Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Value Convergence Holdings Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

website: http://www.vcgroup.com.hk (Stock Code: 821)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Value Convergence Holdings Limited (the “ Company ”) to be held at 29[th] Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, 29 May 2014 at 11:00 a.m. is set out on pages 14 to 18 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the registered office of the Company at 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof (as the case may be) should you so wish.

25 April 2014

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	General Mandates to Issue and Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Refreshment of Scheme Mandate Limit of Share Option Scheme . . . . . . . . . . . . .	5
5.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II	– Details of Directors Proposed to be Re-elected. . . . . . . . . . . . . . . . . . . .	11
Appendix III – Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”	the annual general meeting of the Company to be held on
	Thursday, 29 May 2014 at 11:00 a.m. at 29th Floor, The
	Centrium, 60 Wyndham Street, Central, Hong Kong
“Articles of Association”	the articles of association of the Company
“Board”	the board of Directors of the Company
“Companies Ordinance”	the new Companies Ordinance (Chapter 622 of the Laws of Hong
	Kong)
“Company”	Value Convergence Holdings Limited, a company incorporated in
	Hong Kong with limited liability, the shares of which are listed on
	the Main Board of the Stock Exchange
“Directors”	the directors of the Company
“GEM”	Growth Enterprise Market of the Stock Exchange
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	17 April 2014, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange, as amended from time to time
“Scheme Mandate Limit”	the maximum number of Shares in respect of which options
	may be granted under the Share Option Scheme and any other
	share option scheme of the Company which initially shall not
	in aggregate exceed 10% of the Shares of the Company in issue
	as at the date of adoption and thereafter, if refreshed, shall not
	exceed 10% of the Shares in issue as at the date of approval of the
	refreshed limit by the Shareholders
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)

1

DEFINITIONS

“Share(s)” the ordinary share(s) of the Company “Share Option(s)” a right to subscribe for Share(s) granted by the Company under the Share Option Scheme “Share Option Scheme” the share option scheme adopted by the Company on 8 June 2009 “Shareholder(s)” holder(s) of Share(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Hong Kong Code on Takeovers and Mergers “%” per cent

2

LETTER FROM THE BOARD

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

website: http://www.vcgroup.com.hk (Stock Code: 821)

Executive Directors

Mr. Tin Ka Pak, Timmy (Chief Executive Officer) Mr. Chau King Fai, Philip Mr. Cheng Tze Kit, Larry (Chief Investment Officer)

Ms. So Wai Yee, Betty (Chief Financial Officer)

Registered Office: 28th Floor, The Centrium 60 Wyndham Street Central Hong Kong

Independent Non-executive Directors

Mr. Ip Chun Chung, Robert Mr. Wong Chung Kin, Quentin Mr. Wong Kam Choi, Kerry

25 April 2014

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information regarding certain ordinary resolutions to be proposed at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions.

3

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 30 May 2013, ordinary resolutions were passed giving general mandates to the Directors (i) to allot, issue and deal with additional Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at 30 May 2013 and to extend the general mandate to allot Shares by adding repurchased securities to the 20% general mandate; and (ii) to purchase or otherwise acquire Shares on the Stock Exchange not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at 30 May 2013. These general mandates will lapse upon the conclusion of the AGM. It is therefore proposed to seek Shareholders’ approval at the AGM to renew these general mandates.

The resolution set out in item 4 of the notice of the AGM, if passed, will give the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase Shares up to 10% of the aggregate number of Shares at the date of passing the resolutions (the “ Repurchase Mandate ”) before the Company’s next annual general meeting. A statement explaining the Repurchase Mandate in accordance with the Listing Rules is set out in Appendix I to this circular.

The resolution set out in item 5 of the notice of the AGM, if passed, will give the Directors a general mandate to allot, issue and deal with new Shares up to 20% of the aggregate number of Shares at the date of passing the resolutions (the “ Issue Mandate ”). Based on the number of Shares as at the Latest Practicable Date, the Issue Mandate would give the Directors to issue 82,557,365 Shares.

The Issue Mandate and the Repurchase Mandate will continue to be in force from the passing of the said resolutions until whichever the following first occurs:

• (i) the conclusion of the next annual general meeting of the Company; or

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; or

• (iii) the revocation or variation of the authority given under such ordinary resolutions by an ordinary resolution or ordinary resolutions of the Shareholders in general meeting.

The purpose of the Issue Mandate and the Repurchase Mandate was to enable the Directors to issue additional Shares and to repurchase Shares should the need arise. The Directors have no present intention to exercise the general mandates to issue Shares and to repurchase Shares.

3. RE-ELECTION OF DIRECTORS

The Board currently consists of seven Directors, including 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.

4

LETTER FROM THE BOARD

Pursuant to Article 92 of the Articles of Association, any Director so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. In accordance with this provision, Mr. Wong Kam Choi, Kerry shall retire at the AGM, and being eligible, offer himself for re-election.

Pursuant to Article 101 of the Articles of Association, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office. The Directors to retire every year shall be those who have been longest in office since their last election. In accordance with this provision, Mr. Tin Ka Pak, Timmy and Mr. Cheng Tze Kit, Larry shall retire at the AGM, and being eligible, offer themselves for re-election.

Brief biographical details of the retiring Directors proposed for re-election at the AGM are set out in Appendix II of this circular.

4. REFRESHMENT OF SCHEME MANDATE LIMIT OF SHARE OPTION SCHEME

The Share Option Scheme was approved and adopted by the Company on 8 June 2009. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

Under the rules of the Share Option Scheme:

• (a) the maximum number of Shares in respect of which Share Option maybe granted under the Share Option Scheme when aggregated with any Shares subject to any other schemes involving the issue or grant of options or similar rights over Shares or other securities by the Company (the “ Other Schemes ”) shall not exceed 10% of the aggregate number of Shares as at the date of approval of the Share Option Scheme (the “ 10% limit ”);

• (b) the 10% limit may be refreshed upon approval by the Shareholders at general meeting provided that the total number of Shares which may be issued upon the exercise of all Share Options to be granted under the Share Option Scheme and the Other Schemes under the new 10% limit as refreshed must not exceed 10% of the Shares in issue as at the date of approval of the refreshment of the 10% limit by the Shareholders at general meeting and for the purpose of calculating the new 10% limit as refreshed, Share Options previously granted under the Share Option Scheme and the Other Schemes, including those outstanding, cancelled, lapsed in accordance with the terms of these schemes and/or options which have been exercised shall not be counted; and

• (c) the maximum number of Shares which may be issued upon the exercise of all outstanding Share Options granted and yet to be exercised under the Share Option Scheme and the Other Schemes must not exceed 30% of the Shares in issue from time to time.

As at the Latest Practicable Date, an aggregate of 48,300,000 Share Options were granted under the Share Option Scheme, of which 16,326,000 Share Options were exercised, 21,464,000 Share Options were lapsed and 10,510,000 Share Options, representing approximately 2.55% of the total number of Shares as at the Latest Practicable Date, were outstanding. No Share Options have been cancelled under the Share Option Scheme since the date of adoption.

5

LETTER FROM THE BOARD

Unless the Scheme Mandate Limit is refreshed, only up to 11,873,682 Shares, representing approximately 29.7% of the Scheme Mandate Limit, may be issued pursuant to the grant of the further options under the Share Option Scheme. Given that approximately 70.3% of the Scheme Mandate Limit has been utilized as at the Latest Practicable Date, the Directors proposed to refresh the Scheme Mandate Limit so that the Company will have more flexibility to provide incentives or rewards to the participants for their contribution to the Group and/or to enable the Group to recruit and retain high-caliber employees and attract human resources that are valuable to the Group. Assuming no further Shares are issued and repurchased, if the refreshment of the Scheme Mandate Limit is approved at the AGM based on the 412,786,829 Shares in issue as at the Latest Practicable Date, the Director will be able to grant Share Options under the Share Option Scheme carrying the rights to subscribe for a maximum of up to a total of 41,278,682 Shares under the refreshed Scheme Mandate Limit, representing 10% of the total number of Shares in issue as at the Latest Practicable Date.

The proposed refreshment of the Scheme Mandate Limit is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the AGM to approve the refreshment of the Scheme Mandate Limit; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any Share Options under the Share Option Scheme that may be granted subject to the approval of the refreshment of Scheme Mandate Limit.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued upon the exercise of any Share Options granted subject to the approval of the refreshment of the Scheme Mandate Limit.

5. ANNUAL GENERAL MEETING

Appendix III on pages 14 to 18 of this circular contains the AGM notice, which specifies resolutions to be proposed to the Shareholders as ordinary business (being adoption of the audited consolidated financial statements and the directors’ and auditor’s reports of the Company for the year ended 31 December 2013, re-election of Directors and fixing of remuneration of the Directors, re-appointment of auditor and fixing of remuneration of the auditor) and as special business (being grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate, and the refreshment of the Scheme Mandate Limit). Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll and results of the poll must be announced. The chairman of the meeting will at the AGM demand, pursuant to Article 73 of the Articles of Association, poll voting on all resolutions set out in the notice of the AGM. Consequently, all the resolutions proposed at the AGM would be voted upon by the Shareholders by poll.

6

LETTER FROM THE BOARD

A form of proxy for use at the AGM is enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy and return it in accordance with the instructions printed thereon to the registered office of the Company at 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, as soon as possible and in any event not less than 48 hours before the time fixed for the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

No Shareholder has any material interests in the proposed adoption of the audited consolidated financial statements and the directors’ and auditor’s reports of the Company for the year ended 31 December 2013; the re-election of Directors and fixing of the remuneration of Directors; the re-appointment of auditor and fixing of the remuneration of auditor; the grant of the Issue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; and the refreshment of the Scheme Mandate Limit. Accordingly, no Shareholder is required to abstain from voting at the AGM in respect of the resolutions to be proposed at the AGM.

6. RECOMMENDATION

The Board believes that the proposed resolutions as set out in the notice of AGM, including, among other things, the re-election of Directors, the grant of Issue Mandate and Repurchase Mandate and the extension of Issue Mandate, and the refreshment of the Scheme Mandate Limit are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the AGM.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

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

Chief Executive Officer & Executive Director

7

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate and also constitutes the memorandum required under section 239(2) of the Companies Ordinance.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 412,786,829 Shares. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 41,278,682 Shares, representing 10% of the aggregate number of Shares at the date of passing the resolution.

2. REASON FOR REPURCHASE

The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company and its Shareholders. Trading conditions on the Stock Exchange have sometimes been volatile in recent years and if there are occasions in future when depressed market conditions arise, repurchase of Shares may support the share prices and lead to an enhancement of the net asset value of the Company and/or its earnings per Share. It will then be beneficial to those shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company.

3. FUNDING OF REPURCHASE

Repurchase would be funded entirely from the Company’s available cash flow or working capital facilities which will be fund legally available for the purpose and in accordance with the Companies Ordinance and the Articles of Association.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 December 2013) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

8

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous twelve months before the Latest Practicable Date:

Month	Highest	Lowest
	HK$	HK$
2013
April	1.02	0.85
May	1.42	0.97
June	1.23	1.02
July	1.18	0.95
August	1.30	1.06
September	1.46	1.21
October	1.25	1.08
November	1.40	1.12
December	1.26	1.05
2014
January	1.21	0.98
February	1.32	0.99
March	1.48	1.11
April (up to the Latest Practicable Date)	1.45	1.24

5. EFFECT OF TAKEOVERS CODE

If as a result of a share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the term under the Takeovers Code), depending on the level of increase in the Shareholder’s or Shareholder group’s interests, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Hu Guoen (“ Mr. Hu ”) and China Investment Fund Company Limited (“ China Investment Fund ”) hold 24,480,000 Shares and 33,904,000 Shares respectively, representing approximately 5.93% and 8.21% of the total issued share of the Company respectively. On the basis that no further Shares are issued or repurchased and in the event that the Repurchase Mandate is exercised in full and that there is no change in the shareholdings of Mr. Hu and China Investment Fund, the shareholdings of Mr. Hu and China Investment Fund would be increased to approximately 6.60% and 9.13% of the total issued share of the Company respectively, on exercise in full of the Repurchase Mandate. Therefore, no obligation to make a general offer to Shareholders under Rules 26 and 32 of the Takeovers Code would arise.

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EXPLANATORY STATEMENT

APPENDIX I

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular. The Company will not purchase its Shares if less than 25% of its issued share is held by the public.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company.

No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

8. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the Companies Ordinance and the regulations set out in the Articles of Association.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The following are particulars of the Directors proposed to be re-elected at the AGM.

(1) Tin Ka Pak, Timmy

Chief Executive Officer & Executive Director

Mr. Tin, aged 37, joined the Group as Executive Director in July 2011. He has been appointed as the Chief Executive Officer of the Company on 14 May 2013. Currently, he is the chairman of the Executive Committee and a director of certain subsidiaries of the Company. Prior to joining the Company, Mr. Tin was the executive director of PME Group Limited (Stock Code: 379) and China Oriental Culture Group Limited (Stock Code: 2371), both companies being listed on the Main Board of the Stock Exchange, and China Bio-Med Regeneration Technology Limited (Stock Code: 8158), a company listed on the GEM of the Stock Exchange. Save as disclosed above, Mr. Tin does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Mr. Tin holds a Bachelor degree of Business Administration from Oxford Brookes University in the United Kingdom. He has several years management experience in listed companies, whose shares are listed on the Stock Exchange, duties including group management, strategic planning, investment evaluation and investor relationship.

Mr. Tin has a service contract with VC Services Limited, a wholly owned subsidiary of the Company, which may be terminated by either party by written notice of not less than 6 months and is subject to rotation, retirement and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Tin’s current monthly salary is HK$82,400, plus year end discretionary bonus, which is to be determined by the Board or the Remuneration Committee of the Company, payable in February each year. The amount of emoluments of Mr. Tin is determined by arm-length negotiation between the parties with reference to his duties and responsibilities within the Company, the Company’s emolument policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Tin has personal interests of 500,000 Shares and 500,000 underlying shares in respect of the Share Options within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Tin has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(2) Mr. Cheng Tze Kit, Larry

Chief Investment Officer & Executive Director

Mr. Cheng, aged 57, joined the Group as Non-executive Director in November 2009 and re-designated as Executive Director in December 2009. Currently, Mr. Cheng is the Chief Investment Officer, a member of the Executive Committee and a director of certain subsidiaries of the Company. Save as disclosed above, Mr. Cheng does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Mr. Cheng has over 25 years of experience in real estate development and mergers and acquisitions in Hong Kong, Canada and the PRC. He holds a Bachelor of Science (Hons) in Engineering from City University London, United Kingdom and a Master of Business Administration from the University of Management and Technology, Washington, D.C., United States. Mr. Cheng is a Chartered Engineer of United Kingdom and a member of the Institution of Mechanical Engineers, the Institution of Engineering and Technology and the Chartered Institution of Building Services Engineers.

Mr. Cheng has a service contract with VC Services Limited, a wholly owned subsidiary of the Company, which may be terminated by either party by written notice of not less than 6 months and subject to rotation, retirement and re-election at the annual general meeting of the Company pursuant to the Articles of Association. Mr. Cheng’s current monthly salary is HK$174,688, plus year end discretionary bonus, which is to be determined by the Board or the Remuneration Committee of the Company, payable in February each year. The amount of emoluments of Mr. Cheng is determined by arm-length negotiation between the parties with reference to his duties and responsibilities within the Company, the Company’s emolument policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Cheng has personal interest of 2,000,000 underlying shares in respect of the Share Options within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Cheng has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED

(3) Mr. Wong Kam Choi, Kerry

Independent Non-executive Director

Mr. Wong, aged 47, joined the Group as Independent Non-executive Director in May 2013. Mr. Wong is the chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee of the Company. He is a substantial shareholder and a director of a design and printing company. Mr. Wong has over 10 years’ experience in design and printing industry. He was an independent non-executive director of Media Asia Group Holdings Limited (Stock Code: 8075), a company being listed on the GEM of the Stock Exchange, for the period from 14 April 2010 to 11 September 2011. Save as disclosed above, Mr. Wong does not hold any directorships in other listed public companies in the past three years and does not hold any other position with the Company and other members of the Group.

Mr. Wong has been dedicating to wide range of community services in Hong Kong and Southern China. He is the chairman of Sik Sik Yuen, the committee member of Chinese People’s Political Consultative Conference of Guangzhou, Liwan and chairman/vice chairman of a number of non-profit organizations.

There is no service contract entered into between Mr. Wong and the Company. Mr. Wong is not appointed for a specific term but will be subject to rotation, retirement and re-election at the annual general meeting of the Company pursuant to the Articles of Association. The remuneration of Mr. Wong as the Independent Non-executive Director and committees members of the Company is HK$216,000 per annum, which is determined by reference to his duties and responsibilities with the Company, the Company’s remuneration policy and the prevailing market conditions.

As at the Latest Practicable Date, Mr. Wong does not have any interest in the Shares or underlying shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wong has no relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company and there is no other matter which needs to be disclosed pursuant to Rule 13.51(2)(h) to Rule 13.51(2)(w) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

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Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

website: http://www.vcgroup.com.hk (Stock Code: 821)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the annual general meeting of Value Convergence Holdings Limited (the “ Company ”) will be held at 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, 29 May 2014 at 11:00 a.m. for the following purposes:

1. To consider and receive the audited consolidated financial statements and the reports of the directors and auditor for the year ended 31 December 2013.

2. To re-elect directors and to authorize the board of directors to fix the remuneration of directors.

3. To re-appoint auditor and to authorize the board of directors to fix its remuneration.

4. As special business, to consider and, if thought fit, pass the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (b) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate number of shares of the Company which may be repurchased pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10 per cent of the aggregate number of the shares of the Company in issue at the date of passing this Resolution (such total number to be subject to adjustment in the case of any conversion of any or all of the shares of the Company into a larger or smaller number of shares of the Company after the passing of this Resolution), and the said approval shall be limited accordingly;

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• (c) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever of the following first occurs:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

• (iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting.

“Shares” means shares of all classes in the capital of the Company and other securities which carry a right to subscribe or purchase shares of the Company.”

1. As special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTION

• (I) “ THAT :

• (a) subject to paragraph (c) of this Resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, to grant rights to subscribe for, or convert any security into, share in the Company (including the issue of any securities convertible into shares, or options, warrants or similar rights to subscribe for any shares) and to make or grant offers, agreements and options which would or might require the exercise of such power(s) be and it is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this Resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate number of share allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares of the Company, (iii) any option scheme or similar arrangement for the time being adopted for the

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grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of dividend on shares of the Company in accordance with the Articles of Association of the Company, shall not exceed the aggregate of:

• (aa) 20 per cent of the aggregate number of the shares of the Company in issue at the date of passing this Resolution plus;

• (bb) (if the directors of the Company are so authorized by a separate resolution of the shareholders of the Company) the number of shares of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent of the aggregate number of the shares of the Company in issue at the date of passing this Resolution), and the said approval shall be limited accordingly;

• (d) for the purposes of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever of the following first occurs:

• i. the conclusion of the next annual general meeting of the Company;

• ii. the expiration of the period within which the next annual general meeting of the Company is required by the Companies Ordinance to be held; and

• iii. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders in general meeting; and

“Rights Issue” means an offer of shares of the Company or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the directors of the Company to holders of shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities) (subject in all cases to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

“Shares” means shares of all classes in the capital of the Company and other securities which carry a right to subscribe or purchase shares of the Company.”

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• (II) “ THAT the directors of the Company be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out as Resolution (I) in item 5 of the notice of this meeting in respect of the share of the Company referred to in subparagraph (bb) of paragraph (c) of such resolution.”

• As special business to consider and, if thought fit, pass the following resolution as ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval of the listing of and permission to deal in, the shares of the Company to be issued pursuant to the exercise of any options (“Options”) granted under the share option scheme of the Company adopted on 8 June 2009 (“Share Option Scheme”), the directors of the Company be and are hereby authorized, at their absolute discretion, to grant, in accordance with the terms of the Share Option Scheme, all applicable laws and the requirement of The Rules Governing the Listing of Securities on the Stock Exchange as may be amended from time to time, Options and to allot and issue shares pursuant to the exercise of such Options up to 10% of the aggregate number of shares of the Company at the date of passing of this Resolution.”

By Order of the Board of Value Convergence Holdings Limited Wong Yee Wah Company Secretary

Hong Kong, 25 April 2014

Registered Office: 28th Floor, The Centrium 60 Wyndham Street Central Hong Kong

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Notes:

1. A member of the Company entitled to attend and vote at the meeting (or at any adjournment thereof) convened by the notice is entitled to appoint one or more proxies to attend and on a poll vote in his stead. A proxy need not be a member of the Company.

2. Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, a form of proxy must be deposited at the Company’s registered office together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.

4. With regard to the resolution in item 2 above, the Board of Directors of the Company proposes that the retiring Directors, namely, Mr. Tin Ka Pak, Timmy, Mr. Cheng Tze Kit, Larry and Mr. Wong Kam Choi, Kerry be re-elected as Directors of the Company. Details of these retiring Directors are set out in the Appendix II to the Company’s circular to shareholders dated 25 April 2014.

5. With regard to the resolution in item 4 above, the Directors wish to draw the attention of the shareholders to the circular which summarises the more important provisions of the Listing Rules relating to the repurchase of shares on The Stock Exchange of Hong Kong Limited by a company and will be dispatched to the shareholders together with the 2013 annual report. The present general mandate to repurchase shares given by the shareholders expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.

6. With regard to the resolution in item 5 above, the Directors wish to state that, currently, they have no plans to issue any additional new shares of the Company (other than pursuant to any of items (b), (c) or (d) contained in paragraph I of the Resolution 5(I)). The present general mandate to issue shares given by the shareholders expires at the forthcoming annual general meeting and, accordingly, a renewal of that general mandate is now being sought.

7. With regard to the resolution in item 6 above, the approval is being sought from shareholders to refresh the mandate limit of the share option scheme of the Company adopted on 8 June 2009, so as to provide the Company with flexibility of granting further options under the aforesaid share option scheme, with the aim to provide incentives to, and recognize the contributions of, the Company’s employees and other selected grantees.

8. In accordance with the Listing Rules, voting on the above resolutions will be taken by poll.

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