Value Convergence Holdings Limited — Proxy Solicitation & Information Statement 2024

May 21, 2024

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

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

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

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

==> picture [94 x 36] intentionally omitted <==

Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability) Website: http://www.vcgroup.com.hk

(Stock Code: 821)

Form of proxy for use at the Extraordinary General Meeting (the “EGM”) to be held on Thursday, 6 June 2024 at 11:00 a.m. and at any adjournment thereof

I/We [ (Note 1)] of

being the registered holder(s) of [ (Note 2)]

share(s) of Value Convergence

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

as my/our proxy to attend and vote for me/us at the extraordinary general meeting of the Company to be held at 7th Floor, Centre Point, 181-185 Gloucester Road, Wanchai, Hong Kong on Thursday, 6 June 2024 at 11:00 a.m. (and at any adjournment thereof) on the undermentioned resolution as indicated below. Unless otherwise indicated, capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 22 May 2024 (the “ Circular ”).

The full text of the resolution is set out in the notice convening the EGM dated 22 May 2024 which was enclosed in the Circular.

Ordinary Resolution

For [ (Note 4)] Against [ (Note 4)]

1. To approve, confirm and ratify the CB Placing Agreement (a copy of which is marked “A” and signed by the chairman of the EGM for identification purpose has been tabled at the EGM) and all the transactions contemplated thereunder; and the granting of a specific mandate to the Directors to allot and issue the Placing Conversion Shares; and the granting of authorisation to any one of the Directors to do all such acts and things, to sign and execute such documents or agreements on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of giving effect to or in connection with the CB Placing Agreement and all transactions contemplated thereunder.

Dated this

day of 2024 Signature(s) [ (Note 5)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.

2. Please insert the number of shares registered in your name(s). If no number is inserted, the 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. If no name is inserted, the Chairman of the meeting will act as your proxy. A Shareholder may appoint one or more proxies to attend the meeting and vote for him. Any alteration made to this form of proxy 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 “AGAINST” BESIDE THE APPROPRIATE RESOLUTION . If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.

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 form of proxy, 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 share registrar and transfer office, Tricor Abacus Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof.

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