VC HOLDINGS (00821) has announced that on July 10, 2026, the company entered into a placing agreement with a placing agent. Under this agreement, the company intends to offer the bonds for subscription, and the placing agent has agreed, on a best-efforts basis, to place and secure subscriptions for the convertible bonds according to the terms and conditions set out in the placing agreement. The placing agent is required to secure subscriptions from no fewer than six placees for convertible bonds with a maximum aggregate principal amount of HK$41.4 million during the placing period.

Assuming the conversion rights are fully exercised, the company will allot and issue up to 180 million conversion shares. This represents approximately (i) 48.51% of the total number of existing issued shares as of the date of the placing agreement; and (ii) approximately 32.66% of the total number of issued shares as enlarged by the allotment and issuance of the 180 million conversion shares (assuming no change in the total number of issued shares from the date of the placing agreement until the date of full conversion of the convertible bonds).

The initial conversion price is set at HK$0.23 per share. This represents a discount of approximately 19.30% compared to (i) the closing price of HK$0.285 per share as quoted on the Stock Exchange on the date of the placing agreement; and (ii) a discount of approximately 22.82% compared to the average closing price of HK$0.298 per share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the placing agreement.

Assuming the placing agent successfully places all the convertible bonds, the maximum gross proceeds from the placing will be HK$41.4 million. The company intends to use the net proceeds from the placing, estimated at approximately HK$40.22 million (after deducting commissions payable to the placing agent, professional fees, and other related costs and expenses incurred for the placing), for the following purposes: (A) approximately HK$17.42 million will be used as general working capital, of which: (i) about HK$5.82 million will be allocated for the development of the group's brokerage and financing business segment; and (ii) about HK$11.60 million will be used for the group's recurring expenses, including but not limited to rental costs, salary expenses, and other operational costs; and (B) approximately HK$22.80 million will be used to repay the group's debts.