Value Convergence Holdings Limited — Capital/Financing Update 2012

Oct 17, 2012

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)

MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED SUBSCRIPTION OF NEW SHARES IN THE COMPANY

The Board is pleased to announce that, on 17 October 2012, the Company and the Potential Subscriber have entered into the MOU in relation to the Proposed Share Subscription.

Shareholders and potential investors should note that as the MOU is not legally binding with regard to the Proposed Share Subscription, the Proposed Share Subscription may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares of the Company.

This announcement is made by Value Convergence Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

The board of directors (the “ Directors ”) of the Company (the “ Board ”) wishes to announce that on 17 October 2012, the Company entered into a non-legally binding memorandum of understanding (the “ MOU ”) with a potential subscriber (the “ Potential Subscriber ”) in relation to a proposed subscription of new shares in the capital of the Company (the “ Proposed Share Subscription ”). The Potential Subscriber may become the new controlling shareholder of the Company if the Proposed Share Subscription materialises. The MOU is subject to, among other things,

• (i) completion of due diligence on the Group’s business operations and financial position to the satisfaction of the Potential Subscriber; and

• (ii) the execution of definitive agreement(s) for the Proposed Share Subscription between the Company and the Potential Subscriber.

The Directors confirmed that to the best of their knowledge, information and belief, having made all reasonable enquiries, the Potential Subscriber and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

The Directors wish to emphasize that as at the date of this announcement, no definitive terms have been agreed and no legally binding agreement has been entered into between the Company and the Potential Subscriber in relation to the Proposed Share Subscription. Save for the provisions relating to the validity period, confidentiality, fees and expenses and governing law, the terms of the MOU and the negotiations undertaken in relation thereto are not legally binding on the Company and the Potential Subscriber. The terms of the Proposed Share Subscription are still subject to further negotiation and discussion between the relevant parties concerned and the execution of the definitive agreement(s).

As the MOU is not legally binding with regard to the Proposed Share Subscription, the Proposed Share Subscription may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board of

Value Convergence Holdings Limited Ha Shu Tong Chief Executive Officer and Executive Director

Hong Kong, 17 October 2012

As at the date of this announcement, the Board comprises seven Executive Directors, namely, Mr. Ha Shu Tong (Chief Executive Officer), 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, Mr. Zhou Wentao and Mr. Tin Ka Pak, Timmy; one Non-executive Director, namely, Ms. Wang Ying; and three Independent non-executive Directors, namely, Mr. Lam Kwok Hing, Wilfred, Mr. Ip Chun Chung, Robert and Mr. Wong Chung Kin, Quentin.