Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2017

Apr 19, 2017

==> picture [23 x 23] intentionally omitted <==

==> picture [22 x 23] intentionally omitted <==

==> picture [23 x 23] intentionally omitted <==

==> picture [22 x 23] intentionally omitted <==

==> picture [95 x 36] intentionally omitted <==

Value Convergence Holdings Limited

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

Proxy form for use at the annual general meeting to be held on Thursday, 25 May 2017 at 11:30 a.m. and at any adjournment thereof

I/We[1 ] of being the registered holder(s) of[2 ] shares of

Value Convergence Holdings Limited (the “Company”) HEREBY APPOINT[3] THE CHAIRMAN OF THE MEETING or of

proxy to attend and vote for me/us at the annual general meeting of the Company to be held at 29th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong on Thursday, the 25th day of May, 2017 at 11:30 a.m. (and at any adjournment thereof) as indicated below:

		Ordinary Resolutions	For4	Against4
1.	To	consider and adopt the audited consolidated financial statements and the
	directors’ and auditor’s reports for theyear ended 31 December 2016.
2.	(I)	(a)To re-elect Mr. Xie Jintai as an executive director.
		(b) To re-elect Mr. Wong Kam Choi, Kerry,MHas an independent
		non-executive director.
		(c) To re-elect Mr. Siu Miu Man, Simon as an independent non-executive
		director.
	(II)	To authorise the board of directors to fix the remuneration of directors.
3.	To	re-appoint Deloitte Touche Tohmatsu as auditor and authorise the board of
	directors to fix its remuneration.
4.	To	grant a general mandate to the directors to buy back shares of the Company.
5.	(I)	To grant a general mandate to the directors to issue new shares of the
		Company.
	(II)	To extend the general mandate granted to the directors to issue new shares of
		the Company.
6.	To	refresh the scheme mandate limit of the share option scheme of the Company.

Dated this day of 2017 Notes:

Shareholder’s signature[5]

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

2. Please insert the number of shares registered in your name(s). If no number is inserted, the proxy form 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 ANY RESOLUTION, PLEASE TICK THE BOX MARKED

5. “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to cast his votes on the relevant resolutions 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.

6. 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 under its common seal or under the hand of an officer or attorney duly authorised.

7. 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.

8. 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.

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