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Value Convergence Holdings Limited M&A Activity 2013

Sep 27, 2013

49488_rns_2013-09-27_3dca6c8f-3dfe-490f-93be-e38906809267.pdf

M&A Activity

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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.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of Value Convergence Holdings Limited.

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Value Convergence Holdings Limited

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

SUPPLEMENTAL ANNOUNCEMENT IN RESPECT OF A PROPOSED TRANSACTION

This announcement is made by Value Convergence Holdings Limited (the “Company”) pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) (the “Listing Rules”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”).

Reference is made to the announcement (the “Announcement”) of the Company dated 26 July 2013 in respect of a proposed acquisition of the entire issued share capital of Orient Xin Dai Management Co., Ltd.. Unless the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Announcement.

It is anticipated that further time is required for the Group to carry out the due diligence review on the Target Group and for the parties to negotiate the terms and conditions of the Formal Agreement. Accordingly, the Board announces that after trading hours of the Stock Exchange on 27 September 2013, the Company entered into a side letter (the “Side Letter”) with the Vendor to amend certain terms of the MOU, pursuant to which the parties agreed to extend (a) both the expiry date and the exclusivity period of the MOU to 31 December 2013 (or such later date as the parties may otherwise agree in writing) and (b) the long stop date for fulfilling the conditions precedent of the Formal Agreement to 31 March 2014, or such later date as the parties may otherwise agree.

Save for the above, all other terms and conditions of the MOU shall remain in full force and effect.

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The terms of the Side Letter were arrived at after arm’s length negotiations between the parties. The Board considers that the entering into of the Side Letter is in the interests of the Company and the Shareholders as a whole.

The Company will make further announcement(s) regarding the progress of the Proposed Transaction as and when appropriate.

By order of the Board Value Convergence Holdings Limited Tin Ka Pak, Timmy

Chief Executive Officer & Executive Director

Hong Kong, 27 September 2013

As at the date of this announcement, the Board comprises four Executive Directors, namely, Mr. Tin Ka Pak, Timmy (Chief Executive Officer), Mr. Chau King Fai, Philip, Mr. Cheng Tze Kit, Larry (Chief Investment Officer) and Ms. So Wai Yee, Betty (Chief Financial Officer); and three Independent Non-executive Directors, namely, Mr. Ip Chun Chung, Robert, Mr. Wong Chung Kin, Quentin and Mr. Wong Kam Choi, Kerry.

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