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Value Convergence Holdings Limited Capital/Financing Update 2011

May 31, 2011

49488_rns_2011-05-31_bb79c7b0-681f-4068-9036-5e566fe390f3.pdf

Capital/Financing Update

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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

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

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

LAPSE OF PLACING AGREEMENT

Reference is made to the announcement of the Company dated 28 January 2011 in relation to the placing of new Shares under the General Mandate.

The Board announces that certain conditions precedent to the Placing Agreement have not been fulfilled and thus the Placing Agreement expired and lapsed at 5:00 p.m., 31 May 2011.

Reference is made to the announcement of the Company dated 28 January 2011 (the “ Placing Announcement ”) in relation to the placing of a minimum of 20,000,000 new Shares and up to a maximum of 79,000,000 new Shares by the Placing Agent on a best effort basis to not less than six Placees at a price of HK$1.50 per Placing Share. Capitalized terms used in this announcement shall have the same meaning as those defined in the Placing Announcement unless otherwise stated.

Pursuant to the Placing Agreement, the Placing Agreement will lapse and become null and void if the conditions precedent to the Placing Agreement are not fulfilled prior to expiry of the Placing Period or such later date as may be agreed between the Company and the Placing Agent. As certain conditions precedent to the Placing Agreement have not been fulfilled and the Company and the Placing Agent have not agreed to extend the long stop date of the Placing Agreement, the Placing Agreement thus expired and lapsed at 5:00 p.m., 31 May 2011. No new Shares will be issued by the Company under the Placing Agreement accordingly.

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The Directors are of the view that the lapse of the Placing Agreement has no material adverse impact on the business operation and financial position of the Group as a whole.

Hong Kong, 31 May 2011

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

As at the date of this announcement, the Board comprises 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.

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