VC Holdings has announced the signing of a placement agreement with a placing agent on July 10, 2026. Under the terms of the agreement, the company intends to offer for subscription, and the agent has agreed to use its best efforts to place and procure subscriptions for, convertible bonds. The agent is required to secure subscriptions from no fewer than six placees for bonds with a maximum aggregate principal amount of HK$41.4 million during the placement period.

Assuming the conversion rights are exercised in full, the company will allot and issue up to 180 million new shares. This would represent approximately 48.51% of the total issued share capital as of the date of the placement agreement, or about 32.66% of the enlarged issued share capital after the allotment and issuance of the 180 million conversion shares, assuming no change in the total issued shares between the agreement date and the full conversion date.

The initial conversion price has been set at HK$0.23 per share. This represents a discount of approximately 19.30% compared to the closing price of HK$0.285 per share on the date of the placement agreement. It also represents a discount of about 22.82% relative to the average closing price of HK$0.298 per share for the five consecutive trading days immediately preceding the agreement date.

Should the placing agent successfully place all the convertible bonds, the total gross proceeds from the placement are expected to reach a maximum of HK$41.4 million.

The company plans to use the estimated net proceeds of approximately HK$40.22 million, after deducting commissions payable to the agent, professional fees, and other related costs, for the following purposes. Approximately HK$17.42 million is earmarked for general working capital, which includes about HK$5.82 million for developing the group's brokerage and financing business segment and around HK$11.60 million for recurring group expenses such as rental, staff remuneration, and other operational costs. The remaining HK$22.80 million is intended for the repayment of group debt.