Value Convergence Holdings Limited — Capital/Financing Update 2016

Nov 18, 2016

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.

This announcement is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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Value Convergence Holdings Limited

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

EXTENSION OF PLACING PERIOD OF THE PLACING OF CONVERTIBLE BONDS

Reference is made to (i) the announcements (the “ Announcements ”) made by Value Convergence Holdings Limited (the “ Company ”) dated 24 July 2016 and 20 September 2016 in relation to, among other matters, the Placing of Convertible Bonds of up to a maximum principal amount of HK$850 million and the Deed of Variation to the Placing Agreement, respectively; (ii) the circular of the Company dated 26 September 2016 (the “ Circular ”); and (iii) the announcement of the Company dated 26 October 2016 in relation to the poll results of the extraordinary general meeting (the “ EGM ”) of the Company held on 26 October 2016. Capitalized terms used herein shall have the same meanings as those defined in the Announcements and the Circular unless the context requires otherwise.

Pursuant to the Placing Agreement (as supplemented, varied and amended by the Deed of Variation), the Placing Period shall be the period commencing from the date of the Placing Agreement and terminating at 5:00 p.m. on the date falling one (1) calendar month after the date of the EGM (or such later date as may be agreed between the Placing Agent and the Company), unless terminated earlier in writing pursuant to the terms of the Placing Agreement (the “ Original Placing Period ”). As the EGM was held on 26 October 2016, the Original Placing Period will end at 5:00 p.m. on 26 November 2016.

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The Board announces that after arm’s length negotiations, the Company and the Placing Agent entered into a second deed of variation (the “ Second Deed of Variation ”) to the Placing Agreement (as supplemented, varied and amended by the Deed of Variation) on 18 November 2016 (after trading hours) pursuant to which, the Company and the Placing Agent have agreed to extend the Original Placing Period to 26 January 2017 as additional time is required for the Placing Agent to finalise the Placees procurement process and for the fulfilment of the conditions precedent as set out in the Placing Agreement. The Board considers that the extension of the Placing Period is in the interests of the Company and the Shareholders as a whole. Save and except for the aforesaid extension of the Placing Period, all other terms and conditions of the Placing Agreement (as supplemented, varied and amended by the Deed of Variation) remain unchanged.

Completion of the Placing is subject to the fulfillment or waiver of certain conditions precedent and therefore may or may not proceed, Shareholders and potential investors should exercise caution when dealing in the securities of the Company.

By order of the Board of Value Convergence Holdings Limited Tin Ka Pak, Timmy Chief Executive Officer & Executive Director

Hong Kong, 18 November 2016

As at the date of this announcement, the Board comprises the following Directors:

Executive Directors:

Mr. Tin Ka Pak, Timmy ( Chief Executive Officer ) Mr. Chau King Fai, Philip Ms. So Wai Yee, Betty ( Chief Financial Officer ) Mr. Lin Hoi Kwong, Aristo Mr. Xie Jintai

Non-executive Director:

Mr. Chung Chi Shing, Eric

Independent Non-executive Directors:

Mr. Wong Chung Kin, Quentin Mr. Wong Kam Choi, Kerry, MH Mr. Siu Miu Man, Simon

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