Value Convergence Holdings Limited — M&A Activity 2017

Sep 22, 2017

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 RESPECT OF POSSIBLE FORMATION OF JOINT VENTURE

This announcement is made by Value Convergence Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The board (the “ Board ”) of directors (the “ Directors ”) of the Company is pleased to announce that on 22 September 2017 (after trading hours), the Company entered into a legally binding memorandum of understanding (the “ MOU ”) with an independent third party (“ Party A ”) in relation to the proposed formation of a joint venture company (the “ JV Company ”) to act as a sponsor to a limited partnership fund (the “ Fund ”) which will focus on infrastructure projects (the “ Proposed Joint Venture ”). The MOU is subject to the parties entering into formal agreements to set out the definitive terms of the Proposed Joint Venture (the “ Definitive Agreements ”). Accordingly, the Fund may or may not be established and the Proposed Joint Venture may or may not proceed.

PRINCIPAL TERMS OF THE MOU

The principal terms of the MOU include:

• (1) Subject to the entering into of the Definitive Agreements by the parties, the Company (or through its wholly owned subsidiary) shall have the right to acquire no less than 5% of the entire issued share capital of the JV Company to be incorporated under the laws of the Cayman Islands.

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• (2) The initial funding required for the setting up of the JV Company and the Fund (the “ Organisation Expenses ”) shall be borne equally between the Company and Party A, provided that in any event, the Company’s provision of funding shall be limited to HK$7,500,000 unless otherwise agreed by the Company in writing (the “ Advance Funding ”).

• (3) After the first closing of the Fund, the Fund shall reimburse the Organisation Expenses to the Company and Party A.

• (4) Party A and the Company shall equally bear the Organisation Expenses in the event the Fund cannot be launched, provided that in any event, the Company’s responsibility for the Organisation Expenses shall be limited to HK$7,500,000 unless otherwise agreed by the Company in writing.

• (5) The MOU shall be terminated upon the earlier of (i) the execution of the Definitive Agreements; (ii) the termination of the MOU by the mutual agreement of the Company and Party A; or (iii) the last day of a period of three months from the date of the MOU unless otherwise extended with the mutual agreement of the Company and Party A.

• (6) After the signing of the MOU, the Company and Party A shall negotiate in good faith, finalise and execute the Definitive Agreements on or before 30 November 2017 or any other extended period to be agreed upon by the Company and Party A in writing.

The MOU was intended to record the preliminary mutual understanding between the Company and Party A and to serve as a platform for further negotiations. Accordingly, the Fund may or may not be established and the Proposed Joint Venture may or may not proceed.

Subject to the business needs and development plans of the Proposed Joint Venture, as and when required, the Company may increase the Advance Funding for the Proposed Joint Venture. In such case, the Company will comply with the applicable Listing Rules requirements in respect thereof.

INFORMATION ABOUT PARTY A

Party A is a company with limited liability incorporated in Hong Kong and is principally engaged in alternative asset management.

To the best knowledge, information and belief of the Directors, and having made all reasonable enquiries, Party A and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

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GENERAL

The Group is principally engaged in the provision of financial services and proprietary trading. The Directors consider that the entering into of the MOU is in the interests of the Company and its shareholders as a whole as the transactions contemplated under the MOU, if materialised, are expected to broaden the income stream of the Group.

Subject to the materialisation of the Definitive Agreements, the JV Company will act as a sponsor to the Fund which will focus on infrastructure projects.

The Board wishes to emphasize that the MOU may or may not lead to the entering into of the Definitive Agreements and the transactions contemplated thereunder may or may not be consummated. In the event that the Definitive Agreements materialises, the transactions contemplated thereunder may constitute a notifiable transaction for the Company under the Listing Rules. Further announcement(s) will be made in respect thereof as and when required by the Listing Rules.

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 Tin Ka Pak, Timmy Chief Executive Officer & Executive Director

Hong Kong, 22 September 2017

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

Executive Directors:

Mr. Tin Ka Pak, Timmy ( Chief Executive Officer )

Mr. Lin Hoi Kwong, Aristo

Mr. Xie Jintai

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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