The board of directors of Valuetronics Holdings Limited (the "Company", and together with its subsidiaries, the "Group") announced that the Company's wholly-owned subsidiary, Value Match Company Limited ("VML") had on 24 June 2024 entered into a joint venture agreement (the "JVA") with Sinnet Cloud HK Limited ("SinnetCloud HK") and newly incorporated Trio AI Limited (the "JV Company") pursuant to which VML and SinnetCloud HK have agreed to establish a joint venture to carry on the business of providing GPU (graphic processing unit) and AI (artificial intelligence) related value-added cloud services in Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). Formation of the JV Company: The JV Company was incorporated on 19 June 2024 under the laws of Hong Kong for the purpose of the joint venture with one issued and fully paid-up ordinary share (subscriber share). Following the signing of the JVA, the subscriber share was transferred to VML.

Subscription of Shares: VML and SinnetCloud HK shall subscribe for such number of ordinary shares in the JV Company within two (2) days and make payment in cash and in-kind respectively as soon as practicable thereafter and in any event no later than 45 days from the date of the JVA. Following the completion of the subscription, the JV Company will have an issued and paid-up share capital of HKD 14,000,000 divided into 14,000,000 ordinary shares. Software Licence: As a term of the joint venture, SinnetCloud HK will grant the JV Company a perpetual licence on an exclusive basis for the use of its suite of proprietary software which provides a software platform for the JV Company's business and operations in Hong Kong and Macau Special Administrative Region of the PRC ("Macau").

SinnetCloud HK and the JV Company will enter into an agreement in respect of the grant of the said licence. In consideration of the grant of the licence, the JV Company will allot and issue 6,300,000 fully paid-up ordinary shares to SinnetCloud HK in accordance with the JVA as a one-time payment for the licence fee. The grant of the licence will include the provision of support and updates to the software, including all future upgrades and enhancements, free of charge, to ensure the continued functionality and competitiveness of the JV Company's business and operations within the markets it operates in.

The JV Company will carry on the business of providing GPU (graphic processing unit) and AI (artificial intelligence) related value-added cloud services in Hong Kong. It will utilise servers powered by high performance GPU (graphic processing unit) which aim to deliver computing capabilities tailored for AI applications. Beyond high-performance computing, the JV Company will provide a comprehensive suite of ancillary services, including data services and model services.

These encompass model training and optimisation, as well as model inference and optimisation, ensuring efficient and effective model performance. These services are designed to meet the evolving needs of businesses seeking to harness the power of AI. Board Composition: The board of directors of the JV Company shall consist of up to three (3) directors, comprising: two (2) directors nominated by the Company; and one (1) director nominated by SinnetCloud HK.