V1 : Discloseable Transaction in Respect of Further Subscription of New Ordinary Shares in Bank of Asia (BVI) Limited

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

V1 GROUP LIMITED 第 一 視 頻 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 82) DISCLOSEABLE TRANSACTION IN RESPECT OF FURTHER SUBSCRIPTION OF NEW ORDINARY SHARES IN BANK OF ASIA (BVI) LIMITED THE SUBSCRIPTIONS

Further to the announcement of the Company dated 28 December 2016 in relation to the entering into the MOU and completion of the First Subscription, the Board is pleased to announce that on 9 January 2017 (after trading hours), the Subscriber, the Issuer and the Guarantor entered into the Second Subscription Agreement, pursuant to which the Subscriber has conditionally agreed to subscribe and the Issuer has conditionally agreed to issue an additional 50,190,323 shares in the Issuer, representing approximately 31.1% of the total issued shares of the Issuer as enlarged by the Second Subscription at a subscription price of US$30,800,000 (equivalent to approximately HK$239,008,000).

Following completion of the Second Subscription, the Subscriber will hold in aggregate 61,290,323 shares, representing approximately 38.0% of the total issue shares of the Issuer enlarged by the Second Subscription.

LISTING RULES IMPLICATION

The First Subscription did not constitute any notifiable transaction for the Company.

However, the Second Subscription alone and the First Subscription and the Second Subscription when aggregated constitute a discloseable transaction for the Company under Chapter 14 of the Listing Rules pursuant to Rule 14.22 of the Listing Rules, as one or more of the applicable percentage ratios stipulated under Rule 14.07 of the Listing Rules in respect of the Subscriptions is/are more than 5% but less than 25%. The Second Subscription is subject to the reporting and announcement requirements under Chapter 14 of the Listing Rules.

Further to the announcement of the Company dated 28 December 2016 in relation to the entering into the MOU and completion of the First Subscription, the Board is pleased to announce that on 9 January 2017 (after trading hours), the Subscriber, the Issuer and the Guarantor entered into the Second Subscription Agreement, pursuant to which the Subscriber has conditionally agreed to subscribe for and the Issuer has conditionally agreed to issue an additional 50,190,323 shares in the Issuer, representing approximately 31.1% of the total issued shares of the Issuer as enlarged by the Second Subscription at a subscription price of US$30,800,000 (equivalent to approximately HK$239,008,000). Details of the Second Subscription Agreement are set out below.

MAJOR TERMS OF THE SECOND SUBSCRIPTION AGREEMENT

Date : 9 January 2017

Parties : (a) the Subscriber

1. the Issuer; and

2. the Guarantor

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Issuer and the Guarantor and their ultimate beneficial owners are Independent Third Parties.

Subject of the Second : 50,190,323 new shares of the Issuer, representing approximately

Subscription

31.1% of the total issued shares of the Issuer enlarged by the Second Subscription

Subscription Price : US$30,800,000 (equivalent to approximately HK$239,008,000) payable by the Subscriber to the Issuer which will be settled in cash upon completion of the Second Subscription

CONDITIONS PRECEDENT FOR COMPLETION OF THE SECOND SUBSCRIPTION

Completion of the Second Subscription will be subject to satisfaction or waiver of the conditions precedent as detailed in the Second Subscription Agreement as follows:

1. the results of the legal, financial and business due diligence on the Issuer carried out by the Subscriber and/or its agents being satisfactory to the Subscriber;

2. approval by the FSC of the subscription of the new shares in the Issuer by the Subscriber;

3. the FSC having approved to lower the minimum paid up capital of the Issuer to not less than US$38,000,000 as a condition of the issuance of the restricted Class 1 banking license with the FSC to carry on banking and related business in accordance with the Banks and Trust Companies Act;

4. the BOA Shareholders' Agreement having been entered into on or before completion of the Second Subscription;

5. all corporate and other actions required to be taken by the Issuer in connection with the issuance and sale of the subscription shares shall have been completed;

6. no representation, warranty or undertaking under the Second Subscription Agreement having been breached by the Issuer or is otherwise rendered inaccurate, untrue or misleading in any material respect, in each case on or prior to completion;

7. no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or imposes any damages or penalties that are substantial in relation to the Issuer, or otherwise makes illegal the consummation of the transactions contemplated by the Second Subscription Agreement; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or impose any damages or penalties that are substantial in relation to the Issuer, or otherwise makes illegal the consummation of the transactions contemplated by the Second Subscription Agreement;

8. all shareholders having waived any pre-emptive rights or rights of first refusal (if any) arising pursuant to any contract, the memorandum and articles of association of the Issuer, applicable laws or any other such rights whatsoever that such shareholders have with regard to allotment and issue of the subscription shares; and

9. there must not have been commenced or threatened any proceeding or action (i) involving any challenge to, or seeking damages or other relief in connection with, the transactions contemplated by the Second Subscription Agreement or (ii) that may have the effect of preventing, delaying, making illegal, or otherwise interfering with the transactions contemplated the Second Subscription Agreement, that in either case would materially affect the ability of the subscriber or the Issuer to consummate the transactions contemplated by the Second Subscription Agreement.

The Issuer shall use its best commercial efforts to procure the fulfilment of the above conditions on or before the Long Stop Date. The Subscriber may at its sole and absolute discretion waive conditions (a) and (d) to (i) set out above.

If the above conditions are not fulfilled (or being waived) on or before the Long Stop Date, the Second Subscription Agreement shall terminate and neither of the parties thereto will have any claim against the other for costs, damages, compensation or otherwise save for any antecedent breach of the Second Subscription Agreement.

CONSIDERATION

The subscription price for the Second Subscription shall be settled in cash by way of wire transfer to the bank account designated by the Issuer.

The subscription price for the Second Subscription is approximately US$0.61 (equivalent to approximately HK$4.73) per share and the average subscription price for the Subscriptions is approximately US$0.60 (equivalent to approximately HK$4.66) per share. The subscription price for the Second Subscription was negotiated on an arm's length basis between the Subscriber and the Issuer having considered (i) the business prospects and growth potential of the Issuer; (ii) the lowering of the minimum capital requirement of the Issuer required by the FSC to US$38,000,000 (equivalent to approximately HK$294,880,000) (as a condition to completion of the Second Subscription) which makes the operation of the Issuer less capital intensive and enhances potential return on equity; (iii) the price of approximately US$0.45 (equivalent to approximately HK$3.49) per share paid by Oasis Sun in the angel round investment in the Issuer which was determined primarily on a pre-money and pre- FSC approval basis; (iv) the undertaking given by the Issuer and the Guarantor on the Issuer commencing commercial operation of its banking business on or before 27 September 2017 and the compensation arrangement for failing to do so as disclosed below. The subscription price for the Second Subscription was lower than that set out in the MOU. This is because after further negotiation following the signing of the MOU the Issuer agreed to reduce the subscription price in exchange for the Company agreeing to open up its proprietary database in China built up over the last 10 years for use by the Issuer. The parties consider the availability of the database is greatly conducive to the long term business development of the Issuer.

In view of the above, the Board is of the view that the terms of the Second Subscription are fair and reasonable and the entering into the Second Subscription Agreement is in the interest of the Company and the shareholders as a whole.