Value Convergence : PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

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 Extraordinary General Meeting (the "Meeting")

to be held on Thursday, 19 March 2020 (or 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 and on my/our behalf 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, 19 March 2020 at 11:00 a.m. (or any adjournment thereof) on the undermentioned resolution as indicated, and, if no such indication is given, as my/our proxy thinks fit:

Ordinary Resolution (Note 10)

For (Note 4)

Against (Note 4)

To approve the Agreement and the transactions contemplated thereunder, including but not limited to the Disposal

Date this

day of

2020

Signatures(s)(Note 5):

Notes:

1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting 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 form must be initialed by the person who signs it.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED "AGAINST". FAILURE TO COMPLETE THE BOXES WILL ENTITLE YOUR PROXY TO CAST HIS VOTES AT HIS DISCRETION.
5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.
6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.
7. To be valid, this proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof must be deposited at the Company's share registrar and transfer office, Tricor Abacus Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible, and in any event not less than 48 hours before the time fixed for holding the meeting (or any adjournment thereof).
8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.
9. Completion and return of this form will not preclude you from attending and voting at the Meeting (or any adjournment thereof) if you wish to do so.
10. Capitalised terms used in this form of proxy have the same meaning as those defined in the notice of the Meeting dated 3 March 2020.
11. The description of the resolution is by way of summary only. The full text of the resolution appears in the notice convening the Meeting.