Value Convergence Holdings Limited — AGM Information 2011

Apr 18, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Value Convergence Holdings Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability) website: http://www.vcgroup.com.hk (Stock Code: 821)

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Value Convergence Holdings Limited (the “ Company ”) to be held at 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, 26 May 2011 at 11:00 a.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the registered office of the Company at 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof (as the case may be) should you so wish.

19 April 2011

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.	General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.	Refreshment of Scheme Mandate Limit of Share Option Scheme . . . . . . . . . . . . . . . . 5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Appendix II	– Details of Directors Proposed to be Re-elected. . . . . . . . . . . . . . . . . . . . . . . 11
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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This circular is printed on environmentally friendly paper.

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”	the annual general meeting of the Company to be held on
	Thursday, 26 May 2011 at 11:00 a.m. at 29th Floor, The
	Centrium, 60 Wyndham Street, Central, Hong Kong
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors of the Company
“Companies Ordinance”	the Companies Ordinance (Chapter 32) of the Laws of Hong Kong
“Company”	Value Convergence Holdings Limited, a company incorporated in
	Hong Kong with limited liability under the Companies Ordinance,
	whose shares are listed on the Stock Exchange
“Directors”	the directors of the Company
“GEM”	the Growth Enterprise Market of the Stock Exchange
“GEM Share Option Scheme”	the share option scheme adopted by the Company on 29
	November 2001 and terminated on 15 August 2008
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	mean the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	mean 12 April 2011, being the latest practicable date prior to
	the printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Main Board”	the securities market operated by the Stock Exchange prior to the
	establishment of GEM (excluding the options market) and which
	continues to be operation by the Stock Exchange in parallel with
	GEM. For the avoidance of doubt, the Main Board excludes GEM.
“2009 Share Option Scheme”	the share option scheme adopted by the Company on 8 June 2009

1

	DEFINITIONS
“Scheme Mandate Limit”	the maximum number of Shares which maybe issued upon
	exercise of all Share Options granted or to be granted under the
	2009 Share Option Scheme as at 8 June 2009, being the date when
	the scheme mandate limit of the 2009 Share Option Scheme was
	granted
“Share(s)”	the ordinary share(s) of HK$0.1 each in the share capital of the
	Company
“Share Option(s)”	a right to subscribe for Share(s) granted by the Company under the
	2009 Share Option Scheme
“Shareholder(s)”	holder(s) of Share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“%”	per cent.

2

LETTER FROM THE BOARD

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

website: http://www.vcgroup.com.hk (Stock Code: 821)

• Dr. Lee Jun Sing* (Chairman)

• Mr. Chau King Fai, Philip[#]

• Mr. Cheng Tze Kit, Larry[#] (Chief Investment Officer)

• Ms. So Wai Yee, Betty[#] (Chief Financial Officer)

• Ms. Lam Yuk Ying, Elsa[#]

Registered Office: 28th Floor, The Centrium 60 Wyndham Street Central Hong Kong

• Mr. Zhou Wentao[#]

• Mr. Lam Cho Ying, Terence Joe*

• Ms. Wang Ying*

• Mr. Lam Kwok Hing, Wilfred[+]

• Mr. Tse On Kin[+]

• Mr. Lam Ka Wai, Graham[+]

• Executive Director * Non-executive Director

• • Independent Non-executive Director

19 April 2011

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

3

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The resolution set out in item 4 of the notice of the AGM, if passed, will give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares up to 10% of the aggregate nominal amount of the Company’s issued share capital (the “ Repurchase Mandate ”) before the Company’s next annual general meeting. A statement explaining the Repurchase Mandate in accordance with the Listing Rules is set out in Appendix I to this circular.

At the AGM, resolution set out in item 5 of the notice of the AGM will be proposed which, if passed, will give the Directors a general mandate to issue new Shares representing up to (i) 20% of the aggregate nominal amount of the Company’s issued share capital at the date of passing the resolutions, (based on the number of issued shares of the Company as at the Latest Practicable Date, the mandate would give the Directors to issue 79,947,365 Shares) and (ii) the nominal amount of the share capital of the Company repurchased by the Company subsequent to the passing of such resolutions (the “ Issue Mandate ”).

The Issue Mandate and the Repurchase Mandate will continue to be in force from the passing of the said resolutions until whichever the following first occurs:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; or

• (iii) the revocation or variation of the authority given under such ordinary resolutions by an ordinary resolution or ordinary resolutions of the shareholders of the Company in general meeting.

With respect to the Issue Mandate and the Repurchase Mandate, the Directors confirm that they have no current intention of exercising them.

3. RE-ELECTION OF DIRECTORS

The Board currently consists of eleven Directors, including five executive Directors, namely, Mr. Chau King Fai, Philip, Mr. Cheng Tze Kit, Larry (Chief Investment Officer), Ms. So Wai Yee, Betty (Chief Financial Officer), Ms. Lam Yuk Ying, Elsa and Mr. Zhou Wentao; three non-executive Directors, namely, Dr. Lee Jun Sing (Chairman), Mr. Lam Cho Ying, Terence Joe and Ms. Wang Ying; and three independent non-executive Directors, namely, Mr. Lam Kwok Hing, Wilfred, Mr. Tse On Kin and Mr. Lam Ka Wai, Graham.

4

LETTER FROM THE BOARD

Pursuant to Article 92 of the Articles of Association, any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. In accordance with this provision, Ms. Lam Yuk Ying, Elsa and Mr. Zhou Wentao shall retire at the forthcoming annual general meeting, and being eligible, offer themselves for re-election.

Pursuant to Article 101 of the Articles of Association, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office. The Directors to retire every year shall be those who have been longest in office since their last election. In accordance with this provision, Mr. Chau King Fai, Philip, Ms. Wang Ying and Mr. Lam Kwok Hing, Wilfred shall retire at the forthcoming annual general meeting, and being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors proposed for re-election at the AGM are set out in Appendix II of this circular.

4. REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME

The Company adopted the GEM Share Option Scheme and the 2009 Share Option Scheme. As the GEM Share Option Scheme was terminated on 15 August 2008, no further options maybe offered or granted under the GEM Share Option Scheme. As at the Latest Practicable Date, 940,139 share options, representing 0.24% of the issued share capital of the Company as at the Latest Practicable Date, granted under the GEM Share Option Scheme were outstanding.

Under the rules of the 2009 Share Option Scheme:

• (a) the maximum number of Shares in respect of which Share Option maybe granted under the 2009 Share Option Scheme when aggregated with any Shares subject to any other schemes involving the issue or grant of options or similar rights over Shares or other securities by the Company (the “ Other Schemes ”) shall not exceed 10% of the issued share capital as at the date of approval of the 2009 Share Option Scheme (the “ 10% limit ”);

• (b) the 10% limit may be refreshed upon approval by the Shareholders at general meeting provided that the total number of Shares which may be issued upon the exercise of all Share Options to be granted under the 2009 Share Option Scheme and Other Schemes under the new 10% limit as refreshed must not exceed 10% of the Shares in issue as at the date of approval of the refreshment of the 10% limit by Shareholders at general meeting and for the purpose of calculating the new 10% limit as refreshed, Share Options previously granted under the 2009 Share Option Scheme and Other Scheme, including those outstanding, cancelled, lapsed in accordance with the terms of these schemes or options which have been exercised shall not be counted; and

• (c) the maximum number of Shares which may be issued upon the exercise of all outstanding Share Options granted and yet to be exercised under the 2009 Share Option Scheme and Other Schemes must not exceed 30% of the Shares in issue from time to time.

5

LETTER FROM THE BOARD

As at 8 June 2009, being the date of adoption of the 2009 Share Option Scheme, the total number of issued Share was 371,169,772. The Scheme Mandate Limit was 37,116,977 Shares, representing 10% of the Shares in issue as at the date of adoption of the 2009 Share Option Scheme. The Company has not refreshed the Scheme Mandate Limited since the date of adoption of the 2009 Share Option Scheme.

From 8 June 2009 to the Latest Practicable Date, an aggregate of 20,200,000 Share Options were granted, of which 3,276,000 Share Options were exercised, 160,000 Share Options were lapsed and 16,764,000 Share Options, representing 4.19% of the issued share capital of the Company as at the Latest Practicable Date, were outstanding under the 2009 Share Option Scheme. No Share Options have been cancelled under the 2009 Share Option Scheme since the date of adoption of the 2009 Share Option Scheme.

The Directors proposed to refresh the Scheme Mandate Limit so that the Company will have more flexibility to provide incentives or rewards to participants for their contribution to the Group and/ or to enable the Group to recruit and retain high-caliber employees and attract human resources that are valuable to the Group. Assuming no further Shares are issued and repurchased, if the refreshment of the Scheme Mandate Limit is approved at the AGM based on the 399,736,829 Shares in issue as at the Latest Practicable Date, the Director will be able to grant options under the 2009 Share Option Scheme carrying the rights to subscribe for a maximum of up to a total of 39,973,682 Shares under the refreshed Scheme Mandate Limit, representing 10% of the total number of Shares in issue as at the Latest Practicable Date.

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM to approve the refreshment of the Scheme Mandate Limit; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any Share Options under the 2009 Share Option Scheme that may be granted subject to the approval of the refreshment of Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any Share Options granted subject to the approval of the refreshment of the Scheme Mandate Limit.

5. ANNUAL GENERAL MEETING

Appendix III on pages 16 to 20 of this circular contains the AGM Notice, which specifies resolutions to be proposed to the Shareholders as ordinary business (being adoption of the audited financial statements and the directors’ and auditor’s reports of the Company for the year ended 31 December 2010, re-election of Directors, fixing of remuneration of Directors and re-appointment of auditor and fixing of their remuneration) and as special business (being grant of the Issue Mandate and the Repurchase Mandate and extension of the Issue Mandate and the refreshment of the Scheme Mandate Limit). Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll and results of the poll must be announced. The chairman of the meeting will at the AGM demand, pursuant to Article 73 of the Articles of Association, poll voting on all resolutions set out in the

6

LETTER FROM THE BOARD

notice of the AGM. Consequently, all the resolutions proposed at the AGM would be voted upon by the Shareholders by poll.

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon to the registered office of the Company at 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time fixed for the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

No Shareholder has any material interests in the proposed adoption of the audited financial statements and the directors' and auditors' reports of the Company for the year ended 31 December 2010; the re-election of Directors; the fixing of remuneration of Directors and re-appointment and fixing of remuneration of auditors; the grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; and the refreshment of the Scheme Mandate Limit. Accordingly, no Shareholder is required to abstain from voting at the AGM in respect of the resolutions to be proposed at the AGM.

6. RECOMMENDATION

The Board believes that the re-election of Directors, granting of Issue Mandate and Repurchase Mandate, extension of Issue Mandate and the refreshment of the Scheme Mandate Limit as set out in the notice of the AGM are in the best interests of the Company and its Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board of Value Convergence Holdings Limited Chau King Fai, Philip Executive Director

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EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate and also constitutes the memorandum required under section 49BA of the Companies Ordinance.

1. THE LISTING RULES

The Listing Rules permit a company with a primary listing on the Stock Exchange to repurchase its securities on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

• (a) The shares to be repurchased by a company must be fully paid-up.

• (b) The company has previously sent to its shareholders an explanatory statement complying with the Listing Rules.

• (c) All on-mark repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the Company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 399,736,829 Shares. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 39,973,682 Shares (representing 10% of the aggregate nominal amount of the Company’s issued share capital at the date of passing the resolution).

3. REASON FOR PURCHASE

The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in future when depressed market conditions arise, repurchases of Shares may support the share prices and lead to an enhancement of the net asset value of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.

8

EXPLANATORY STATEMENT

APPENDIX I

4. FUNDING OF REPURCHASES

Repurchase would be funded entirely from the Company’s available cash flow or working capital facilities which will be funds legally available for the purpose and in accordance with the Companies Ordinance and the memorandum and articles of association of the Company.

The Companies Ordinance provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the company or from the proceeds of a new issue of shares made for the purpose. The Companies Ordinance further provides that the amount of premium payable on repurchase may only be paid out of the distributable profits of the company. Where the repurchased shares were issued at a premium, any premium payable on repurchase may be paid out of the proceeds of a fresh issue of shares made for the purposes of the share repurchase up to certain limits specified by the Companies Ordinance.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report for the year ended 31 December 2010) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date:

Month	Highest	Lowest
	HK$	HK$
2010
April	3.53	1.86
May	3.83	2.74
June	3.57	2.86
July	3.22	2.80
August	2.90	2.68
September	2.80	2.10
October	2.68	2.23
November	2.48	2.16
December	2.38	1.89
2011
January	2.18	1.72
February	2.15	1.60
March	2.05	1.69
April (up to the Latest Practicable Date)	2.06	1.81

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EXPLANATORY STATEMENT

APPENDIX I

6. EFFECT OF TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the term under the Takeovers Code), depending on the level of increase in the Shareholder’s or Shareholder group’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, the Company does not have any substantial shareholder within the meaning of Part XV of the SFO. As such, save as aforesaid, the Directors are not aware of any consequence which would arise under the Takeover Code as a consequence of any purchase pursuant to the Repurchase Mandate.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company had not purchase any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular. The Company will not purchase its Shares if less than 25% of its issued share capital is held by the public.

8. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

9. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Companies Ordinance and the regulations set out in the memorandum and articles of association of the Company.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are particulars of the Directors proposed to be re-elected at the AGM.

(1) Chau King Fai, Philip Executive Director

Mr. Chau, aged 49, joined the Group in May 2004 and was appointed as executive Director of the Company in September 2009. Currently, Mr. Chau is the managing director of VC Capital Limited, a non-wholly owned subsidiary of the Company. He is also the chairman of the Regulatory Compliance Committee, a member of the Executive Committee, Nomination Committee and Finance Committee and a director of certain subsidiaries of the Company. Save as disclosed above, Mr. Chau does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company or other members of the Group.

Mr. Chau has over 20 years of experience in banking and corporate finance. He has held senior positions with several major international banks. Mr. Chau has been involved in numerous corporate finance transactions including flotation of various companies on stock exchanges in Hong Kong and the PRC, fund raising exercises of listed companies in the secondary market and financial advisory work of various nature for public and private companies in the Greater China region. Mr. Chau holds a bachelor degree in business administration majoring in finance from The Chinese University of Hong Kong.

Mr. Chau has a service contract with VC Capital Limited, a non-wholly owned subsidiary of the Company, which may be terminated by either party by written notice of not less than six months and subject to rotation, retirement and re-election at annual general meeting pursuant to Articles of Association. Mr. Chau’s monthly salary is HK$169,600, and he may also receive a bonus of 5% of the profit before tax and extraordinary items of VC Capital Limited, subject to the approval of the Board or the Remuneration Committee of the Company, payable in February each year. The amount of emoluments is determined by arm’s length negotiation between the parties with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Chau has (i) 2,369,869 shares of the Company; and (ii) share options granted by the Company to subscribe for 2,000,000 Shares at an exercise price of HK$2.07 each pursuant to the 2009 Share Option Scheme within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chau has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of Listing Rules.

11

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(2) Ms. Wang Ying Non-executive Director

Ms. Wang, aged 58, joined the Group as non-executive Director in January 2010. Currently, Ms. Wang is the Founder and Senior Advisor of United Global Resources, LLC, which is engaged in worldwide energy technology and minerals acquisition. She is also the director of the Board of Tianjin Commodity Exchange, the first privately owned commodity exchange in China and the President of China Business Consulting Inc. (USA) and Asia Consultants International Limited (HK).

From 1992 to 2002, Ms. Wang served as Vice President and Senior Advisor of the Cathay China Direct Investment Fund. She has participated in numerous joint ventures, initial public offering, trade and educational projects between the United States of America (“ USA ”) and China. Ms. Wang also actively participates in non-profit programs. She serves as a member of the Board of the US Association for the UN University for Peace (UPEACE/US) and a member of the China Advisory Committee of the Grameen Foundation USA. Save as disclosed above, Ms. Wang does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Ms. Wang received a Bachelor of Art from Tsinghua University, Beijing, China and a Master of Public Administration from Harvard University, USA. She has worked in the Chinese Government for 16 years. During her service in the Chinese Government, she was an English translator for top Chinese leaders, including the President and the Premier. She has served as division chief for Foreign Liaison and the project director for UNICEF WID. She also represented China on the executive board of UNICEF from 1989 to 1990.

There is no service contract entered into between Ms. Wang and the Company. Ms. Wang is not appointed for a specific term but will be subject to rotation, retirement and re-election at the annual general meeting pursuant to the Articles of Association. The director’s fee of Ms. Wang as a non-executive Director is HK$80,000 per annum, which is determined by reference to her duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Ms. Wang does not have any interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Wang has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(3) Mr. Lam Kwok Hing, Wilfred Independent Non-executive Director

Mr. Wilfred Lam, aged 51, joined the Group as an independent non-executive Director in January 2010. Currently, Mr. Wilfred Lam is the chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee of the Company. Mr. Wilfred Lam is the Justice of Peace of the Hong Kong Special Administrative Region of the People’s Republic of China and has been awarded Queen’s Badge of Honour in January 1997. He is also a senior associate of Philip KH Wong, Kennedy YH Wong & Co., Solicitors & Notaries. Moreover, he is the group vice president of 3D-GOLD Jewellery (HK) Ltd. and a director of Business Operations (China) Department and Aide-de-Camp of Brand Promotion of Hong Kong Resources Holdings Company Limited (Stock Code: 2882), a company listed on the Main Board; the non-executive vice-chairman and non-executive director of National Arts Holdings Limited (Stock Code: 8228), a company listed on the GEM and the independent non-executive director of The Hong Kong Building and Loan Agency Limited (Stock Code: 145), a company listed on the Main Board. Save as disclosed above, Mr. Wilfred Lam does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company or other members of the Group.

Mr. Wilfred Lam holds a bachelor’s degree in Law with honours from the University of Hong Kong and is a practising solicitor of Hong Kong. He also holds the professional qualification of Estate Agent’s (Individual) Licence in Hong Kong. Being an active member in social and charity activities, Mr. Wilfred Lam is a Support Force Commander of the Civil Aid Service and Director of the Kwai Tsing District Community Development Fund in Hong Kong. He is also an executive member of the liaison association of the Chinese People’s Political Consultative Conference, Guangdong Province.

There is no service contract entered into between Mr. Wilfred Lam and the Company. Mr. Wilfred Lam is not appointed for a specific term but will be subject to rotation, retirement and re-election at the annual general meeting pursuant to the Articles of Association. The remuneration of Mr. Wilfred Lam as an independent non-executive Director and committee members of the Company is HK$178,000 per annum, which is determined by reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Wilfred Lam does not have any interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wilfred Lam has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company. Other than a bankruptcy order made against Mr. Wilfred Lam on 28 August 2003 but unconditionally discharged by the High Court of Hong Kong on 18 September 2007, there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(4) Ms. Lam Yuk Ying, Elsa Executive Director

Ms. Elsa Lam, aged 50, joined the Group in February 2010 and was appointed as executive Director of the Company in February 2011. Currently, she is a director of VC Asset Management Limited, a non-wholly owned subsidiary of the Company. Save as disclosed above, Ms. Elsa Lam does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Ms. Elsa Lam has over 10 years of experience in securities industry and more than 15 years of experience in the treasury function in several major banks. Prior to joining the Group, Ms. Elsa Lam was an associate director of Excalibur Hong Kong and held senior positions at Glory Sky Global Markets Limited and Kingston Securities Limited. She was also the head of treasury department of KBC Bank N.V. Ms. Elsa Lam is holding Type 1 (Dealing in Securities), Type 2 (Dealing in Futures Contracts) and Type 9 (Asset Management) regulated activities licences, issued by the Hong Kong Securities and Futures Commission.

Ms. Elsa Lam has a service contract with VC Asset Management Limited, a non-wholly owned subsidiary of the Company, which may be terminated by either party by written notice of not less than six months and subject to rotation, retirement and re-election at annual general meeting pursuant to the Articles of Association. Ms. Elsa Lam’s monthly salary is HK$80,000, plus year end discretionary bonus, which is to be determined by the Board or the Remuneration Committee of the Company, payable in February each year. The amount of emoluments is determined by arm-length negotiation between the parties with reference to her duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Ms. Elsa Lam does not have any interest in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Elsa Lam has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(5) Mr. Zhou Wentao Executive Director

Mr. Zhou, aged 39, joined the Group as executive Director in February 2011. He graduated from Southwest University of Political Science & Law in China and obtained a bachelor’s degree in law. He worked for People’s Government of Shenzhen Municipality of China as deputy head, head and deputy director between 1994 and 2002. Prior to joining the Group, Mr. Zhou was the chief executive officer of Shenzhen Jiu Yu Investment Company Limited (深圳九夷投資有限公司), vice president of China Nuclear Assets Management Limited (香港中國核子資產管理有限公司) and executive director of Hong Kong China Enterprise Fund Management Company (香港中企基金 管理有限公司). Save as disclosed above, Mr. Zhou does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Mr. Zhou has a service contract with VC Services Limited, a wholly owned subsidiary of the Company, which may be terminated by either party by written notice of not less than six months and subject to rotation, retirement and re-election at annual general meeting pursuant to the Articles of Association. Mr. Zhou’s monthly salary is HK$80,000, plus year end discretionary bonus, which is to be determined by the Board or the Remuneration Committee of the Company, payable in February each year. The amount of emoluments is determined by arm-length negotiation between the parties with reference to his duties and responsibilities within the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Zhou and his associates (as defined in the Listing Rules) hold 8,816,000 Shares, representing approximately 2.21% of the issued share capital of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhou has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

website: http://www.vcgroup.com.hk

(Stock Code: 821)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the annual general meeting of Value Convergence Holdings Limited (the “ Company ”) will be held at 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, 26 May 2011 at 11:00 a.m. for the following purposes:

1. To consider and receive the audited financial statements and the reports of the directors and auditor for the financial year ended 31 December 2010.

2. To re-elect directors and to fix the remuneration of directors.

3. To re-appoint auditor and to authorize the board of directors to fix their remuneration.

4. As special business, to consider and, if thought fit, pass the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to repurchase shares of the Company be and it is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which may be repurchased on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Repurchases pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever of the following first occurs:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.

“Shares” means shares of all classes in the capital of the Company and other securities which carry a right to subscribe or purchase shares of the Company.”

1. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTION

• (I) “ THAT :

• (a) subject to paragraph (c) of this Resolution and pursuant to Section 57B of the Companies Ordinance, the exercise by the directors of the Company during the Relevant Period of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require the exercise of such power be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require the exercise of such power after the end of the Relevant Period;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution plus;

• (bb) (if the directors of the Company are so authorized by a separate resolution of the shareholders of the Company) the nominal amount of share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing this Resolution), and the said approval shall be limited accordingly;

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever of the following first occurs:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

• iii. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

“Rights Issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

“Shares” means shares of all classes in the capital of the Company and other securities which carry a right to subscribe or purchase shares of the Company.”

• (II) “ THAT the directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution (I) in item 5 of the notice of this meeting in respect of the share capital of the Company referred to in subparagraph (bb) of paragraph (c) of such resolution.”

• As special business to consider and, if thought fit, pass the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of and permission to deal in the shares of the Company to be issued pursuant to the exercise of any options (“Options”) granted under the share option scheme of the Company adopted on 8 June 2009 (“Share Option Scheme”), the directors of the Company be and are hereby authorized, at their absolute discretion, to grant, in accordance with the terms of the Share Option Scheme, all applicable laws and the requirement of The Rules Governing the Listing of Securities on the Stock Exchange as may be amended from time to time, Options and to allot and issue shares pursuant to the exercise of such Options up to 10% of the issued share capital of the Company at the date of passing of this Resolution.”

By Order of the Board of

Value Convergence Holdings Limited Wong Yee Wah Company Secretary

Hong Kong, 19 April 2011

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

Registered Office:

28th Floor, The Centrium 60 Wyndham Street Central Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the meeting (or at any adjournment thereof) convened by the notice is entitled to appoint one or more proxies to attend and on a poll vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, a form of proxy must be deposited at the Company’s registered office together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

4. With regard to item 2 above, the Board of Directors of the Company proposes that the retiring Directors, namely, Mr. Chau King Fai, Philip, Ms. Wang Ying, Mr. Lam Kwok Hing, Wilfred, Ms. Lam Yuk Ying, Elsa and Mr. Zhou Wentao be reelected as Directors of the Company. Details of these retiring Directors are set out in the Appendix II to the Company’s circular to shareholders dated 19 April 2011.

5. With regard to item 4 above, the Directors wish to draw the attention of the shareholders to the circular which summarises the more important provisions of the Listing Rules relating to the repurchase of shares on The Stock Exchange of Hong Kong Limited by a company and will be despatched to the shareholders together with the annual report. The present general mandate to repurchase shares given by the shareholders expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.

6. With regard to item 5 above, the Directors wish to state that, currently, they have no plans to issue any additional new shares of the Company (other than pursuant to any of items (ii), (iii) or (iv) contained in paragraph (c) of the Resolution 5(I)). The present general mandate to issue shares given by the shareholders expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.

7. In accordance with the Listing Rules, voting on the above resolutions will be taken by poll.

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