Vertex Technology Acquisition Corporation Ltd
Company Presentation – Proposed Business Combination

November 15, 2023

Disclaimer
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The information in this presentation is a summary only and does not purport to contain all the information that may be required to evaluate any potential transaction. This presentation is not intended for potential investors and does not constitute (i) an invitation,
recommendation or offer to acquire, purchase or subscribe for shares (“Shares”) or warrants (“Warrants”) or any other security of Vertex Technology Acquisition Corporation Ltd (“VTAC”) or the prospective target 17LIVE Inc. ("Target") in any jurisdiction or (ii) solicitationof a proxy, consent or authorization with respect to any Shares, Warrants or any other security of VTAC or the Target or in respect of the prospective transaction, nor shall this presentation or any part of it form the basis of or be relied on in connection with or induce toenter any contract or commitment or any investment decision whatsoever. The information and views expressed in this presentation are based on, and qualified in their entirety by information in the shareholders' circular issued by VTAC in connection with the potential
transaction, as well as any announcements or public statements released by VTAC or the Target from time to time.
This presentation is for information purposes only and does not constitute a recommendation regarding the Shares or Warrants or any security of VTAC or the Target. The statements contained herein are of a preliminary nature, and speak only as at the date as of which
they are made, and each of VTAC, the Target as well as DBS Bank Ltd. and UBS AG, Singapore Branch (collectively, the "Joint Financial Advisers"), expressly disclaim any obligation or undertaking to supplement, amend or disseminate any updates or revisions to any
statements contained herein to reflect any change in events, conditions or circumstances on which any such statements are based. None of VTAC, the Target, the Joint Financial Advisers, or advisors retained by VTAC or the Target, nor any of their respective
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endorsed. No representation or warranty, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of, the information or opinions contained herein or otherwise made available or as to thereasonableness of any assumption contained herein or therein. None of VTAC, the Target, the Joint Financial Advisers, nor any of their respective shareholders, holding companies, subsidiaries, associated undertakings, controlling persons or affiliates, commissioners,
directors, officers, partners, employees, agents, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for, nor accept responsibility for, any loss or damage howsoever arising, whether directly or indirectly, from any use, reliance or
distribution of this presentation or its contents or any errors or omissions in its contents, or otherwise arising in connection with this presentation. It is not the intention to provide, and you may not rely on these materials as providing, a complete or comprehensive
analysis of VTAC and/or the Target’s financial or trading position or prospects, whether singly or jointly, or the merits of the potential transaction. The information and opinions contained in these materials are provided as at the date of this presentation and are subject tochange without notice and may not contain all material information concerning VTAC and/or the Target. None of the Joint Financial Advisers or their affiliates has independently verified, approved or endorsed the material herein. Any potential information could be madeavailable to you in accordance with applicable laws and regulations, including the distribution of any required documents for such potential transaction and such documents may supersede all prior information provided to you, herein or otherwise.
The Joint Financial Advisers directly and/or through their affiliates, are acting for VTAC and not the recipient of this document, and the receipt of this document by any recipient is not to be taken as the giving of investment advice by the Joint Financial Advisers or theiraffiliates to that recipient, nor to constitute such person a customer or client of the Joint Financial Advisers or their affiliates. Accordingly, none of the Joint Financial Advisers or their affiliates will be responsible in any manner whatsoever to the recipient for, including but
not limited to, providing protections afforded to its customers or clients or advising the recipient in relation to any potential transaction.
You acknowledge that you do not intend, and none of VTAC, the Target or the Joint Financial Advisers intends, that any of VTAC, the Target or the Joint Financial Advisers act or be responsible as a fiduciary to yourself, or if an entity, to your management, stockholders,
creditors or any other person. By receiving this presentation, you expressly acknowledge and agree that each of VTAC, the Target and the Joint Financial Advisers disclaim any fiduciary relationship to you and that you are responsible for making your own independentjudgment with respect to VTAC, the Target and any other matters contained in or related to this presentation.
Nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information and opinions
contained herein. Further, nothing in this presentation should be construed as constituting legal, business, tax or financial advice.
The information contained in this presentation includes historical information about and relevant to VTAC and the Target that should not be regarded as an indication of the future performance or results of VTAC or the Target. Past performance of VTAC or the Target is
not necessarily indicative of future performance of VTAC or the Target. This presentation contains forward-looking statements that may be identified by their use of words like "plans", "expects", "will", "anticipates", "believes", "intends", "depends" "projects", "estimates"or other words of similar meaning and that involve assumptions, risks and uncertainties. All statements that address expectations or projections about the future, including those relating to the consummation of an initial business combination and the investment strategy
of VTAC or the Target, and all statements other than statements of historical facts included in this presentation, are forward-looking statements. Such forward-looking statements reflect the respective current views of each of VTAC and the Target with respect to future
events and are not a guarantee of future performance. These statements are based on the respective beliefs and assumptions of VTAC and the Target, which in turn are based on currently available information. Although each of VTAC and the Target believes that theassumptions upon which their respective forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. No assurance or guarantee isgiven that these assumptions and expectations are accurate or will be realised. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of factors, many of which are beyond
VTAC’s or the Target’s control, including, amongst others, VTAC’s ability to obtain the required shareholder approvals at an extraordinary general meeting to be convened and/or other applicable approvals, VTAC and the Target’s ability to consummate its initialbusiness combination for any reason whatsoever, including due to material adverse changes to the business operations of the Target, VTAC’s or the Target’s success in retaining or recruiting, or changes required in, its executive officers, key employees or directors
following its initial business combination, VTAC’s management team and officers allocating their time to other businesses and potentially having conflicts of interest with VTAC’s business or in approving VTAC’s initial business combination, VTAC’s ability to obtain
additional financing to complete its initial business combination or ensuring a minimum cash balance in its escrow account, the Target’s ability to complete its restructuring or rectification of material diligence issues identified prior to completion, and the liquidity andtrading of VTAC’s securities. Due to these factors, you are cautioned not to place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for VTAC or the Target to predict these events or how
they may affect VTAC or the Target. Neither VTAC nor the Target, nor their respective subsidiaries, affiliates, legal advisors, financial advisors or agents assumes any obligation to update, amend, modify or revise any forward-looking statements, or to provide any
additional information to reflect information, developments, events or circumstances that arise or occur, or that VTAC or the Target becomes aware of, after the date hereof. You should conduct your own independent analysis of VTAC and the Target, including
consulting your own independent legal, business, tax and financial advisers and other advisers in order to make an independent determination of the suitability, merits and consequences of investment in VTAC or the Target.
This presentation also contains certain statistical data and analyses (the "Statistical Information") which have been prepared in reliance upon information furnished by VTAC, the Target and/or other sources. Numerous assumptions were used in preparing the Statistical
Information, which assumptions may or may not appear herein. As such, neither VTAC nor the Target makes any representation, express or implied, as to the accuracy, appropriateness or completeness of the Statistical Information in any particular context, nor as towhether the Statistical Information and/or assumptions upon which they are based reflect present market conditions or future market performance.
This presentation also includes references to non-IFRS financial measures, such as the Target’s adjusted EBITDA for FY2020, FY2021, FY2022, 1H FY2022 and 1H FY2023. Such non-IFRS measures should be considered only as supplemental to, and not as superior
to, financial measures prepared in accordance with IFRS. VTAC and the Target believe these non-IFRS measures of financial results provide useful information regarding certain financial and business trends relating to the Target’s financial condition and results ofoperations. VTAC and the Target believes that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Target’s financial measures with other similar
companies in the same industry. Neither VTAC nor the Target consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. These non-IFRS financial measures are subject to inherent limitations as theyreflect the exercise of judgment by management of the Target about which accounting items are excluded or included in determining these non-IFRS measures.
This presentation does not constitute a prospectus, offering circular or other offering memorandum in whole or in part. This presentation does not form part of and should not be construed as an offer or invitation to sell or issue or the solicitation of an offer or invitation tobuy or subscribe for, or any offer to underwrite or otherwise acquire any securities of VTAC or the Target, or any other securities, in any jurisdiction or as an inducement to enter into investment activity. Any offer, solicitation or invitation to acquire Shares, Warrants or
any securities of VTAC or the Target will be made pursuant to, and in accordance with, the conditions of applicable exemptions to any relevant securities laws and regulations (including the Securities and Futures Act 2001 of Singapore and shall be subject to terms tobe agreed. This presentation has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. This presentation may not be forwarded or distributed to any other person and may not be copied or reproduced in any manner. Any
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This presentation is not investment or financial advice, a recommendation, guidance or proposal to (i) acquire any securities of VTAC or the Target or (ii) to enter into any sort of transaction whatsoever.
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No portion of these materials constitutes or forms part of an offer to sell or issue, or a solicitation or invitation of an offer to buy or subscribe for, any securities in the United States, its territories or possessions or in any other jurisdiction.
Any securities which are the subject of such offer have not been, and will not be, registered under the United States Securities Act 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction, and may not be
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Confidential I

1

Today’s presenters

Joseph Jiexian PhuaAlex Chien-Lin Lien

Chairman and Co-FounderGroup Chief Executive Officer

Honghui Jiang
Executive Director,
Chief Executive Officer of VTAC

Jing Shen Ng

Kenta Masuda

Co-Founder, Group Chief
Technology Officer

Group Chief Financial Officer

Confidential I

2

Creating long-term shareholder value

Deep domain expertise
within its ecosystem

Leading live streaming
ecosystem

Deep localised
knowledge and global
network

Leveraging live
streaming corecapabilities

Established trackrecord of notable
investments

Scalable businessmodel with sustainablegrowth and profitability

Note:

The issuance and allotment of the Consideration Shares, the Earnout Shares, the EIS Shares, the ESOP Shares, the PIPE Shares and the Special Bonus Shares issubject to, inter alia, the receipt of the in-principle approval from the SGX-ST for the listing and quotation. An approval-in-principle has been obtained for the listing of,dealing in and quotation for the Consideration Shares, the Earnout Shares, the EIS Shares, the ESOP Shares and the Special Bonus Shares on the Main Board of Confidential
the SGX-ST, while the application for the listing of, dealing in and quotation for the PIPE Shares on the Main Board of the SGX-ST will be submitted in due course.

I

3

S E C T I O NCompany overview

4

EMPOWER HUMANCONNECTIONSFirst pure-play live-streaming platform
to be publicly listed on SGX
Confidential I

5

1

Quality & diversity

2

Proven3

Engaged eco-system

4

Growing~87k

Discover, nurture, and promote

Contracted
streamers globally1high quality streamers and diversified
streamer content

Leader in live streaming platform in Japan and Taiwan combined2
With expansion plans in Southeast Asia and USA~93 min

Online + offline

Avg. Daily View Duration Per DAU3

Immersive experience

Tech-enabled

V-Livers

5

Games

New businessinitiatives that contributes
to profitability growthProfitable

(1)
(2)
(3)

As of 30 June 2023.
By 2022 revenue among pure-play interactive video streaming players.
Average for 1H FY2023.

Live commerce

Adjusted EBITDA positivesince 2020

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Leading live streaming platform
in Japan and Taiwan combined1

Livestreaming: real-time usergenerated videos

Streamers to interact with theiraudience live via live chat or games,
creating high-quality content

Established ecosystem withengaging users and streamers

岸田直樹 🌻 Naoking(1)楊淨宇 👼 Angel#1 in Japan and Taiwan combined by 2022 revenue among pure-play interactive video streaming players, according to Frost & Sullivan.

Confidential I

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Diversified and premium live streaming content
offerings
Diversified content offering
Music

Games

Education

FashionLocalised content
Local entertainment veterans

Local top stars

Art

Chatting

Handcrafting

Fortunetelling

Lifestyle

Cooking

Exclusive premium content
Celebrity live streaming

In-house developed shows

Confidential I

8Immersive online and offline experiences
ONLINE

Event banner

Event leaderboard

Online event marketing & online competitions

OFFLINE

Offline finales

Multiple offline events to engage users

Confidential I

9Self-reinforcing ecosystem to create unique value

V-LiverLive streaming

~550k

~87k

Total MAUs1

Contracted Streamers2

In-app
Games

(1)
(2)

Average for 1H FY2023.
As of 30 June 2023.

Live
Commerce

Confidential I 10

Multiple monetisation strategies

Buy virtual
pointsUsers

Send gifts
to show
appreciation

Buy
goods

Live
streaming(gifting)

Live
Commerce

Revenueshare

Streamers / V-Livers

Revenue
share

Purchase in-gamevirtual items

Games

Confidential I 11

Diversified growth drivers: V-Liver

2

1

Organic V-Livers

V-Liver opportunityJapan(By total revenue, US$mn)

Strong growth
momentum in
V-Liver business1
Rapidly growing
V-Liver community
~2k

6.5x

V-LiverMAS

YoY
increase

3,865
Murayuki
Self-grown organic V-Liver since Nov 2018+41.2%
2023-27F
CAGR

3Proprietary V-Liver IPs

Expanding
17LIVE fan community
~75k

2.1x

V-Liver
MAU

YoY
increase

973

2023F

Rapid growth of
V-Liver engagement

2027F

BUSHILIVE
5 proprietary V-Liver IPs introduced in Jul 2023

Source:(1)Company information, Frost & Sullivan analysis.
Average MAS, MAU, and monthly spenders for 2Q 2023. Increase indicates YoY increase compared with 2Q 2022.

~30k

2.7x

V-Liver
spenders

YoY
increase

Confidential I 12

Diversified growth drivers: Large and growing total
addressable market
Rapidly growing total addressable market1
Key drivers of media &entertainment industry
Live commerce
US$6.1bn (2027F)+ 22.7% (2023-2027F) - Taiwan+ 43.6% (2023-2027F) - Japan

Increasing digital natives

Rise of digital media platforms
leading to a positive viewing
experience with technology

V-Liver
US$3.9bn (2027F)+ 41.2% (2023-2027F) - Japan

Increasing awareness globallytowards the Asia market

Live streaming

Emergence of popular artists
using social media platforms

US$7.8bn (2027F)+ 11.2% (2023-2027F) - Taiwan+ 22.0% (2023-2027F) - Japan+ 19.2% (2023-2027F) - SEA

Live streaming and gaming
industry – major growth driversof media and entertainment

Source:(1)

Frost & Sullivan analysis.
Total addressable market for Live commerce relates to Japan and Taiwan, V-Liver relates to Japan, and Live streaming relates to Japan, Taiwan andSoutheast Asia (including Indonesia, Malaysia, Singapore, Philippines and Thailand).

Confidential I 13

Diversified growth drivers: Geographic expansion

USA#1 in Japan
Hong Kong

Thailandand Taiwan1
Philippines
Live streaming market size in Southeast Asia
(By total revenue, US$mn)

Malaysia+19.2%
2023-27F
CAGR

Singapore
Indonesia

Core markets
Source:
(1)

2,161

1,072

Other growth markets

2023F

Frost & Sullivan analysis.
#1 in Japan and Taiwan combined by 2022 revenue among pure-play interactive video streaming players, according to Frost & Sullivan.

2027F

Confidential I 14

S E C T I O NFinancial overview

15

Profitable, and proven ability to monetize the highquality user baseLarge user and streamer baseStrong user engagement

Proven business model~550k~93 min

US$363.7mn

Total MAU1

Avg. Daily View Duration Per DAU1

2022A Revenue

Spenders

~87k

16.1%

Contracted streamers2

(1)
(2)
(3)

of MAU1

US$15.9mn
2022A Adjusted EBITDA3

Average for 1H FY2023.
As of 30 June 2023.
The Target Group defines EBITDA as operating income before depreciation and Adjusted EBITDA as EBITDA net of share-based payment andamortisation.

Confidential I 16

Key Financials
Target Group intentionally shifted its strategy to focus on profitability and return on user
acquisition
Increase in
Quality MAU

Increase in
Spend Rate

Quality MAU1

ARPPU and Spend Rate

% Quality MAU

US$

15%

14%

Generate strong cash
flows and drive new initiatives
17LIVE Group Adjusted EBITDA2
Spend Rate

400

35
24%

14%

13%

Adjusted EBITDA Margin

33.3

25%

350

10.4%

30

12%

12%

20%

300

11%

25

11%

18%
9%

250

8%

8%

18%

15%

8.1%
20

15%

7%

8%

17%
15%

9%

17.4

13%

200

15.9

150

5%

5%

8%

4.4%

9%

8%

4%

4%

10%
3.5%

10

100

3%
2%

2.2%

2%

1%

4.3
1H

2H

FY20

1H

2H

FY21

1H

2H

FY22

Japan Quality MAU as % MAU
Taiwan Quality MAU as % MAU

(2)

5

50

-

(1)

15.7

15

6%
5%

US$ million

1H
FY23

1H

2H

FY20

1H

2H

FY21

Group ARPPU
Taiwan Spend Rate

1H

2H

FY22

1H

FY23

Japan Spend Rate

FY20

FY21

FY22

1H

1H2

FY22

FY23

Adjusted EBITDA (US$)
Adjusted EBITDA Margin

User, identified by a unique ID, who has consecutively viewed a specific streamer's content over 320 times in total. Quality users pertain to 17LIVE's two main markets, Japan and Taiwan. On average, these two markets collectively
contributed to approximately more than 87% of 17LIVE’s operating revenue from FY2020 to 1H FY2023.
The Target Group defines EBITDA as operating income before depreciation and Adjusted EBITDA as EBITDA net of share-based payment and amortisation.

Confidential I 17

S E C T I O NTransaction overview

18Transaction overview
Transaction terms subject to shareholder’s approval
Purchase consideration: Up to S$922.9mn

Earnout Shares

Consideration Shares

Subject to the Financial Targets for Earnout
being achieved

S$800.8 mn

Up to S$122.0 mn

Total Equity Value of Enlarged Group post Completion: Up to S$996.9mn – 1,159.7mn

Purchase
Consideration

Escrow Amount1

Up to S$922.9 mn

S$60.0 – 208.0 mn

PIPEFinancingSpecialBonus Scheme

Up to S$10.0 mn

S$4.0 – 18.8 mn

For illustrative purpose only(1)

Refers to the amount remaining in the Escrow Account post-Completion after payment of the Redemption Price. Assuming that there is Maximum Redemption (i.e. all Shareholders (save for Vertex Co-Investment Fund Pte. Ltd. (“Vertex
SPV” and Venezio Investments Pte. Ltd. (“Venezio”)) exercise their Redemption Right), the Enlarged Group will receive S$60.0 million from the Escrow Account. Assuming that there is No Redemption (i.e. none of the Shareholders(including Vertex SPV and Venezio) exercise their Redemption Right), the Enlarged Group will receive S$208.0 million from the Escrow Account.

Confidential I 19

Incentives to key stakeholders
Transaction terms subject to shareholder’s approval

1

Special Bonus Scheme

2

Executive Incentive Scheme

3

Earnout

0.1 new shares

Up to 2,550,000 shares to Key
Executives

Up to 24,408,000 shares to
Earnout Shareholders

To: (1) Non-Redeeming Shareholders forevery existing Share held as at the
Redemption Record Date; and(2) PIPE Investors for every Base PIPE
Share subscribed for

Subject to satisfaction of
the Financial Targets for EIS

Subject to satisfaction of
the Financial Targets for Earnout

To minimise dilution to other Shareholders of the Enlarged Group arising from the Special
Bonus Scheme and the Executive Incentive Scheme, the Sponsor will waive its pro rata
right to the allotment and issuance of such number of Promote Shares to Vertex SPV equal
to the actual number of Special Bonus Shares and Executive Incentive Shares allotted

Confidential I 20

Important Dates and Times
Event•

Date and Time

Last date and time to purchase Shares to be entitled to the Special Bonus NRS Sharesand the Additional Warrants

27 November 2023, before the close of trading at 5.00 p.m.

•

Last date and time to purchase Shares to be entitled to the Redemption Right•

Commencement of the Trading Suspension

28 November 2023, 9.00 a.m.

•

Last date and time to elect for Redemption and submit the Share Redemption Form

28 November 2023, 2.00 p.m.

•

Last date and time for lodgement of Proxy Form

29 November 2023, 2.00 p.m.

•

Extraordinary General Meeting and announcement of level of Redemption

1 December 2023, 2.00 p.m.
Place: Raffles City Convention Centre, Level 4, Bras Basah
Room, 80 Bras Basah Road, Singapore 189560•

Resumption of trading on the SGX-ST (after lifting of the Trading Suspension)

4 December 2023, 9.00 a.m.

•

Expected Completion Date•

Expected Redemption Payment Date and Redemption Completion Date•

Expected trading date under the new name “17LIVE Group Limited”•

Expected date and time of the crediting of 1) the Consideration Shares, 2) Base PIPE
Shares, 3) the Special Bonus PIPE Shares, 4) the Special Bonus NRS Shares and 5)
the Additional Warrants

Note:

8 December 2023

8 December 2023 before market opens at 9.00 a.m.

The dates set out in the above timetable are indicative only and may be subject to change. The Company will make further announcements on the SGXNET
on the exact dates and times of such event.

Confidential I 21

What do you need to do?
You now have access to the Circular, the Notice of EGM, the Proxy Form, the Share Redemption Form, the Request Formand the Letter to Shareholders

For Shareholders who wish to redeem part or all of their Shares
Submit the Share Redemption Form by 28 November 2023, 2.00 p.m.

Appoint a proxy to vote at the EGM by submitting theProxy Form by 29 November 2023, 2.00 p.m.

Attend the EGM in person

EGM
1 December 2023, 2.00 pm

Outcome 1
Shareholders vote in favour of the Proposed
Transactions.
The Proposed Business Combination is approved andupon Completion, the Resulting Issuer will trade under
the new name “17LIVE Group Limited” on the SGX-ST
on 8 December 2023 at 9.00 a.m.

Outcome 2
Shareholders do not vote in favour of one or more of
the Proposed Transactions. The Proposed Business
Combination is not approved and will not be completed.
All Redemption requests will be cancelled and theCompany will proceed to Liquidation.

Confidential I 22

S E C T I O NAppendix23

Valuation and peer benchmarking
P / LTM Sales

EV / LTM EBITDA
More focusedon V-Liveragency9.5x2

20.3x – 23.6x1

23.9x2

24.4x

24.9x

Average: 19.9x
Average: 3.2x
1.9x – 2.2x1

1.7x

ANYCOLOR

DeNA

2.1x

6.4x4

2.0x
0.8x

Kuaishou

Bilibili

NM3
AnycolorJOYY

LTM Revenue

DeNA

Kuaishou

5.5%

8.2%

DeNA

Kuaishou

BilibiliJOYY

LTM EBITDA Margin(US$mn)14,446

37.7%2

8.4%

3,088
2,323
314

945
1762
ANYCOLOR

Source:
Note:
(1)

11.1%

DeNA

Kuaishou

Bilibili

JOYY

Company information, Frost & Sullivan.
LTM refers to financial results as of last twelve months ended 30 June 2023 unless otherwise specified. For more information,please refer to “Appendix M: Summary Valuation Letter” of the Shareholder Circular.
Purchase Consideration of US$590.6mn – 680.6mn (subject to satisfaction of Financial Targets for Earnout), LTM 1H FY2023
Revenue of US$314mn, LTM 1H FY2023 Adjusted EBITDA of US$27.3mn. EV accounted for net cash of US$36.5mn as of 30
June 2023

ANYCOLOR

(2)
(3)
(4)

(10.8%)
Bilibili

JOYY

ANYCOLOR’s sales and adjusted EBITDA represents the financial results for the fiscal year 2023 ended 30 April 2023, which is thelatest fiscal period disclosed as of 30 June 2023. TEV is calculated by the market capitalisation as of 30 June 2023 less the net cash as of
30 April 2023.
NM refers to not meaningful due to EBITDA loss
JOYY’s adjusted EBITDA represents adjusted EBITDA for the fiscal year ended 31 December 2022 due to the availability of
EBITDA disclosure.

Confidential I 24