Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2009

Oct 14, 2009

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

Website: http://www.vcgroup.com.hk

(Stock Code: 821)

PROXY FORM FOR USE BY SHAREHOLDERS AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 2 NOVEMBER 2009

I/We[1 ]

of

being the registered holder(s) of[2]

shares of HK$0.10 each in the capital of Value Convergence Holdings Limited (the “ Company ”) HEREBY APPOINT[3] THE CHAIRMAN OF THE MEETING or

of

as my/our proxy to act for me/us at the Extraordinary Meeting of the Company to be held at Unit 3203, 32nd Floor, Admiralty Centre, Tower 1, 18 Harcourt Road, Hong Kong at 11:00 a.m. on Monday, 2 November 2009 and at any adjournment thereof as indicated below:

(Stock Code: 821)	(Stock Code: 821)
PROXY FORM FOR USE BY SHAREHOLDERS AT THE EXTRA TO BE HELD ON 2 NOVEMBER 2		ORDINARY GENERAL MEET			ING
		009
I/We1 of being the registered holder(s) of2 shares of HK$0.10 each in the capital ofValue Convergence Holdings Limited(the “Comp MEETINGor of as my/our proxy to act for me/us at the Extraordinary Meeting of the Company to be held Harcourt Road, Hong Kong at 11:00 a.m. on Monday, 2 November 2009 and at any adjournm					HAIRMAN OF THE y Centre, Tower 1, 18 AGAINST4
		any”) HEREBY APPOINT3 THE C
		at Unit 3203, 32nd Floor, Admiralt ent thereof as indicated below:
Ordinary Resolution:				FOR4		AGAINST4
1. (a) the creation and issue by the Company of up to HK$600 million of 1% convertib convertible into shares of the Company (the “Convertible Bonds”) upon the terms a Convertible Bonds instrument (the “Bond Instrument”) be and are hereby appro		le bonds due 2011
		and conditions of
		ved;
(b) the issue and allotment of a principal amount of HK$300 million of the Converti to in the Bond Instrument as the First Convertible Bonds, upon the terms and cond Instrument and the Subscription Agreements referred to in paragraph (g) below		le Bonds referred
		itions of the Bond be and are hereby
, approved;
(c) the grant and issue, in accordance with the terms of the Bond Instrument, of opt under the Bond Instrument to subscribe for up to an additional principal amount o of Convertible Bonds (the “Options”) be and are hereby approved;		ions to be ranted
		g f HK$300 million
(d) the issue and allotment of up to an additional HK$300 million in principal amo Bonds on exercise of the Options, referred to in the Bond Instrument as the Opti the terms and conditions of the Bond Instrument, be and are hereby approved;
		unt of Convertible onal Bonds upon
		,
	the terms and conditions of the Bond Instrument, be and are hereby approved;
	(e) the issue and allotment of all the shares in the Company which may be require accordance with the terms of the Bond Instrument upon the exercise of conversio	d to be issued n rights in respe	in
			ct
	of all the Convertible Bonds to be created and issued under the Bond Instrument ( principal amount of up to HK$600 million of Convertible Bonds comprising the Bonds and the Optional Bonds referred to in the Bond Instrument) be and are here	being an aggrega	te
		First Convertib by approved;	le
	(f) the entering into by the Company, and the performance of the Company’s obli placing agreement dated 8 September 2009 between the Company as issuer and Securities (HK) Limited as placing agent in relation to the appointment of the procure (on a best endeavours basis) subscribers for the Convertible Bonds b	gations under, t	he
		China Everbrig lacin aent	ht
			to
		pg g e and are here	by
	approved, ratified and confirmed;
	(g) the entering into by the Company, and the performance of the Company’s o	bligations unde	r,
	the several subscription agreements each dated 18 September 2009 between t subscribers for the Convertible Bonds be and are hereby approved, ratified and co	he Company a	nd
		firmed;
	(h) the execution by the Company of the Bond Instrument be and is hereby approve of the Company’s common seal to the Bond Instrument in accordance with the Company’s articles of association be and are hereby approved; and	d and the affixi
			g
		provisions of t	he
	(i) any one or more directors of the Company (the “Directors”) be and is/are her approve any non-material amendments to the form of the Bond Instrument and to d and execute or authorise the execution of all such documents, on behalf of the Co by affixing the Company’s common seal to any such documents in accordance w	eby authorised o all such action	to s
		mpany (includi ith the Company	, ng ’s
	articles of association) as such Director(s) shall consider to be necessary, conve in connection with any of the foregoing; and for the avoidance of doubt, this r	nient or desirab esolution shall	le
			be
	without prejudice to, and shall not revoke or limit, the existing general mandate shares granted to the Directors by the shareholders of the Company at the annual	to allot and iss	ue
		general meeting	of
the Company held on 8 June 2009 or any other general or specific mandate(s) that may have been granted to the Directors prior to the passing of this resolution.

Dated this day of

2009 Signature(s)[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.10 registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. Any alteration made to this proxy form must be initialled by the person who signs it. A proxy need not be a member of the Company but must be present in person to represent the member.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolution(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be either under its common seal or under the hand of an officer or attorney duly authorised.

6. If more than one of the joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of the relevant shares shall alone be entitled to vote in respect thereof.

7. In order to be valid, this proxy form, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s registered office at 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

8. Completion and deposit of this proxy form will not preclude you from attending and voting at the meeting if you so wish.

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This proxy form is printed on environmentally friendly paper.