Value Convergence : LAPSE OF SUBSCRIPTION AGREEMENT IN RELATION TO (I) SUBSCRIPTION FOR INITIAL SUBSCRIPTION SHARES; AND (II) CONNECTED TRANSACTION - GRANT OF OPTION TO SUBSCRIBE FOR FURTHER SUBSCRIPTION SHARES AND CONVERTIBLE BONDS

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

Value Convergence Holdings Limited

(Incorporated in Hong Kong with limited liability)

Website: http://www.vcgroup.com.hk

(Stock Code: 821)

LAPSE OF SUBSCRIPTION AGREEMENT IN RELATION TO

1. SUBSCRIPTION FOR INITIAL SUBSCRIPTION SHARES; AND
2. 1. CONNECTED TRANSACTION - GRANT OF OPTION TO SUBSCRIBE FOR FURTHER SUBSCRIPTION SHARES AND
      CONVERTIBLE BONDS

References are made to the announcements (the "Announcements") of Value Convergence Holdings Limited (the "Company") dated 1 July 2019, 22 July 2019, 16 August 2019, 10 September 2019 and 26 September 2019 respectively in respect of the Subscription Agreement in relation to (i) subscription for Initial Subscription Shares; and (ii) connected transaction - grant of Option to subscribe for Further Subscription Shares and Convertible Bonds. Capitalised terms used herein shall have the same meanings as those defined in the Announcements unless otherwise specified.

Pursuant to the Subscription Agreement, completion of the Subscription Agreement is subject to the satisfaction, or waiver, of the conditions precedent therein on or prior to the Long Stop Date. Subsequently, the Company and the Subscriber agreed to extend the Long Stop Date to 31 December 2019. As at the date of this announcement, the Subscription Agreement has lapsed and ceased to have any effect.

The Board is of the view that there will not be any significant adverse impact on the existing business, operation and financial position of the Group as a result of the lapse of the Subscription Agreement.

By order of the Board

Value Convergence Holdings Limited

Fu Yiu Man, Peter

Chairman & Executive Director

Hong Kong, 3 January 2020

As at the date of this announcement, the Board comprises three Executive Directors, namely, Mr. Fu Yiu Man, Peter (Chairman), Mr. Tin Ka Pak, Timmy and Mr. Lin Hoi Kwong, Aristo; and three Independent Non-executive Directors, namely, Mr. Wong Chung Kin, Quentin, Mr. Wong Kam Choi, Kerry, MH and Mr. Siu Miu Man, Simon, MH.