Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2017

Dec 6, 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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an extraordinary general meeting (the “ Meeting ”) of Value Convergence Holdings Limited (the “ Company ”) will be held at 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong at 11:30 a.m. on Wednesday, 27 December 2017 for the purpose of considering, and if thought fit, passing, with or without amendments or modifications, the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the entering into of the sale and purchase agreement dated 18 October 2017 (the “ Sale and Purchase Agreement ”) entered into among Pacific Alliance Limited as vendor (the “ Vendor ”), the Company as purchaser and Mr. Yip Sum Yin and Mr. Chung Chi Shing, Eric as warrantors in relation to the Company agreed to purchase, and the Vendor agreed to sell, the convertible bonds issued by China Fortune Financial Group Limited (the “ Issuer ”) with a principal amount of HK$153,585,000 convertible into 2,559,750,000 new ordinary shares in the capital of the Issuer (the “ Conversion Shares ”) at the initial conversion price of HK$0.06 per Conversion Share (subject to adjustments) for an aggregate consideration of HK$400,000,000 (the “ Acquisition ”), a copy of which has been produced to the Meeting and marked “A” and initialled by the Chairman of the Meeting for the purposes of identification) and the terms thereof be and are hereby confirmed, approved and ratified;

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• (b) all the transactions contemplated under the Sale and Purchase Agreement including but not limited to, the issue of the 3-year zero interest unsecured redeemable convertible bonds in the principal amount of HK$360,000,000 (the “ Consideration Convertible Bonds ”) convertible into new ordinary shares in the capital of the Company (the “ Consideration Conversion Shares ”) at the initial conversion price of HK$1.25 per Consideration Conversion Share to partly satisfy the consideration of the Acquisition, be and are hereby approved;

• (c) conditional upon The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and permission to deal in, the Consideration Conversion Shares, the directors of the Company (the “ Directors ”) be and are hereby granted a specific mandate to allot and issue the Consideration Conversion Shares provided that this specific mandate shall be in addition to, and shall not prejudice nor revoke any existing or such other general or special mandates which may from time to time be granted to the Directors prior to the passing of this resolution; and

• (d) the Directors be and are hereby authorised to do all such acts, deeds and things and to sign, execute and deliver all such documents as they may, in their absolute discretion, consider necessary, desirable or expedient to give effect, determine, revise, supplement or complete any matters relating to or in connection with the Sale and Purchase Agreement and the transactions contemplated thereunder, including, without limitation, the issue of the Consideration Convertible Bonds.

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

Hong Kong, 7 December 2017

Principal Office:

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

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Notes:

1. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the Company’s share registrar and transfer office, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting thereof.

3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.

4. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the Meeting should he so wish.

5. Pursuant to the Rules Governing the Listing of Securities on the Stock Exchange, the resolution set out in this notice of Meeting will be put to shareholders to vote taken by way of a poll.

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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