17LIVE GROUP LIMITED(Incorporated as an exempted company in the Cayman Islands)(Company Registration No. 378671)

PROPOSED BUSINESS COMBINATION OF VERTEX TECHNOLOGY ACQUISITION CORPORATIONLTD WITH 17LIVE INC.
-COMPLETION OF THE PROPOSED BUSINESS COMBINATION-APPOINTMENT OF PROPOSED DIRECTORS AND RECONSTITUTIONCOMMITTEES-APPOINTMENT OF PROPOSED EXECUTIVE OFFICERS-NEW PRINCIPAL PLACE OF BUSINESS-NOTICE OF WARRANT EXPIRATION DATE-MORATORIUM UNDERTAKING PROVIDED BY DRAGON ALEXANDER LIMITED-WAIVER FROM COMPLIANCE WITH CERTAIN RULES OF THE SGX-ST LISTING MANUALOF BOARD

Capitalised terms used herein, but not otherwise defined, shall have the meaning ascribed to them in theshareholders’ circular dated 9 November 2023 (the "Circular").
1.

INTRODUCTION
The Board of Directors (the "Board") of 17LIVE Group Limited (the "Company") refers to the various
relevant announcements of Vertex Technology Acquisition Corporation Ltd ("VTAC") and theCompany from 2 October 2023 to 8 December 2023, as well as the Circular, in relation to theProposed Transactions, including, inter alia, the Proposed Business Combination.

2.

COMPLETION OF THE PROPOSED BUSINESS COMBINATIONThe Board wishes to announce that the conditions precedent for the completion of the Proposed
Business Combination have been fulfilled or deemed fulfilled and the Proposed Business
Combination has been completed on 7 December 2023 after trading hours ("Completion").
Pursuant to Completion, VTAC has:(a)acquired the entire issued and paid-up share capital of 17LIVE Inc. (the "Target Company");(b)allotted and issued 160,162,651 Consideration Shares to the Vendor Shareholders (havingbeen nominated by the Vendor), the 17LIVE Vested RSU Holders and the 17LIVE WarrantHolders, at the Issue Price in partial satisfaction of the Purchase Consideration for theProposed Business Combination;(c)allotted and issued 600,000 Base PIPE Shares to the PIPE Investors at the Issue Price; and(d)allotted and issued 1,018,980 Special Bonus Shares at the Issue Price, comprising (i) 958,980
Special Bonus NRS Shares to the Non-Redeeming Shareholders and (ii) 60,000 Special
Bonus PIPE Shares to the PIPE Investors.

The aforementioned Consideration Shares, Base PIPE Shares and Special Bonus Shares have beencredited as fully paid-up and free from all encumbrances and rank pari passu in all respects with theexisting Shares in the capital of VTAC as at Completion, and are expected to be listed and quoted
on the Mainboard of the SGX-ST with effect from 9.00 a.m. on 8 December 2023. VTAC has changed
its name to "17LIVE Group Limited" with effect from Completion.
Following Redemption by Shareholders and the allotment and issuance of the Consideration Shares,
Base PIPE Shares and Special Bonus Shares, the total issued share capital of the Company(formerly known as VTAC) has increased from 41,606,000 Shares to 177,371,431 Shares.
As disclosed in the Circular, the Purchase Consideration for the Proposed Business Combination
comprises, in addition to the allotment and issuance of the Consideration Shares set out above, theallotment and issuance of up to 24,408,000 Earnout Shares at the Issue Price to the Vendor (or, ifthe Vendor so nominates, to the relevant Vendor Shareholder) on each applicable Earnout Vesting
Date, subject to the satisfaction of the Financial Targets for Earnout by the Target Group.
3.

APPOINTMENTCOMMITTEESOFPROPOSEDDIRECTORSANDRECONSTITUTIONOFBOARDFollowing Completion, Mr. Phua Jiexian Joseph, Mr. Lien Chien-Lin, Mr. Akio Tanaka, Mr. Hideto
Mizuno and Ms. Chen Xiuling have been appointed to the Board and the Board has beenreconstituted with effect from 7 December 2023 as follows:(a)Mr. Phua Jiexian Joseph (Non-Executive Director and Chairman);(b)

Mr. Lien Chien-Lin (Executive Director and Chief Executive Officer);(c)Mr. Akio Tanaka (Non-Executive Director);(d)Mr. Tan Hup Foi (Independent Non-Executive Director);(e)Dr. Steve Lai Mun Fook (Independent Non-Executive Director);(f)

Mr. Hideto Mizuno (Independent Non-Executive Director); and(g)Ms. Chen Xiuling (Independent Non-Executive Director).

In accordance with the Sale and Purchase Agreement, (i) Mr. Chua Kee Lock has resigned as theNon-Executive Chairman of VTAC, (ii) Mr. Jiang Honghui has resigned as the Executive Director and
CEO of VTAC, (iii) Ms. Anupama Sawhney has resigned as the Non-Executive Director of VTAC and(iv) Mr. Low Seow Juan has resigned as the Independent Director of VTAC, each with effect from 7December 2023. The Board would like to express its appreciation to Mr. Chua, Mr. Jiang, Ms.
Sawhney and Mr. Low for their contributions during their tenure as the Non-Executive Chairman,

Executive Director and CEO, Non-Executive Director and Independent Director of VTAC
respectively.
The details of the appointments of the above Directors and the cessation of Mr. Chua, Mr. Jiang, Ms.
Sawhney and Mr. Low as required under Rule 704(7) of the Mainboard Rules are set out in separate
announcements released on SGXNET today.
Following the aforesaid changes, the Board Committees have been reconstituted with effect from 7December 2023 as follows:Audit Committee
Mr. Tan Hup Foi (Chairman)
Dr. Steve Lai Mun Fook (Member)
Ms. Chen Xiuling (Member)
Nominating Committee
Dr. Steve Lai Mun Fook (Chairman)
Mr. Hideto Mizuno (Member)
Ms. Chen Xiuling (Member)Remuneration Committee
Dr. Steve Lai Mun Fook (Chairman)
Mr. Tan Hup Foi (Member)
Mr. Hideto Mizuno (Member)
The Board considers the members of the Audit Committee (namely, Mr. Tan Hup Foi, Dr. Steve Lai
Mun Fook and Ms. Chen Xiuling) to be independent for the purpose of Rule 704(8) of the MainboardRules.
4.

APPOINTMENT OF PROPOSED EXECUTIVE OFFICERS
Following Completion, the following individuals have been appointed to the Company as ExecutiveOfficers with effect from 7 December 2023:(a) Mr. Lien Chien-Lin (Chief Executive Officer);(b) Mr. Ng Jing Shen (Chief Technology Officer); and(c) Mr. Kenta Masuda (Chief Financial Officer).
In connection with Completion, Mr. Jiang Honghui has resigned as Chief Executive Officer and Mr.
Sito Tuck Wai has resigned as the Chief Financial Officer of VTAC with effect from 7 December 2023.
The Board would like to express its appreciation to Mr. Jiang and Mr. Sito for their contributions
during their tenure as the Chief Executive Officer and the Chief Financial Officer of VTAC
respectively.

The details of the appointments of the above Executive Officers and the cessation of Mr. Jiang andMr. Sito as required under Rule 704(7) of the Mainboard Rules are set out in separate
announcements released on SGXNET today.
5.

NEW PRINCIPAL PLACE OF BUSINESS
Following Completion, with effect from 7 December 2023, the principal place of business of theCompany will be changed to the following address:
2-12-28, Kita-Aoyama, Minato City, Tokyo, JapanThe contact details of the Company will be changed as follows:
Main telephone no.: (+81) 364475056
Email address: investor_relations@17.live
Corporate website: https://about.17.live/

6.

NOTICE OF WARRANT EXPIRATION DATEThe Board wishes to announce that the Warrant Exercise Period will commence on 6 January 2024
(being the later of (a) the date that is 30 days after the Completion Date and (b) the date that is 12
months from the close of the Offering) and terminate on the earlier of (i) 5:00 p.m., Singapore timeon 7 December 2028, being five years after the Completion Date, or (ii) (other than with respect tothe Private Placement Warrants to the extent then held by Vertex SPV or its Permitted Transferees),
5:00 p.m., Singapore time on the Warrant Redemption Date as provided in the Warrant Conditions(the "Warrant Expiration Date"); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable Warrant Conditions. After the Warrant Expiration Date,
any subscription rights which have not been exercised will lapse and the Warrants will cease to bevalid for any purpose whatsoever.
Warrantholders who wish to exercise their Warrants for Shares must complete and submit theapplicable Warrant Exercise Form to the Warrant Agent within the Warrant Exercise Period inaccordance with the instructions therein. Copies of the Warrant Exercise Forms (for scripless
Warrants and scrip-based Warrants) will be published on the Company’s corporate website.

7.

MORATORIUM UNDERTAKING PROVIDED BY DRAGON ALEXANDER LIMITEDIn relation to the moratorium undertaking provided by Dragon Alexander Limited ("DAL"), the Joint
Financial Advisers have consented, on the Completion Date, that DAL shall be entitled to enter into
any transaction or do any action contemplated under its moratorium undertaking as disclosed in theCircular provided that:(a)where applicable, any such charge, security or encumbrance shall not be enforced over anyof DAL’s Shares (including the Consideration Shares and the Earnout Shares) (collectively,the "DAL Lock-up Shares"), including any Shares DAL acquires from the Completion Date
up to and including the date falling six months after the Completion Date (both datesinclusive) (the "Lock-up Period"), and the chargee agrees with the Joint Financial Advisersthat such charge, security or encumbrance over the relevant DAL Lock-up Shares, including

any new Shares DAL acquires during the Lock-up Period that may be subject to such charge,
security or encumbrance, cannot be enforced during the Lock-up Period; and(b)any such transaction will not result in a transfer (whether in whole or in part) to a third party,
during the Lock-up Period, of any legal or beneficial ownership interest of the DAL Lock-upShares, including any Shares DAL acquires during the Lock-up Period,and evidence of the above is provided to the reasonable satisfaction of the Joint Financial Advisers.
The consent was given on such scope of DAL’s moratorium undertaking in order to be aligned withthe current moratorium undertaking provided by the Non-Executive Director and Chairman of theCompany, Mr. Phua Jiexian Joseph, who is the 100% shareholder of DAL.

8.

WAIVERS FROM COMPLIANCE WITH CERTAIN RULES OF THE SGX-ST LISTING MANUAL
Pursuant to Rule 210(1)(a)(ii) of the Mainboard Rules, in the computation of the percentage of shares
to be held in public hands, existing public shareholders may be included, subject to an aggregate
limit of 5% of the issuer's post-invitation issued share capital and provided such shares are not undermoratorium. For the purpose of this rule, "existing public shareholders" refer to shareholders of theissuer immediately before the invitation (i.e. Completion) and who are deemed "public" as defined in
the Mainboard Rules.
The Company (formerly known as VTAC) applied to the SGX-ST for a waiver from the requirement
under Rule 210(1)(a)(ii) of the Mainboard Rules for the aggregate 5% limit on the percentage ofshares held by existing public shareholders under Rule 210(1)(a)(ii) to not be applied in respect ofthe post-Completion share capital of the Company, for the following reasons:(a)the shareholders of the Target Company whose shares will not be subject to moratorium
represent 27.56% of the issued share capital of the Company as the Target Company had anumber of existing shareholders and its shareholder base was relatively fragmented due tothe previous multiple rounds of fundraising. As such, it would not be unreasonable for theshares held by each of these shareholders to be counted as being held in "public hands";(b)

the ability of shareholders of SPACs to redeem their shares in connection with an initialbusiness combination is an innate and unique feature of SPACs which introduces someuncertainty in terms of shareholding spread at or around the time of the Completion of theProposed Business Combination as the Company has no control over the number of remaining
shareholders, which would in turn affect the public float percentage;(c)unlike a traditional initial public offering where there is a sale of primary shares, and sometimes
secondary shares, and where the underwriters would typically recommend to an issuer that atleast 20% to 30% of the shares in the issuer be held by new shareholders by way of an offering(thereby satisfying Rule 210(1)(a)(ii) of the Mainboard Rules), there is no offering for theProposed Business Combination, save for the PIPE Financing of S$3 million; and(d)SPACs usually acquire a target company that is several times the size of their IPO proceeds,and therefore would have to issue consideration shares for the purpose of the acquisition. Asa result, the percentage of shares in the Company held by the VTAC investors who were able

to contribute to the public float requirement had been significantly reduced. The public float
percentage would be further diminished if the aggregate 5% limit under Rule 210(1)(a)(ii) of
the Mainboard Rules on the percentage of shares held by existing public shareholders isapplied as it caps the total free float percentage of the incoming shareholders at 5%.
Pursuant to a letter dated 1 December 2023, the SGX-ST granted a waiver of Rule 210(1)(a)(ii) ofthe Mainboard Rules, subject to (a) a written confirmation from the Sole Issue Manager that theCompany has made an announcement on SGXNET on the waiver sought and the reason(s) for
seeking the waiver; and (b) a written confirmation from the Company that the waiver of Rule210(1)(a)(ii) does not contravene any laws and regulations governing the Company and its
constituent documents.
Separately, pursuant to a letter dated 8 November 2023, the SGX-ST has also confirmed that Rule
246(6) of the Mainboard Rules, which requires the resumes and particulars of, among others, eachdirector and executive officer of the Company's Controlling Shareholders to be submitted together
with the Company's listing application for the Proposed Business Combination, does not apply to thedirectors and executive officers of Temasek and Tembusu (the Company's Controlling Shareholders)on the basis that, among others: (i) Temasek's sole shareholder is the Singapore Minister of Finance.
Under the Minister for Finance (Incorporation) Act 1959 of Singapore, the Minister for Finance is abody corporate. The Singapore Government is not involved in Temasek’s business and operational
decisions; and (ii) the resumes and particular of Temasek’s directors and management team are
made publicly available on Temasek’s website, and by extension, given that Tembusu is a wholly
owned subsidiary of Temasek, the resumes and particulars of the directors and executive officers ofboth Temasek and Tembusu did not need to be submitted as part of the Company's listing application.

BY ORDER OF THE BOARD
17LIVE GROUP LIMITED
Lien Chien-Lin
Executive Director & Chief Executive Officer
8 December 2023
DBS Bank Ltd. acted as the sole issue manager for the business combination of Vertex TechnologyAcquisition Corporation Ltd with 17LIVE Inc.