Value Convergence : SUPPLEMENTAL ANNOUNCEMENT - REGARDING THE MAJOR TRANSACTION IN RELATION TO DISPOSAL OF THE RELEVANT CONVERTIBLE BONDS BY EXERCISING THE PUT OPTION

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

Website: http://www.vcgroup.com.hk

(Stock Code: 821)

SUPPLEMENTAL ANNOUNCEMENT

REGARDING THE MAJOR TRANSACTION

IN RELATION TO

DISPOSAL OF THE RELEVANT CONVERTIBLE

BONDS BY EXERCISING THE PUT OPTION

References are made to the announcement of the Company dated 24 January 2020 and the circular of the Company dated 3 March 2020 (the "Circular") in relation to, among other things, the Disposal. Unless otherwise defined, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The Company wishes to clarify that in the section headed "STATEMENT OF INDEBTEDNESS" of the Circular on page I-1 should be revised and read as follows with the changes duly underlined:

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 January 2020, being the latest practicable date for the purpose of our indebtedness statement, the indebtedness of the Group was as follows:

Borrowings and banking facilities

As at 31 January 2020, the Group held convertible bonds of principal amount of approximately HK$33 million and interest payable of approximately HK$1.4 million which is owed to the bondholders. The amount was unsecured and unguaranteed.

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Lease liabilities

As at 31 January 2020, the Group had current and non-current lease liabilities of approximately HK$3.8 million and HK$6.7 million respectively.

Save as the above, the Group did not have any material

1. debt securities or terms loans;
2. borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances or acceptance credits or hire purchase commitments;
3. mortgages or charges; and
4. contingent liabilities or guarantees.

There is no material change to the Circular, the amendments set out above does not affect other information contained in the Circular and the contents of the Circular remain unchanged.

By Order of the Board of

Value Convergence Holdings Limited

Fu Yiu Man, Peter

Chairman & Executive Director

Hong Kong, 3 March 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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