VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD(Company Registration Number: 378671)(Incorporated in the Cayman Islands on 21 July 2021)
MINUTES OF EXTRAORDINARY GENERAL MEETING
PLACE

:

Raffles City Convention Centre
Level 4, Bras Basah Room
80 Bras Basah Road
Singapore 189560

DATE

:

Friday, 1 December 2023

TIME

:

2.00 p.m.

PRESENT:

Please see Attendance List attached hereto.

IN ATTENDANCE:

Please see Attendance List attached hereto.

CHAIRMAN:Mr Chua Kee LockQUORUMAs a quorum was present, the Chairman declared the meeting open at 2.00 p.m.
INTRODUCTION
The Chairman introduced the Executive Management and rest of the Directors to the Meeting.
ANNOUNCEMENT OF LEVEL OF REDEMPTION
The Chairman informed that pursuant to the Circular to shareholders, the level of Redemption, or the total
number of Shares in respect of which shareholders have validly exercised their Redemption Right (the"Redeeming Shares"), shall be announced at this EGM. As at the Redemption Record Date (i.e. 29
November 2023), the total number of Redeeming Shares is 26,016,200 (i.e. 62.5% of VTAC's issued sharecapital). The Redemption of Shares will only be processed if approval for the Proposed Business
Combination is obtained from Shareholders (i.e. the resolution for the Proposed Business Combination ispassed.
NOTICE OF MEETING, APPOINTMENT OF PROXIES AND CEO’S PRESENTATIONThe Notice convening the Meeting was taken as read.
The Chairman informed that in his capacity as Chairman of the Meeting, he has been appointed by numerous
shareholders as proxy and would be voting in accordance with their instructions.
The Chairman then invited Mr Jiang Honghui, Chief Executive Officer (“CEO”) to deliver a short presentationon the business combination .
A copy of the presentation which is attached as “Appendix A”, had also been made available on the
Company’s website and SGXNet after the EGM.
After the CEO’s presentation, the proceeding was handed back to the Chairman.

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 2 of 14

Q&A SESSION
Questions from the Shareholders at the Meeting were fielded. The questions raised and the responses areattached to these minutes as “Appendix B”.
The Chairman further informed that all resolutions will be put to vote by way of Electronic Poll and polling will
be conducted in a paperless manner using a wireless handheld device.
DrewCorp Services and Boardroom Corporate & Advisory Services Pte. Ltd. have been appointed as the
scrutineer and polling agent for the Meeting respectively.
Thereafter, a short presentation explaining the voting process was made.
Shareholders were informed of the following:•••

Ordinary Resolutions 1 to 9 and Special Resolutions 1 and 2 are inter-conditional (“Key Resolutions”);
Ordinary resolutions 10 to 15 are conditional upon the passing of the Key Resolutions (“Conditional
Resolutions”); andThis means that if any of the Key Resolutions are not passed, the other Key Resolution will not bepassed, and if any of the Key Resolutions is not passed, the Conditional Resolutions will not be passed.

ORDINARY RESOLUTION 1: PROPOSED BUSINESS COMBINATION BETWEEN THE COMPANY AND
17LIVE INC. BY WAY OF AN ACQUISITION BY THE COMPANY OF THE ENTIRE ISSUED AND PAIDUP SHARE CAPITAL OF 17LIVE INC. FROM THE VENDOR FOR THE PURCHASE CONSIDERATIONThe Chairman proposed the motion to Ordinary Resolution 1 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the Proposed Business Combination between
the Company and the Target Company by way of an acquisition by the Company of the entire issued
and paid-up share capital of the Target Company (including all equity securities arising from theconversion of convertible securities of the Target Company) from the Vendor for the Purchase
Consideration and on the terms of and subject to the conditions set out in the SPA;(b)

approval be and is hereby given to the Company for the adoption of the Earnout Framework inconnection with the Proposed Business Combination, pursuant to which Earnout Shares are allotted
and issued to the Earnout Shareholders on the applicable Earnout Vesting Dates subject to andbased on the Financial Targets for Earnout achieved;(c)approval be and is hereby given to the Company for the adoption of the scheme to be known as the“Special Bonus Scheme” in connection with the Proposed Business Combination, pursuant to which
0.1 new Shares will be allotted as fully paid up and issued to (a) the Non-Redeeming Shareholders
for every existing Share held by the Non-Redeeming Shareholders as at the Redemption Record
Date (rounded downwards to the nearest integer), and (b) the PIPE Investors for every Base PIPE
Share subscribed for by the PIPE Investors pursuant to the terms and conditions of the PIPE
Subscription Agreements (rounded downwards to the nearest integer);VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 3 of 14(d)approval be and is hereby given to the Company for the PIPE Financing in connection with the
Proposed Business Combination; and(e)each of the directors of the Company (“Directors”) be and are hereby authorised and empowered tocomplete and do all such acts and things (including without limitation, to execute all such documents
as may be required, to approve any amendments, alterations or modifications to any documents,
and to sign, file and/or submit any notices, forms and documents with or to the relevant authorities)
as they may consider necessary, desirable or expedient to give effect to the matters contemplatedby this Ordinary Resolution 1.”

The result of Ordinary Resolution 1 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,791,632

27,504,632

95.53

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,287,000

4.47

Accordingly, Ordinary Resolution 1 tabled at the Meeting was carried.
ORDINARY RESOLUTION 2: PROPOSED ALLOTMENT AND ISSUANCE OF 160,162,651
CONSIDERATION SHARES AT THE ISSUE PRICE OF S$5.00 IN PARTIAL SATISFACTION OF THE
PURCHASE CONSIDERATION FOR THE PROPOSED BUSINESS COMBINATIONThe Chairman proposed the motion to Ordinary Resolution 2 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of 160,162,651 Consideration Shares at the Issue Price of S$5.00 on the terms andsubject to the conditions of the SPA in partial satisfaction of the Purchase Consideration for the
Proposed Business Combination; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 2.”[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

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The result of Ordinary Resolution 2 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,789,632

27,504,632

95.54

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,285,000

4.46

Accordingly, Ordinary Resolution 2 tabled at the Meeting was carried.
ORDINARY RESOLUTION 3: PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 24,408,000
EARNOUT SHARES AT THE ISSUE PRICE OF S$5.00 TO THE EARNOUT SHAREHOLDERS IN
PARTIAL SATISFACTION OF THE PURCHASE CONSIDERATION FOR THE PROPOSED BUSINESSCOMBINATION, SUBJECT TO THE SATISFACTION OF THE FINANCIAL TARGETS FOR EARNOUTThe Chairman proposed the motion to Ordinary Resolution 3 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of up to 24,408,000 Earnout Shares at the Issue Price of S$5.00 to the Earnout
Shareholders on the terms and subject to the conditions of the SPA in partial satisfaction of thePurchase Consideration for the Proposed Business Combination; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 3.”

The result of Ordinary Resolution 3 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,786,632

27,498,132

95.52

Accordingly, Ordinary Resolution 3 tabled at the Meeting was carried.

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,288,500

4.48

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 5 of 14

ORDINARY RESOLUTION 4: PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,000,000 BASE
PIPE SHARES AT THE ISSUE PRICE OF S$5.00 TO THE PIPE INVESTORSThe Chairman proposed the motion to Ordinary Resolution 4 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of up to 2,000,000 Base PIPE Shares at the Issue Price of S$5.00 to the PIPE Investors
on the terms and subject to the conditions of the PIPE Subscription Agreements; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 4.”

The result of Ordinary Resolution 4 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,789,132

27,505,132

95.54

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,284,000

4.46

Accordingly, Ordinary Resolution 4 tabled at the Meeting was carried.
ORDINARY RESOLUTION 5: PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 3,760,600 SPECIAL
BONUS SHARES AT THE ISSUE PRICE OF S$5.00 TO THE NON-REDEEMING SHAREHOLDERS AND
THE PIPE INVESTORSThe Chairman proposed the motion to Ordinary Resolution 5 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of up to 3,760,600 Special Bonus Shares at the Issue Price of S$5.00 to the NonRedeeming Shareholders and the PIPE Investors in connection with the Proposed Business
Combination; and[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023(b)

Page 6 of 14

each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 5.”

The result of Ordinary Resolution 5 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,791,132

27,508,132

95.54

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,283,000

4.46

Accordingly, Ordinary Resolution 5 tabled at the Meeting was carried.
ORDINARY RESOLUTION 6: PROPOSED ADOPTION OF THE EXECUTIVE INCENTIVE SCHEME
The Chairman proposed the motion to Ordinary Resolution 6 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place:(a)a new executive share incentive scheme to be known as the “Executive Incentive Scheme” (“EIS”),
the details and rules of which are set out in the Circular and under which Shares may be granted to
Key Executives subject to and based on the Financial Targets for EIS achieved, be and is hereby
approved and adopted with effect from Completion; and(b)

the Proposed New Remuneration Committee be and is hereby authorised to:(i)establish and administer the EIS;

(ii)

modify, amend or supplement the EIS from time to time, provided that such modification,
amendment or supplement is effected in accordance with the provisions of the EIS and to
do all such acts and to enter into all such transactions, arrangements and agreements as
may be necessary or expedient in order to give full effect to the EIS; and(iii)

allot and issue from time to time up to 2,550,000 Shares as may be required to be issued
subject to and based on the Financial Targets for EIS achieved by the Key Executives under
the EIS, provided that the total number of Shares that may be allotted and issued under the
EIS shall not, in any event, exceed 15.0% of the total number of issued Shares (excluding
Treasury Shares, if any) when aggregated with (i) the total number of EIS Shares issued
and/or to be issued pursuant to EIS Awards already awarded under the EIS; and (ii) the
aggregate number of Shares which may be granted under any other share option schemeor share schemes of the Company, on the day preceding that date; andVERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

(iv)

Page 7 of 14

complete and do all such acts and things (including without limitation, to execute all such
documents as may be required, to approve any amendments, alterations or modifications toany documents, and to sign, file and/or submit any notices, forms and documents with or to
the relevant authorities) as they may consider necessary, desirable or expedient to giveeffect to the matters contemplated by this Ordinary Resolution 6.”

The result of Ordinary Resolution 6 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,300,132

20,696,832

73.13

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
7,603,300

26.87

Accordingly, Ordinary Resolution 6 tabled at the Meeting was carried.
ORDINARY RESOLUTION 7: PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,550,000 EISSHARES AT THE ISSUE PRICE OF S$5.00 TO THE KEY EXECUTIVES, SUBJECT TO THE
SATISFACTION OF THE FINANCIAL TARGETS FOR EIS
The Chairman proposed the motion to Ordinary Resolution 7 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of up to 2,550,000 EIS Shares at the Issue Price of S$5.00 to the Key Executives on theterms and subject to the conditions of the SPA; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 7.”

The result of Ordinary Resolution 7 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,302,632

20,698,832

73.13

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
7,603,800

26.87

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

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Accordingly, Ordinary Resolution 7 tabled at the Meeting was carried.
ORDINARY RESOLUTION 8: PROPOSED ADOPTION OF THE COMPANY EMPLOYEE SHARE OPTIONPLAN
The Chairman proposed the motion to Ordinary Resolution 8 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place:(a)a new share option plan to be known as the “Company Employee Share Option Plan” (“Company
ESOP”), the details and rules of which are set out in the Circular and under which Shares may be
granted, be and is hereby approved and adopted with effect from Completion; and(b)

the Proposed New Remuneration Committee be and are hereby authorised to:(i)establish and administer the Company ESOP;(ii)

modify, amend or supplement the Company ESOP from time to time, provided that suchmodification, amendment or supplement is effected in accordance with the provisions of theCompany ESOP and to do all such acts and to enter into all such transactions, arrangements
and agreements as may be necessary or expedient in order to give full effect to the Company
ESOP;

(iii)

allot and issue from time to time up to 2,114,891 ESOP Shares or such other number of
ESOP Shares as may be authorised by the Proposed New Remuneration Committee, whichshall not, in any event, exceed 15.0% of the total number of issued Shares (excluding
Treasury Shares, if any) when aggregated with (a) the total number of ESOP Shares issued
and/or to be issued pursuant to ESOP Awards already awarded under the Company ESOP;and (b) the aggregate number of Shares which may be granted under any other share option
scheme or share schemes of the Company as may be required to be issued pursuant to theCompany ESOP, on the day preceding that date; and(iv)

complete and do all such acts and things (including without limitation, to execute all such
documents as may be required, to approve any amendments, alterations or modifications toany documents, and to sign, file and/or submit any notices, forms and documents with or to
the relevant authorities) as they may consider necessary, desirable or expedient to giveeffect to the matters contemplated by this Ordinary Resolution 8.”

The result of Ordinary Resolution 8 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,302,132

20,697,832

73.13

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
7,604,300

26.87

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 9 of 14

Accordingly, Ordinary Resolution 8 tabled at the Meeting was carried.
ORDINARY RESOLUTION 9: PROPOSED ALLOTMENT AND ISSUANCE OF UP TO 2,114,891 ESOPSHARES PURSUANT TO THE COMPANY EMPLOYEE SHARE OPTION PLAN
The Chairman proposed the motion to Ordinary Resolution 9 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions:(a)approval be and is hereby given to the Company for the proposed allotment and issuance by theCompany of up to 2,114,891 ESOP Shares or such other number of ESOP Shares as may be
authorised by the Proposed New Remuneration Committee at the Issue Price of S$5.00 inaccordance with the Company ESOP; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Ordinary
Resolution 9.”

The result of Ordinary Resolution 9 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,304,632

20,699,832

73.13

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
7,604,800

26.87

Accordingly, Ordinary Resolution 9 tabled at the Meeting was carried.
ORDINARY RESOLUTION 10: PROPOSED CHANGE OF THE COMPANY’S INDEPENDENT AUDITORThe Chairman proposed the motion to Ordinary Resolution 10 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place:(a)Ernst & Young LLP be and is hereby appointed as independent auditor of the Company in place of
KPMG LLP with effect from the Completion Date and for the financial year ending 31 December
2023, and will hold office until the conclusion of the next AGM, at a remuneration to be determinedby the Directors; and(b)

the resignation of KPMG LLP as independent auditor of the Company with effect from the Completion
Date be and is hereby noted and approved.”VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 10 of 14

The result of Ordinary Resolution 10 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,787,032

27,513,632

95.58

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,273,400

4.42

Accordingly, Ordinary Resolution 10 tabled at the Meeting was carried.
ORDINARY RESOLUTION 11: PROPOSED APPOINTMENT OF MR. PHUA JIEXIAN JOSEPH AS A NEW
DIRECTOR UPON COMPLETION
The Chairman proposed the motion to Ordinary Resolution 11 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place, Mr. Phua Jiexian Joseph be and is hereby
appointed as a director of the Company with effect from Completion.”
The result of Ordinary Resolution 11 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,783,332

27,511,332

95.58

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,272,000

4.42

Accordingly, Ordinary Resolution 11 tabled at the Meeting was carried.
ORDINARY RESOLUTION 12: PROPOSED APPOINTMENT OF MR. LIEN CHIEN-LIN AS A NEW
DIRECTOR UPON COMPLETION
The Chairman proposed the motion to Ordinary Resolution 12 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place, Mr. Lien Chien-Lin be and is hereby appointed
as a director of the Company with effect from Completion.”[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

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The result of Ordinary Resolution 12 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,783,832

27,511,832

95.58

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,272,000

4.42

Accordingly, Ordinary Resolution 12 tabled at the Meeting was carried.
ORDINARY RESOLUTION 13: PROPOSED APPOINTMENT OF MR. AKIO TANAKA AS A NEW
DIRECTOR UPON COMPLETION
The Chairman proposed the motion to Ordinary Resolution 13 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place, Mr. Akio Tanaka be and is hereby appointed
as a director of the Company with effect from Completion.”
The result of Ordinary Resolution 13 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,782,832

27,495,832

95.53

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,287,000

4.47

Accordingly, Ordinary Resolution 13 tabled at the Meeting was carried.
ORDINARY RESOLUTION 14: PROPOSED APPOINTMENT OF MR. HIDETO MIZUNO AS A NEW
DIRECTOR UPON COMPLETION
The Chairman proposed the motion to Ordinary Resolution 14 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place, Mr. Hideto Mizuno be and is hereby appointed
as a director of the Company with effect from Completion.”[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 12 of 14

The result of Ordinary Resolution 14 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,783,832

27,501,832

95.55

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,282,000

4.45

Accordingly, Ordinary Resolution 14 tabled at the Meeting was carried.
ORDINARY RESOLUTION 15: PROPOSED APPOINTMENT OF MS. CHEN XIULING AS A NEW
DIRECTOR UPON COMPLETION
The Chairman proposed the motion to Ordinary Resolution 15 set out as follows which was duly seconded:“IT IS RESOLVED AS AN ORDINARY RESOLUTION THAT subject to and contingent upon the passing of
the Key Resolutions and subject to Completion taking place, Ms. Chen Xiuling be and is hereby appointed
as a director of the Company with effect from Completion.”
The result of Ordinary Resolution 15 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,783,832

27,496,832

95.53

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,287,000

4.47

Accordingly, Ordinary Resolution 15 tabled at the Meeting was carried.
SPECIAL RESOLUTION 1: PROPOSED CHANGE OF THE COMPANY’S NAME TO “17LIVE GROUP
LIMITED”
The Chairman proposed the motion to Special Resolution 1 set out as follows which was duly seconded:“IT IS RESOLVED AS A SPECIAL RESOLUTION THAT subject to and contingent upon the passing of the
Key Resolutions:(a)the Proposed Change of the Company’s Name from “Vertex Technology Acquisition Corporation
Ltd” to “17LIVE Group Limited” with effect from Completion be and is hereby approved; and[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023(b)

Page 13 of 14

each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Special
Resolution 1.”

Shareholders were informed that Special Resolution 1 has to be carried by the affirmative votes of not lessthan 75% of the total votes cast.
The result of Special Resolution 1 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,790,132

27,508,132

95.55

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,282,000

4.45

Accordingly, Special Resolution 1 tabled at the Meeting was carried.
SPECIAL RESOLUTION 2: PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES OF
ASSOCIATIONThe Chairman proposed the motion to Special Resolution 2 set out as follows which was duly seconded:“IT IS RESOLVED AS A SPECIAL RESOLUTION THAT subject to and contingent upon the passing of the
Key Resolutions:(a)the Proposed Adoption of the New Memorandum and Articles of Association be and is hereby
approved and adopted as the Memorandum and Articles of Association of the Company insubstitution for, and to the exclusion of, the existing Memorandum and Articles of Association witheffect from Completion; and(b)each of the Directors be and are hereby authorised and empowered to complete and do all suchacts and things (including without limitation, to execute all such documents as may be required, toapprove any amendments, alterations or modifications to any documents, and to sign, file and/or
submit any notices, forms and documents with or to the relevant authorities) as they may consider
necessary, desirable or expedient to give effect to the matters contemplated by this Special
Resolution 2.”

Shareholders were informed that Special Resolution 2 has to be carried by the affirmative votes of not lessthan 75% of the total votes cast.
[the remainder of this page is intentionally left blank]

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD
Minutes of Extraordinary General Meeting held on 1 December 2023

Page 14 of 14

The result of Special Resolution 2 tabled at the Meeting, taken on a poll, was as follows:

Total number ofshares represented by
votes for and against
the relevant resolution

Number ofsharesFOR
As a percentage
of total number ofvotes for andagainst theresolution (%)

28,778,532

27,505,632

95.58

AGAINST
As a percentage
Number ofof total number
sharesof votes for andagainst theresolution (%)
1,272,900

4.42

Accordingly, Special Resolution 2 tabled at the Meeting was carried.
Given that the Key Resolutions (Ordinary Resolutions 1 to 9 and Special Resolutions 1 and 2), which areinter-conditional, were carried, Ordinary Resolutions 10 to 15, which are conditional upon the Key
Resolutions being carried, were also carried.
5.

CLOSURE

5.1

There being no other business, the Chairman concluded the business of the EGM and declared theEGM closed at 2.47 p.m.

CONFIRMED AS TRUE RECORD OF PROCEEDINGS HELDCHUA KEE LOCKCHAIRMANAPPENDIX A

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

APPENDIX B

VERTEX TECHNOLOGY ACQUISITION CORPORATION LTD(Company Registration Number: 378671)(Incorporated in the Cayman Islands on 21 July 2021)
APPENDIX “B” TO THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING HELD
ON 1 DECEMBER 2023: QUESTIONS RAISEDQuestion: If shareholders hold on to the warrants, will the exercise price
be lower in view of the bonus warrants to be issued.

Answer: The warrant exercise price will remain unchanged at S$5.75
with a 5-year expiry in 2028 for shareholders who want toexercise or sell their warrants. Currently, the warrant istechnically “out-of-money” and independently traded. Warrant
price does correlate with the mother share price. For thoseshareholders who had redeemed their shares, they will not get
the additional 0.2 warrant awarded for every non-redeeming
mother share.

Question: There is no roadshow for the PIPE financing. What was the
response to the PIPE shares subscription and who are the
PIPE investors (or fund managers)? We would like to know
who are the fund managers that are holding the shares of
17LIVE when it is listed. What is the investment sentimenttowards PIPE financing. Can you also elaborate on thebusiness model of 17LIVE.

Answer: There was a roadshow for the PIPE investors. The amountthat had been raised from the PIPE investors was S$3.0
million as disclosed. 17Live is a profitable company withpositive cashflow hence the targeted size of PIPE financing
was relatively small to minimise dilution. Due to confidentiality
reason, the names of the PIPE investors cannot be disclosed,
Given the current macro market environment and the ongoing
war situation in Israel and Ukraine, investor sentiment globallyis still generally cautious. Hopefully with more education, theinvesting public would understand 17LIVE better which wouldin turn attract more investors in time to come.
Shareholders can refer to the circular for more information on
the business model of 17LIVE.

Page 1 of 2

Question: Can the Board share what is the level of redemption? With thecurrent level of redemption as well as the PIPE financing, isthere sufficient cash for 17LIVE’s future expansion?

Answer: The total number of redeeming shares is 26,016,200 shares
representing 62.5% of the VTAC total issued share capital.
Post completion, VTAC will deliver approximately S$80.9
million (comprising about S$77.9 million in escrow account and
S$3.0 million from PIPE financing). 17LIVE is also cashflow
positive and has about USD40M cash in its account as of 1H
2023 as disclosed in the Circular.

Page 2 of 2