THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE …...HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE — 100 — 1ST Proof Job > ProJecT LighT Name > 16e2006221 hiSTory DaTe > 2020-06-26

HISTORY, DEVELOPMENT AND CORPORATE STRUCTURE

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1ST Proof ♠ Job > ProJecT LighT ♠ Name > 16e2006221 hiSTory ♠ DaTe > 2020-06-26 (19:07) ♠ (fai)-04(beNNy) ♠ TraNSLaTor > Teamco ♠ SiZe > 210 X 280

THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT.

OVERVIEW

Our Company was incorporated on 3 June 2015 and has been the holding company of our Group since then. Mr. Chu and Mr. Leung, who have over 15 years and 20 years of experience respectively in the financial and wealth management industry, co-founded our Group with their own financial resources. For further background information and industry experience of our founders, please refer to “Directors, Senior Management and Employees”.

We are a financial services provider in Hong Kong which offers a broad range of financial and wealth management services to a growing client base comprising high net worth individuals, corporations and financial institutions. Our business started with the provision of investment and advisory services through our principal subsidiary, namely VS Asia, which obtained a licence from the SFC to conduct Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in December 2015, subject to the conditions that VS Asia (1) should only provide services to professional investors; (2) should not hold client assets; and (3) for Type 1 regulated activity, should only engage in underwriting, sub-underwriting and placing of securities. Since then, we have expanded to provide a broad range of financial and wealth management services to our clients, including sales and advisory services, asset management services and other financial services. For a detailed discussion on our business, please see “Business” in this document.

The following table sets out the key milestones of our business development:

Date Event

January 2014 VS Asia commenced business.

December 2015 VS Asia obtained a licence from the SFC to conduct Type 1, Type 4 and Type 9 regulated activities under the SFO, which was granted on the conditions that VS Asia (1) should only provide services to professional investors; (2) should not hold client assets; and (3) for Type 1 regulated activity, should only engage in underwriting, sub-underwriting and placing of securities.

We secured our first engagement as an investment manager of a fund, which marked the commencement of our asset management business.

March 2016 We obtained a Money Lenders Licence.

May 2016 One of the licensing conditions of the licence granted by the SFC to VS Asia to conduct Type 1, Type 4 and Type 9 regulated activities under the SFO (which previously restricted it to engage in underwriting, sub-underwriting and placing of securities only in respect of Type 1 regulated activity) was uplifted.


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Date Event

We first acted as the Hong Kong marketing agent of an overseas property developer for the launch and sale of a residential property development in Manchester, the United Kingdom, which marked the commencement of our overseas property agency business.

June 2016 We first acted as the corporate insurance agent of a long-term l i fe insurance company and registered with the Insurance Agents Registration Board of The Hong Kong Federation of Insurers, which marked the commencement of our insurance agency business.

We secured our first EAM services engagement with a financial institution and started providing EAM services. For details of our EAM services, please see “Business — Our Business Model and Services — (i) Sales and advisory services — (4) EAM services”.

July 2016 We secured our first placing mandate, pursuant to which we acted as a sub-placing agent of bonds in a total principal amount of HK$100.0 mi l l ion issued by a rea l es tate development company listed on the Stock Exchange. We had undertaken the sub-placing of such bonds of a principal amount of up to HK$90.0 million, which were fully placed out in July 2016.

April 2017 Another licensing condition of the licence granted by the SFC to VS Asia to conduct Type 1, Type 4 and Type 9 regulated activities under the SFO (which previously restricted it to provide services to professional investors only) was uplifted.

June 2017 We opened our Central office and expanded our sales and advisory team and asset management team in the second half of 2017.

October 2017 Our asset management team formed VS Multi-Assets Income Fund, a private open-end fund, and VS Asia was appointed as its investment manager. For details of VS Multi-Assets Income Fund, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (a) VS Multi-Assets Income Fund”.

April 2018 We were appointed as the investment manager of AIC Fund I, a close-end private venture capital fund formed in March 2018. For details of AIC Fund I, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (b) AIC Fund I”.


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Date Event

May 2018 The then remaining licensing condition of the licence granted by SFC to VS Asia to conduct Type 1, Type 4 and Type 9 regulated activities under the SFO (which previously restricted it to not to hold client assets) was uplifted.

September 2018 Our asset management team formed Hexagon Special Opportunities SPC in September 2018. Our Group was appointed as an investment manager and investment advisor of Hexagon Special Opportunities SPC and its segregated portfol ios launched from time to t ime. In September 2018, the first segregated portfolio of Hexagon Special Opportunities SPC, namely Hexagon SP1, was established. The investment objective of Hexagon SP1 was to generate investment return through adopting a mult i-strategy investment in private equity, private funds, bonds, loans and pre-IPO warrants. For details of Hexagon SP1, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.

March 2019 Hexagon SP2 was formed. Hexagon SP2 invests in, among others, securities issued by an eSports organisation which is wholly-owned by Mr. Chu. For details of Hexagon SP2, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.

June 2019 The total AUM of the segregated portfolios of Hexagon Special Opportunities SPC increased to over US$30.0 million (equivalment to HK$234.0 million).

Hexagon SP4 was formed. Hexagon SP4 invests in, among others, securities issued by Oriente, a company principally engaged in the development and operation of FinTech platforms built around mobile technologies to connect consumers to a variety of financial services and growth solutions for merchants in Southeast Asia, the voting rights at general meetings of which were held as to 24.08% (based on the assumption that the existing conversion price of the preferred shares of Oriente in issue equals to the issue price of such preferred shares) by Oriente Finance Founders Limited, which was in turn owned as to 28.78% by Mr. Chu as at the Latest Practicable Date. For details of Hexagon SP4, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.


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Date Event

August 2019 Hexagon SP3 was formed. Hexagon SP3 invests in, among others, a portfolio of venture capital companies in the global alternative proteins industry, including those investing in the research and development of (i) plant-based meat; dairy and eggs; (ii) clean meat, dairy and eggs; and (iii) plant-based proteins. For details of Hexagon SP3, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.

November 2019 AIC Fund I, a fund managed by us as investment manager, reached a total fund size of US$183.8 million (equivalent to HK$1,433.6 million) and was closed in November 2019.

January 2020 Hexagon SP7 was formed. Hexagon SP7 invests in, among others, securities issued by member(s) of a corporate group that is engaged in online advertisement services and cross-border e-commerce businesses (“Investee Group”), which are expected to be converted into shares of the listing vehicle (or its affiliates) in the Investee Group if it shall seek an initial public offering. For details of Hexagon SP7, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.

February 2020 Lever VC Fund was formed. Lever VC Fund mainly invests in the following three categories of companies, which includes (i) plant-based meat, dairy, eggs and related products; (ii) “clean” (cultured) meat, dairy, eggs and related products; and (iii) pure plant-based proteins such as pea, lupin, etc., used as functional ingredients to add protein to packaged goods. For details of Lever VC Fund, please see “Business — Our Business Model and Services — (ii) Asset management services — fund management — (d) Lever VC Fund”.

April 2020 The SFC has granted the approval to VS Asia to manage portfolios that invest in virtual assets (subject to the Licensing Condition).

June 2020 Hexagon SP6 was formed. Hexagon SP6 invests in, among others, fine art. For details of Hexagon SP6, please see “Business — Our Business Model and Services — (ii) Asset management services — Fund management — (c) Hexagon Special Opportunities SPC”.

Lever VC Fund had its first closing.


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CORPORATE DEVELOPMENT

Except for First bridge which is held as to 51% by us, all members of our Group are held as to 100% by our Company. Members of our Group which are material to the performance of our Group during the Track Record Period are set out below:

VS Asia

VS Asia commenced business in January 2014 and is currently principally engaged in Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management, subject to the Licensing Condition) regulated activities under the SFO. VS Asia provides sales and advisory services and asset management services.

VS Asia was incorporated in Hong Kong with limited liability on 13 December 2013 with a then authorised share capital of HK$50,000.0 divided into 50,000 shares of HK$1.0 each. On the same date, one founder member’s share was allotted and issued as fully paid at par to VS Holdings, a company incorporated in the BVI with limited liability and wholly-owned by Mr. Leung. On 26 June 2015, for the purpose of corporate restructuring to the effect that our Company becoming the holding company of our Group, such founder member’s share was transferred to our Company at a consideration of HK$643,911.0. The consideration was determined with reference to the net asset value of VS Asia on 25 June 2015. We enlarged the equity of VS Asia through further subscriptions of four shares of VS Asia at HK$4,999,999.0 in aggregate in June and July 2015. Since 26 June 2015, VS Asia has been a direct wholly-owned subsidiary of our Company.

On 5 December 2019, VS Asia was appointed as the investment manager of Hexagon Special Opportunities SPC to replace VS Capital for the purpose of internal business restructuring and since then, VS Capital has become inactive.

VS Services

VS Services commenced business in November 2015 and is currently principally engaged in the provision of (i) business consulting services, financial advisory services and other financial services such as insurance agency, mortgage referral, fund and tax administration services; and (ii) back office support to our Group. It is registered as a corporate agent in Hong Kong of global insurance companies under The Hong Kong Federation of Insurers.

VS Services was incorporated in Hong Kong with limited liability on 4 October 2013 with a then authorised share capital of HK$50,000.0 divided into 50,000 shares of HK$1.0 each. On the same date, one founder member’s share was allotted and issued at par to BP PE Partners, a company incorporated in the Cayman Islands with limited liability and was wholly-owned by Mr. Chu. On 11 December 2013, as part of the corporate restructuring to the effect that our Company becoming the holding company of our Group, the founder member’s share was transferred at a nominal consideration of HK$1.0 with reference to the then par value of the shares to VS International, a company incorporated in BVI which was then wholly-owned by Able Bravo and wholly-owned by our Company subsequently since 26 June 2015. To support the continued growth and expansion of VS Services, on 28 February 2014, 2,999 new shares of VS Services were allotted and issued as fully paid to VS International at a consideration of HK$2,999,999.0, which was based on the then estimated working capital needs of VS Services. Accordingly, VS Services has been an indirect wholly-owned subsidiary of our Company since 26 June 2015.


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VS International

VS International was incorporated in BVI with limited liability on 5 September 2013 which is authorised to issue a maximum of 50,000 shares of a single class, each with a par value of US$1.0. It is principally engaged in investment holding.

On 19 September 2013, VS International allotted and issued one share to Able Bravo, a company incorporated in the BVI with limited liability and directly owned as to 50% by BP PE Partners and 50% by VS Holdings, at a nominal consideration of US$1.0 with reference to the par value of the share. On 28 February 2014, VS International further allotted and issued 1,332 shares to Able Bravo at a consideration of US$999,999.0, which was based on the then estimated working capital needs of VS International. As part of the corporate restructuring to the effect that our Company becoming the holding company of our Group, on 26 June 2015, Able Bravo transferred 1,333 shares of VS International, being the then entire issued shares of VS International, to our Company at a consideration of HK$7,749,177.0 to set off against the loan due to Able Bravo by our Company. Accordingly, VS International has been a direct wholly-owned subsidiary of our Company since 26 June 2015.

Hexagon Credit

Hexagon Credit commenced business in February 2016. It is a licensed money lender in Hong Kong under the Money Lenders Ordinance and is currently principally engaged in the money lending and related business in Hong Kong.

Hexagon Credit was incorporated in Hong Kong with limited liability on 2 March 2012 with a then authorised share capital of HK$10,000.0 divided into 10,000 shares of HK$1.0 each. On the same date, one founder member’s share was allotted and issued at par to Everbright BlackPine Alpha Limited, a company incorporated in the BVI with limited liability, a company then wholly-owned by Mr. Chu. On 31 January 2013, the founder member’s share was transferred to Mr. Chu at par. On 17 November 2015, as part of the corporate restructuring to the effect that our Company becoming the holding company of our Group, Mr. Chu transferred the founder’s member share to our Company at a nominal consideration of HK$1.0, which was determined with reference to the par value of the shares at the time of the incorporation of Hexagon Credit. Accordingly, since 17 November 2015, Hexagon Credit has been a direct wholly-owned subsidiary of our Company.

Hexagon Partners

Hexagon Partners commenced business in September 2017, which was principally engaged in the provision of financing solution advisory services but has been inactive since November 2018 after novation of its staff to VS Asia for the purpose of internal business restructuring.


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Hexagon Partners was incorporated in Hong Kong with limited liability on 8 June 2017 with one initial share allotted and issued as fully paid at a nominal consideration of HK$1.0 to Mr. Chu, who transferred the said initial share to VS Asia on 11 September 2017 at a consideration of HK$1.0, with reference to the paid up capital of Hexagon Partners, for the purpose of corporate restructuring. On 20 September 2017, 29 new shares of Hexagon Partners were allotted and issued as fully paid to VS Asia at a consideration of HK$300,000.1 and 20 new shares of Hexagon Partners were allotted and issued as fully paid to Zerobridge Holdings Limited, an Independent Third Party, at a consideration of HK$200,000.0 to support the expansion of Hexagon Partners. The consideration of both allotments was determined based on the then estimated working capital needs of Hexagon Partners. On 13 August 2018, Zerobridge Holdings Limited transferred its 20 shares in Hexagon Partners to VS Asia at a consideration of HK$25,459.0, which was determined with reference to the net asset value of Hexagon Partners as at 31 July 2018, for the reorganisation of our Group’s sales and advisory business to the effect that the provision of financing solution advisory services would be carried on by VS Asia. Upon completion of the transfer, Hexagon Partners became an indirect wholly-owned subsidiary of our Company.

VS Migration

VS Migration commenced business in May 2018 and is currently principally engaged in the provision of migration consulting and overseas properties agency services. As at the Latest Practicable Date, our overseas properties agency services were provided through VS Migration.

VS Migration was incorporated in Hong Kong with limited liability on 29 June 2016 with one initial share allotted and issued at a nominal consideration of HK$1.0 to LINKS & Partners, which was incorporated in Hong Kong with limited liability on 22 June 2016 with one initial share allotted and issued as fully paid at a nominal consideration of HK$1.0 to our Company. In order to streamline the then corporate structure of our Group for ease of administration, on 5 August 2016, our Company transferred its founder member’s share in LINKS & Partners, which was a dormant company, to Mr. Chu at a nominal consideration of HK$1.0 with reference to its then net book value. Upon completion of such transfer, our Company ceased to hold any interest in LINKS & Partners and its then wholly-owned subsidiaries, namely, LINKS Capital Securities Limited, LINKS Financial Services Limited, VS International Property and VS Migration, all of which were dormant at that time.

On 12 January 2018, as part of the corporate restructuring, our Company acquired the one initial share of VS Migration from LINKS & Partners at a nominal consideration of HK$1.0 with reference to the paid up capital of VS Migration. Accordingly, VS Migration has been a direct wholly-owned subsidiary of our Company since 12 January 2018.

VS Capital

VS Capital commenced business in November 2018. It was principally engaged in the provision of asset management services until VS Asia replaced VS Capital as the investment manager of Hexagon Special Opportunities SPC on 5 December 2019. VS Capital is currently inactive.


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VS Capital was incorporated on 28 September 2018 in the Cayman Islands under the Companies Law as an exempted company with limited liability with an authorised share capital of US$50,000.0 divided into 50,000 ordinary shares of a nominal value of US$1.0 each. On the date of its incorporation, one fully-paid share was allotted and issued to an initial subscriber, an Independent Third Party, who then transferred the one share to our Company at par on the incorporation day. On the same day, VS Capital allotted and issued 49,999 shares, credited as fully paid, to our Company at par to expand the capital base of VS Capital. Accordingly, VS Capital has been a direct wholly-owned subsidiary of our Company since its incorporation date.

Our Company

Our Company was incorporated on 3 June 2015 in the Cayman Islands under the Companies Law as an exempted company with limited liability, which is an investment holding company. At the time of its incorporation, the initial authorised share capital of our Company was US$50,000.0 divided into 50,000 shares of a nominal value of US$1.0 each. On the date of its incorporation, one fully-paid share was allotted and issued to an initial subscriber, an Independent Third Party, who then transferred that one share to Able Bravo at par on the same day.

Able Bravo is a company incorporated in the BVI with limited liability and is directly owned as to 50% by BP PE Partners and 50% by VS Holdings. Our Company was registered as a non-Hong Kong company in Hong Kong under Part 16 of the Companies Ordinance on 25 April 2017.

On 8 March 2019, the authorised share capital of our Company was increased by HK$380,000.0 by the creation of 38,000,000 Shares with a par value of HK$0.01 each. Following that, our Company allotted and issued 780 fully paid Shares to Able Bravo at the subscription price of HK$0.01 per Share (“AB Issue”) and our Company repurchased the one existing issued share of a par value of US$1.0 each in the share capital of our Company in issue immediately prior to the increase of authorised share capital as referred to above at a price of US$1.0, which shall be paid out of the proceeds of the AB Issue, and that one existing share was accordingly cancelled. Thereafter, the authorised but unissued share capital of our Company was diminished by the cancellation of all the 50,000 unissued shares of a par value of US$1.0 each in the share capital of our Company and as a result, our Company had an authorised share capital of HK$380,000.0 divided into 38,000,000 Shares of HK$0.01 each.

On 24 April 2019, our Company allotted and issued additional 9,220 Shares, credited as fully paid, to Able Bravo at par to increase the total issued share capital of our Company in contemplation of the [REDACTED] Investment.

On 3 May 2019, our Company allotted and issued 525 Shares to the [REDACTED] Investor at a consideration of HK$21.0 million pursuant to the [REDACTED] Subscription Agreement, further details of which are set out in “History, Development and Corporate Structure — [REDACTED] Investment” below.

Each of the share transfers as mentioned above in “History, Development and Corporate Structure — Corporate Development” has been properly and legally completed and settled.


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[REDACTED] INVESTMENT

The [REDACTED] Subscription Agreement

On 26 April 2019, our Company entered into the [REDACTED] Subscription Agreement (as amended and supplemented by the supplemental agreement dated 26 July 2019) with the [REDACTED] Investor, an Independent Third Party, pursuant to which the [REDACTED] Investor subscribed for 525 Shares (“[REDACTED] Subscription Shares”), representing approximately 4.99% of the issued share capital of our Company as enlarged by the allotment and issue of the [REDACTED] Subscription Shares, at a consideration of HK$21.0 million. Completion of the [REDACTED] Investment took place and the [REDACTED] Subscription Shares were allotted and issued to the [REDACTED] Investor on 3 May 2019.

The table below sets out the major terms of the [REDACTED] Investment:

Date of the [REDACTED] Subscription Agreement

: 26 April 2019

Name of the [REDACTED] Investor

: YZCapital Holdings Limited

Number of [REDACTED] Subscription Shares

: 525 Shares

Consideration paid : HK$21.0 million

Date of payment of consideration

: 2 May 2019

Completion date : 3 May 2019

Cost per Share paid (Note 1) : approximately HK$[REDACTED]

[REDACTED] of the [REDACTED] (Note 2)

: [REDACTED]%

Approximate percentage of shareholding held in our Company upon [REDACTED] (Note 3)

: [REDACTED]%

Basis of determination of the consideration

: Based on arm’s length negotiat ion between the [REDACTED] Investor and our Company with r e f e r e n c e t o t h e p r i c e - t o - e a r n i n g s m u l t i p l e o f approximately 13 times of the net profit based on the then management accounts of our Group for the year ended 31 December 2018 and the long term business prospect of our Group

Adjustment to consideration : Nil


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Public float : As the [ R E D A C T E D ] Inves tor ho lds l e s s than [REDACTED]% of the total issued share capital of our Company immediately upon [REDACTED] , accordingly, the Shares held by the [REDACTED] Investor will be part of the public float.

Use of proceeds : The net proceeds from the [REDACTED] Investment after deducting the costs and expenses incurred by our Company in connection with the [REDACTED] Investment have been applied as follows: (a) as general working capital of our Group; (b) for the settlement of [REDACTED] expenses for the [REDACTED]; and (c) for proprietary investments in loans and the funds managed by our Group. As at the Latest Practicable Date , the net proceeds from the [REDACTED] Investment have been fully utilised.

Strategic benefits from the [REDACTED] Investment:

: The [REDACTED] Investor provided addit ional capital and introduced new customers to our Group. It has helped and will help our Group in the business development and promotion of our Group in Mainland China. For details, please refer to “Business — Our Business Strategies — Expand our client base and sales networks — (ii) Establish new sales networks in Mainland China”.

Lock-up : Under the [REDACTED] Subscription Agreement, save for any transfer with the prior consent of our Company or Able Bravo and (for the period after the [REDACTED]) the Stock Exchange (if required), at any time during the period commencing from 3 May 2019 and ending on the date which is the last day of the sixth month from [REDACTED] , the [REDACTED] Investor and its ultimate beneficial owners shal l not dispose of , nor enter into any agreement to dispose of or otherwise create any options, rights, interests or encumbrances in respect of, any of the Shares beneficially owned (directly or indirectly) by the [REDACTED] Investor.

Special rights and other terms : Nil

Notes:

1. For illustration purpose only, assuming that the [REDACTED] and the [REDACTED] are completed, but without taking into account the exercise of the [REDACTED] and any options which may be granted under the Share Option Scheme.

2. For illustration purpose only, calculated based on the [REDACTED] of HK$[REDACTED], being the midpoint of the indicative [REDACTED] of HK$[REDACTED] to HK$[REDACTED] per [REDACTED].

3. Calculated based on the Shares to be held by the [REDACTED] Investor upon completion of the [REDACTED] and the [REDACTED] (without taking into account any Shares which may be issued upon the exercise of the [REDACTED] or any options granted under the Share Option Scheme).


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Background of the [REDACTED] Investor

The [REDACTED] Investor is an investment holding company incorporated in Hong Kong with limited liability and was incorporated for the purpose of the [REDACTED] Investment. The [REDACTED] Investor was legally and beneficially wholly owned by Mr. Zheng Yangjie immediately after completion of the [REDACTED] Investment. On 27 May 2019, the entire issued share capital of the [REDACTED] Investor was transferred from Mr. Zheng Yangjie to YZCapital Investment Limited which was then legally and beneficially wholly owned by Mr. Zheng Yangjie. With effect from 13 June 2019, YZCapital Investment Limited has been legally and beneficially owned as to (i) approximately 43.67% by Mr. Zheng Yangjie; (ii) approximately 23.79% by Mr. Zheng Kaiping, father-in-law of Mr. Zheng Yangjie; (iii) approximately 11.89% and 11.89% by Mr. Bai Xiaopu and Mr. Cai Tsz Yeung, respectively; (iv) approximately 8.73% by two individuals, being Independent Third Parties, each of whom holding less than 5%; and (v) approximately 0.03% by China Navigator International Limited, which is owned as to 22.50% by Mr. Zheng Yangjie and 77.50% by Mr. Zheng Ronglu, father of Mr. Zheng Yangjie. Except for the one issued share held by China Navigator International Limited which carries voting right, all the other issued shares in YZCapital Investment Limited do not carry any voting right. Mr. Zheng Yangjie, the largest ultimate beneficial owner of the [REDACTED] Investor, has extensive experience in the financial industry. He worked in a number of financial institutions for over 10 years. Mr. Zheng Yangjie was licensed to carry out Types 1, 4 and 9 regulated activities under the SFO and acted as a Licensed Representative accredited to various financial institutions, including GF Securities (Hong Kong) Brokerage Limited, China Life Franklin Asset Management Co., Limited and GF International Investment Management Limited during June 2009 to June 2018. He was also approved as a Responsible Officer under the SFO to supervise the Types 1 and 4 regulated activities of GF International Investment Management Limited during January 2018 to June 2018. In 2018, Mr. Zheng Yangjie started assisting his family in making investments.

To the best knowledge and belief of our Directors, save for the [REDACTED] Investment, the [REDACTED] Investor and its ultimate beneficial owners are Independent Third Parties, and did not have any past or present relationship (including but not limited to, family, business or employment relationship) with our Group, Directors, senior management, or Shareholders or any of their respective associates.

The Sole Sponsor has confirmed that the [REDACTED] Investment is in compliance with the Interim Guidance on [REDACTED] Investment issued in January 2012 and updated in March 2017 by the Stock Exchange and the Guidance Letter HKEx-GL43-12 issued in October 2012 and updated in July 2013 and March 2017 by the Stock Exchange based on their review of relevant documents.


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THE GROUP AND SHAREHOLDING STRUCTURE

Group structure before the [REDACTED] Investment and before completion of the [REDACTED] and the [REDACTED]

We did not undergo any reorganisation for the purpose of the [REDACTED] prior to the completion of the [REDACTED] and the [REDACTED].

The following diagram sets out the shareholding and corporate structure of our Group immediately before the [REDACTED] Investment and before completion of the [REDACTED] and the [REDACTED]:

Mr. Chu

BP PE Partners(Cayman Islands)

VS Asia2

(Hong Kong)

Hexagon Partners3

(Hong Kong)VS Services4

(Hong Kong)

VS Culture5

(Hong Kong)

VS International1

(BVI)

VS InternationalProperty8

(Hong Kong)VS Migration9

(Hong Kong)First Bridge10

(Hong Kong)VS Capital6

(Cayman Islands)Hexagon Credit7

(Hong Kong)

Able Bravo(BVI)

Company1

(Cayman Islands)

VS Holdings(BVI)

Mr. Leung

50% 50%

100%100%

100% 100%

100% 100%

100%

100% 100%

100%

100% 100% 51%

Notes:

1. Principally engaged in investment holding.

2. Principally engaged in Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management, subject to the Licensing Condition) regulated activities under the SFO.

3. Principally engaged in the provision of financing solution advisory services (inactive since November 2018).

4. Principally engaged in the provision of (i) business consulting services, financial advisory services and other financial services such as insurance agency, mortgage referral, fund and tax administration services; and (ii) back office support to our Group.

5. Currently inactive.

6. Principally engaged in the provision of asset management services but currently inactive.

7. Principally engaged in the money lending and related business.

8. Holder of an estate agent’s licence granted by the Estate Agents Authority under the EAO (Chapter 511 of the Laws of Hong Kong) but currently inactive.


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9. Principally engaged in the provision of migration consulting and overseas properties agency services.

10. Principally engaged in the provision of consulting services that focus on advising institutional clients on asset allocation and investment performance evaluation methodology and strategy. 49% of the equity interests in First Bridge are held by Mr. Huh Yong Hak. Save that he is a substantial shareholder and the sole director of First Bridge, he is independent of and not connected with any of the connected persons of our Company or any of our subsidiaries or any of their respective associates.

Group structure after the [REDACTED] Investment but before completion of the [REDACTED] and the [REDACTED]

The following diagram sets out the shareholding and corporate structure of our Group immediately after the [REDACTED] Investment but before completion of the [REDACTED] and the [REDACTED]:

Mr. Chu

BP PE Partners1

(Cayman Islands)

[REDACTED] Investor11

(Hong Kong)

VS Asia2

(Hong Kong)

Hexagon Partners3

(Hong Kong)

VS Services4

(Hong Kong)

VS Culture5

(Hong Kong)

VS International1

(BVI)

VS InternationalProperty8

(Hong Kong)VS Migration9

(Hong Kong)First Bridge10



(Hong Kong)

Able Bravo1

(BVI)

Company1

(Cayman Islands)

VS Holdings1

(BVI)

Mr. Leung

4.99%

50% 50%

95.01%

100%100%

100% 100%

100% 100%

100%

100% 100% 100% 100% 51%

Notes:










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11. The [REDACTED] Investor was legally and beneficially wholly owned by Mr. Zheng Yangjie immediately after completion of the [REDACTED] Investment. On 27 May 2019, the entire issued share capital of the [REDACTED] Investor was transferred from Mr. Zheng Yangjie to YZCapital Investment Limited which was then legally and beneficially wholly owned by Mr. Zheng Yangjie. With effect from 13 June 2019, YZCapital Investment Limited was legally and beneficially owned as to (i) approximately 43.67% by Mr. Zheng Yangjie; (ii) approximately 23.79% by Mr. Zheng Kaiping, father-in-law of Mr. Zheng Yangjie; (iii) approximately 11.89% and 11.89% by Mr. Bai Xiaopu and Mr. Cai Tsz Yeung, respectively; (iv) approximately 8.73% by two individuals, being Independent Third Parties, each of whom holding less than 5%; and (v) approximately 0.03% by China Navigator International Limited, which is owned as to 22.50% by Mr. Zheng Yangjie and 77.50% by Mr. Zheng Ronglu, father of Mr. Zheng Yangjie. Except for the one issued share held by China Navigator International Limited in YZCapital Investment Limited which carries voting right, all the other issued shares in YZCapital Investment Limited do not carry any voting right.

Group structure upon completion of the [REDACTED] and the [REDACTED]

Prior to the [REDACTED], our Company will undertake the [REDACTED], the details of which are set out in “A. Further Information about our Company and the subsidiaries of our Company — 4. Resolutions in writing of our Shareholders passed on [•••]” in Appendix IV.

The following diagram illustrates the shareholding and corporate structure of our Group upon completion of the [REDACTED] (assuming no exercise of the [REDACTED]) and the [REDACTED]:

Mr. Chu

BP PE Partners1

(Cayman Islands)

Other publicshareholders

[REDACTED] Investor11

(Hong Kong)

VS Asia2

(Hong Kong)

Hexagon Partners3

(Hong Kong)

VS Services4

(Hong Kong)

VS Culture5

(Hong Kong)

VS International1

(BVI)VS International

Property5

(Hong Kong)

VS Migration9

(Hong Kong) First Bridge10



(Hong Kong)

Able Bravo1

(BVI)

Company1

(Cayman Islands)

VS Holdings1

(BVI)

Mr. Leung

[REDACTED] [REDACTED]

50% 50%

[REDACTED]

100%100%

100% 100%

100% 100%

100%

100% 100% 100% 100% 51%


— 113 —



Notes:











11. The [REDACTED] Investor was legally and beneficially wholly owned by Mr. Zheng Yangjie immediately after completion of the [REDACTED] Investment. On 27 May 2019, the entire issued share capital of the [REDACTED] Investor was transferred from Mr. Zheng Yangjie to YZCapital Investment Limited which was then legally and beneficially wholly owned by Mr. Zheng Yangjie. With effect from 13 June 2019, YZCapital Investment Limited has been legally and beneficially owned as to (i) approximately 43.67% by Mr. Zheng Yangjie; (ii) approximately 23.79% by Mr. Zheng Kaiping, father-in-law of Mr. Zheng Yangjie; (iii) approximately 11.89% and 11.89% by Mr. Bai Xiaopu and Mr. Cai Tsz Yeung, respectively; (iv) approximately 8.73% by two individuals, being Independent Third Parties, each of whom holding less than 5%; and (v) approximately 0.03% by China Navigator International Limited, which is owned as to 22.50% by Mr. Zheng Yangjie and 77.50% by Mr. Zheng Ronglu, father of Mr. Zheng Yangjie. Except for the one issued share held by China Navigator International Limited in YZCapital Investment Limited which carries voting right, all the other issued shares in YZCapital Investment Limited do not carry any voting right.

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