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.

Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

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

EXTENSION OF MEMORANDUM OF UNDERSTANDING IN RELATION TO A PROPOSED SUBSCRIPTION OF NEW SHARES IN THE COMPANY

This announcement is made by Value Convergence Holdings Limited (the "Company") pursuant to Part XIVA of the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong and Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Reference is made to the announcement made by the Company dated 17 October 2012 (the "MOU Announcement") regarding the entering into a non-legally binding MOU between the Company and the Potential Subscriber in relation to the Proposed Share Subscription. Terms used in this announcement shall have the same meanings as those defined in the MOU Announcement unless the context otherwise requires.
The MOU has expired on 15 January 2013. As additional time is required for, among other things, completing the due diligence works and negotiating the terms for definitive agreement(s) for the Proposed Share Subscription by the parties, the Company and the Potential Subscriber have entered into a supplemental memorandum of understanding (the "Supplemental MOU") on 15 January
2013 to extend the validity period of the MOU for 45 days from the date of the Supplemental MOU.

The Directors wish to emphasize that as at the date of this announcement, no definitive terms have been agreed and no legally binding agreement has been entered into between the Company and the Potential Subscriber in relation to the Proposed Share Subscription.

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Shareholders should note that the terms of the MOU and the Supplemental MOU and the negotiations undertaken in relation thereto are not legally binding on the Company and the Potential Subscriber and the Proposed Share Subscription may or may not proceed. The terms of the Proposed Share Subscription are still subject to further negotiation and discussion between the relevant parties concerned and the execution of the definitive agreement(s). Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

By Order of the Board of

Value Convergence Holdings Limited Ha Shu Tong

Chief Executive Officer and Executive Director

Hong Kong, 15 January 2013

As at the date of this announcement, the Board comprises six Executive Directors, namely, Mr. Ha Shu Tong (Chief Executive Officer), Mr. Chau King Fai, Philip, Mr. Cheng Tze Kit, Larry (Chief Investment Officer), Ms. So Wai Yee, Betty (Chief Financial Officer), Mr. Zhou Wentao and Mr. Tin Ka Pak, Timmy; and three Independent non-executive Directors, namely, Mr. Lam Kwok

Hing, Wilfred, Mr. Ip Chun Chung, Robert and Mr. Wong Chung Kin, Quentin.

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