proceeds from the CB Placing in relation to general working capital will be utilised by December 2020.

The Company would also like to clarify that the CB Placing Agreement is not inter-conditional with (i) the Share Placing Agreement; and (ii) the entering into the JV Agreement and License Agreement.

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SHAREHOLDING STRUCTURE

According to the terms of the Share Placing Agreement, the Placing Agent shall use its best endeavours to ensure that no Share Placing Placees shall become a substantial shareholder (as defined in the Listing Rules) of the Company forthwith upon the Share Placing Completion. Also, according to the form of placing letter as set out in the CB Placing Agreement, the CB Placing Placees should confirm that they shall not become a substantial shareholder (as defined in the Listing Rules) of the Company upon the CB Placing Closing. As such, it is expected that none of the Share Placing Placees and the CB Placing Placees will become the substantial shareholder (as defined in the Listing Rules) of the Company immediately upon the Share Placing Completion and/or upon full conversion of the Convertible Bonds upon the CB Placing Closing.

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.

By Order of the Board of

Value Convergence Holdings Limited

Fu Yiu Man, Peter

Chairman & Executive Director

Hong Kong, 29 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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