Vertex Technology Acquisition Corporation Ltd
Company Presentation – Proposed Business Combination

December 1, 2023

Disclaimer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THATJURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, THE PEOPLE’S REPUBLIC OF CHINA (EXCLUDING THE HONG KONG SPECIAL ADMINISTRATIVE REGION) OR JAPAN.
This presentation has been prepared solely for information purposes only and does not have regard to your specific investment objectives, financial situation or particular needs, and may not be used for any other purpose. This presentation does not purport to be all
inclusive or to contain all of the information that a person considering the proposed transactions described herein may require to make a full analysis of the matters referred to herein. By attending the meeting where this presentation is made, or by reading thesepresentation slides, you agree to the following limitations and notifications.
Any information in this presentation is not to be construed as investment or financial advice. 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) solicitation of a proxy, consent or authorisation with respect to any Shares, Warrants or any
other security of VTAC or the Target or in respect of the proposed transactions, nor shall this presentation or any part of it form the basis of or be relied on in connection with or induce to enter 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, and should be read in conjunction with, information in the shareholders' circular dated 9 November 2023 issued by VTAC in connection with the proposed transactions,as well as any announcements or public statements released by VTAC and/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
shareholders, holding companies, subsidiaries, associated undertakings, controlling persons or affiliates, commissioners, directors, officers, partners, employees, agents, advisers or representatives undertakes any obligation to provide the recipient with access to any
additional information or to update this presentation or to correct any inaccuracies in any such information which may become apparent subsequent to the date hereof. The information contained in this presentation has not been independently verified, approved or
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 proposed transactions. The information and opinions contained in these materials are provided as at the date of this presentation and are subject
to change 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 bemade available to you in accordance with applicable laws and regulations, including the distribution of any required documents for such proposed transactions 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 presentation, and the receipt of this presentation by any recipient is not to be taken as the giving of investment advice by the Joint Financial Advisers or
their affiliates 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 proposed transactions.
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 the extraordinary general meeting and/or other applicable approvals, VTAC and the Target’s ability to consummate its initial business 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 initialbusiness combination, VTAC's ability to ensure a minimum cash balance in its escrow account, the Target's ability to complete its rectification of material diligence issues identified prior to completion, and the liquidity and trading of VTAC’s securities. Due to thesefactors, 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
forwarding, distribution or reproduction of this presentation in whole or in part is unauthorised. Any failure to comply with this directive may violate applicable laws.
This presentation is not financial, legal, tax or other product advice. There shall be no sale of any of VTAC’s or the Target’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under securities laws of suchstate or jurisdiction.
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.
Neither this presentation nor any copy of it may be taken or transmitted into the United States, its territories or possessions or any other jurisdiction which prohibits the same or distributed directly or indirectly in the United States, its territories or possessions or any otherjurisdiction which prohibits the same. The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this presentation comes should inform themselves about, and observe, any such restrictions.
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
offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable U.S. state or local securities laws.
By accepting these materials, you represent that you are not resident in the United States nor acting on behalf of a U.S. person. No part of it nor the fact of its presentation shall form the basis of or be relied upon in connection with any investment decision, contract orcommitment whatsoever. By attending the presentation and/or receiving these materials, you agree to be bound by the foregoing limitations and conditions.

Confidential I

1

Transaction overview
Transaction terms subject to shareholders’ 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$1,008.9mn

Purchase
Consideration

Escrow Amount

PIPE
FinancingSpecialBonus Scheme

Up to S$922.9 mn

S$77.9 mn

S$3.0 mn

S$5.1 mn

Independent Business Valuer Frost & Sullivan Limited values the 100% of equity interest in 17LIVE in the range of S$945.4 – 1,017.8mn (US$697.2 – 750.6mn)1Note:(1) On an equity value basis as of 30 June 2023.

Confidential I

2

Incentives to key stakeholders
Transaction terms subject to shareholders’ approval

1

Special Bonus Scheme

1,018,980 special bonus
shares to be issued
0.1 new shares 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

2

Executive Incentive Scheme

3

Earnout

Up to 2,550,000 shares to Key
Executives

Up to 24,408,000 shares to
Earnout Shareholders

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

3

Possible outcomes
EGM

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.

Important Dates and Times
Event

Date and Time•

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

4 December 2023, 9.00 a.m.

•

Expected Completion Date•

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•

Expected Redemption Payment Date and Redemption Completion Date•

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

Note:

7 December 2023, after market closes at 5.00 p.m.

8 December 2023

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

4

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

Appendix

6

Valuation and peer benchmarking•••

Purchase Consideration ofis S$800.8 – 922.9mn (US$590.6 – 680.6mn) subject tosatisfaction of Financial Targets for Earnout
Independent Business Valuer Frost & Sullivan Limited values the 100% of equity interest inin the range of S$945.4 – 1,017.8mn (US$697.2 – 750.6mn)1

P / LTM Sales

EV / LTM EBITDA
More focusedon V-Liveragency9.5x3

20.3x – 23.6x2

23.9x3

24.4x

24.9x

Average: 19.9x

Average: 3.2x
1.9x – 2.2x2

1.7x

ANYCOLOR

DeNA

2.1x

6.4x5

2.0x
0.8x

Kuaishou

Bilibili

NM4
ANYCOLORJOYY

LTM Revenue

DeNA

Kuaishou

5.5%

8.2%

DeNA

Kuaishou

BilibiliJOYY

LTM EBITDA Margin(US$mn)14,446

37.7%3

8.4%

3,088
2,323
314

945
1763
ANYCOLOR

Source:
Note:

(1)
(2)

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.
On an equity value basis as of 30 June 2023.
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
(3)

(4)
(5)

(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

7