VS MEDIA Holdings Ltd

PROPOSAL 1 – RESTRUCTURING

Background

The Board is proposing the restructuring of the Company’s corporate group (the “Restructuring”). The Restructuring involves two steps: (i) the transfer by VSM Holdings Limited (“VSM”), a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands, of all of its shares in VS MEDIA PTE. LTD. (“VS Media SG”), a wholly-owned subsidiary of VSM incorporated in Singapore, to Aurenza Group Limited (“Aurenza”), a wholly-owned subsidiary of the Company incorporated in the British Virgin Islands; and (ii) the subsequent sale by the Company of all of its shares in VSM to a third party that is unaffiliated with the Company, for a consideration of US$1.00, for the purpose of disposing of loss-making businesses .

Pre-Restructuring Corporate Structure

The following diagram illustrates our current corporate structure.

Post-Restructuring Corporate Structure

Upon completion of the Restructuring, the Company will directly own 100% of Aurenza, which will hold 100% of VS Media SG. VS Media SG will continue to hold its 41% equity interest in S.T. MENG PTE. LTD. The Company will no longer have any direct or indirect ownership interest in VSM or any of VSM’s direct or indirect subsidiaries.

Reasons for the Restructuring

The Board believes that the Restructuring is in the best interests of the Company and its shareholders. The Company’s current corporate group structure includes certain subsidiaries that have been generating operating losses and are not expected to achieve profitability in the near term. The continued maintenance of these loss-making operations imposes ongoing administrative, compliance and financial costs on the Company. By completing the Restructuring, the Company intends to (i) streamline its corporate group structure to improve overall business and operational efficiency, (ii) eliminate the financial burden associated with underperforming operations, and (iii) allow the Company to focus its resources on its core business activities. The Board has determined that the Restructuring will better position the Company to allocate capital and management resources toward its growth-oriented operations.

Vote Required

Assuming that a quorum is present, the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy, is required to approve Proposal 1.

Recommendation of the Board

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL 1.