CT Vision (International) Holdings Limited — Proxy Solicitation & Information Statement 2021

Jan 27, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CT Vision (International) Holdings Limited (the “ Company ”) you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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CT Vision (International) Holdings Limited 中天宏信（國際）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 994)

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section headed “DEFINITIONS” in this circular.

A letter from the Board is set out on pages 4 to 8 of this circular. A notice convening the EGM to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 23 February 2021 at 10:00 a.m. is set out on pages 9 to 11 of this circular.

Whether or not you are able to attend the EGM, you are advised to read the notice and complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

Please see page 1 of this circular for measures being taken to try to prevent and control the spread of COVID-19 at the EGM, including:

– compulsory wearing of appropriate face masks for all participants; and – no distribution of corporate gifts or refreshments.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the venue of the EGM. The Company also encourages the Shareholders to consider appointing the Chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at the EGM as an alternative to attending the meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

28 January 2021

CONTENTS

	Page
PRECAUTIONARY MEASURES FOR THE
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .	9

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PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING

In view of the current development of COVID-19, the Company will implement the following measures at the EGM:

• (i) all participants (including Shareholders or their proxies) in the EGM are required to wear appropriate face masks at all times during their attendance; and

• (ii) no refreshments will be served, and there will be no corporate gifts. Seating will be arranged to ensure adequate physical distancing between attendees in order to reduce person-to-person contact.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM.

Although Shareholders are welcome to attend in person to vote at the EGM, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending in person. The Proxy Form will be despatched to Shareholders and can be downloaded from the websites of the Stock Exchange and the Company.

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DEFINITIONS

The following words and phrases used in this circular have the same meanings set out below unless the context requires otherwise:

• “Board”

the board of Directors of the Company

• “Companies Ordinance”

• the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

• “Company”

• CT Vision (International) Holdings Limited (中天宏 信（國際）控股有限公司 ), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “Extraordinary General Meeting” or “EGM”

• an extraordinary general meeting of the Company to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 23 February 2021 at 10:00 a.m. or any adjournment thereof to approve the Proposed Change of Company Name and the Proposed Increase in Authorised Share Capital

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Joint Venture”

• Zhejiang CT Shunlian Network Technology Company Limited (浙江中宏順聯網絡科技有限公司), a joint venture set up in the PRC by Shenzhen CT Vision Investment Holdings Limited (深圳中天宏信投資控股 有限公司), a wholly-owned subsidiary of the Company, Zhejiang Shunlian and its senior management staff as to 51%, 39% and 10% respectively

• “Latest Practicable Date”

• 25 January 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time

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DEFINITIONS

“PRC”

• “Proposed Change of Company Name”

• “Proposed Increase in Authorised Share Capital”

• “Share(s)”

• “Shareholder(s)”

• “Stock Exchange”

• “Zhejiang Shunlian”

• the People’s Republic of China, and for the purposes of this circular, excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan region

• the proposed change of the English name of the Company from “CT Vision (International) Holdings Limited” to “CT Vision S.L. (International) Holdings Limited” and the dual foreign name in Chinese of the Company from “中天宏信（國際）控股有限公司” to “中 天順聯（國際）控股有限公司”

• the proposed increase in the authorised share capital of the Company from HK$10,000,000 divided into 1,000,000,000 Shares to HK$15,600,000 divided into 1,560,000,000 Shares by the creation of 560,000,000 additional Shares, which will, upon issue and being fully paid, rank pari passu in all respects with the Shares in issue

• ordinary share(s) of HK$0.01 each in the share capital of the Company, unless specified otherwise

• the holder(s) of the Shares

• The Stock Exchange of Hong Kong Limited

• Zhejiang Shunlian Network Technology Company Limited* (浙江順聯網絡科技有限公司), a company established in the PRC with limited liability

• For identification purpose only

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LETTER FROM THE BOARD

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CT Vision (International) Holdings Limited 中天宏信（國際）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 994)

Executive Directors: Mr. Wu Rui Dr. Ho Chun Kit Gregory Mr. Lee Kai Lun Mr. Guo Jianfeng

Registered office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Non-executive Directors:

Ms. Du Yi Ms. Yip Man Shan Mr. Lu Qiwei

Independent non-executive Directors: Ms. Ng Yi Kum, Estella Mr. Wong Wing Cheong Philip Dr. Tang Dajie

Head office and principal place

of business in Hong Kong: Room Nos. 808–814, 8th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong

28 January 2021

To Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME; (2) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 25 January 2021 in relation to, inter alia, the Proposed Change of Company Name and the Proposed Increase in Authorised Share Capital.

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LETTER FROM THE BOARD

As announced in the Company’s announcement dated 25 January 2021, the Board proposes to change the English name of the Company from “CT Vision (International) Holdings Limited” to “CT Vision S.L. (International) Holdings Limited”, and the dual foreign name in Chinese of the Company from “中天宏信（國際）控股有限公司” to “中天順 聯（國際）控股有限公司”. The Board also proposes to increase the authorised share capital of the Company from HK$10,000,000 divided into 1,000,000,000 Shares to HK$15,600,000 divided into 1,560,000,000 Shares by the creation of 560,000,000 additional Shares, which will, upon issue and being fully paid, rank pari passu in all respects with the Shares in issue.

The purpose of this circular is to provide you with information on the Proposed Change of Company Name and the Proposed Increase in Authorised Share Capital, and the notice of the EGM.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

As a long term strategic partner of Zhejiang Shunlian, the Company has entered into a licensing agreement with Zhejiang Shunlian, pursuant to which Zhejiang Shunlian has granted the Group the licence, at nil-consideration and on a royalty-free basis, for the use of Zhejiang Shunlian’s company name and the name, registered trademark and brand of Shunlian (順聯).

As the Group intends to develop the e-commerce procurement business through the Joint Venture, the Group considers the Proposed Change of Company Name would reflect the corporate status of the Group as a long term strategic partner of Zhejiang Shunlian, which may facilitate the development of the e-commerce procurement business in the PRC by leveraging on the reputation of Zhejiang Shunlian in enhancing the Group’s position on supply availability and pricing position with customers and suppliers in the PRC. The Board believes that the new name will benefit the Company’s business development and is in the best interest of the Company and the Shareholders as a whole.

CONDITIONS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name is subject to the following conditions:

• (a) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (b) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name by issuing a certificate of incorporation on change of name.

Subject to the satisfaction of all the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands issues the certificate of incorporation on change of name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong under the Companies Ordinance.

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LETTER FROM THE BOARD

EFFECTS OF THE PROPOSED CHANGE OF COMPANY NAME

The Proposed Change of Company Name will not affect any rights of the holders of securities of the Company or the Company’s daily business operation and its financial position. All existing share certificates in issue bearing the present name of the Company will, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificate of the Company will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing share certificates of securities for new share certificates bearing the new name of the Company. Once the Proposed Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective.

PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL

As announced in the Company’s announcement dated 25 January 2021, the Board proposes to increase the authorised share capital of the Company from HK$10,000,000 divided into 1,000,000,000 Shares to HK$15,600,000 divided into 1,560,000,000 Shares by the creation of 560,000,000 additional Shares, which will, upon issue and being fully paid, rank pari passu in all respects with the Shares in issue.

With the establishment of the Joint Venture, the Board considers the Company may require additional working capital to facilitate the development of the e-commerce business. As such, the Proposed Increase in Authorised Share Capital will provide the Company with greater flexibility for fundraising by allotting and issuing new Shares in the future as and when appropriate for fundraising, future investment opportunities and other corporate purposes.

The Proposed Increase in Authorised Share Capital is subject to the passing of an ordinary resolution by the Shareholders to approve the Proposed Increase in Authorised Share Capital at the EGM.

As at the Latest Practicable Date, the authorised share capital of the Company was HK$10,000,000 divided into 1,000,000,000 Shares, of which 760,830,000 Shares were in issue.

EGM

The Proposed Change of Company Name and the Proposed Increase in Authorised Share Capital are to be considered and, if thought fit, approved by the Shareholders by way of special resolution and ordinary resolution respectively, at the EGM to be held on Tuesday, 23 February 2021 at 10:00 a.m..

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LETTER FROM THE BOARD

A notice convening the EGM is set out on pages 9 to 11 of this circular. The voting in relation to the Proposed Change of Company Name and the Proposed Increase in Authorised Share Capital at the EGM will be conducted by poll. You will find the enclosed proxy form for use at the EGM. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof to the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 18 February 2021 to Tuesday, 23 February 2021 (both days inclusive), for the purpose of determining the Shareholders’ eligibility to attend and vote at the EGM to be held on Tuesday, 23 February 2021, and during which no transfer of Shares will be effected. In order to qualify for attendance of and vote at the EGM to be held on Tuesday, 23 February 2021 at 10:00 a.m., all completed transfer forms accompanied by the relevant share certificates of the Company must be lodged with the Company’s branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not later than 4:30 p.m. on Wednesday, 17 February 2021.

GENERAL

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM, the effective date of the Proposed Change of Company Name, the Proposed Increase in Authorised Share Capital, and the new stock short names of the Company for trading of the Shares on the Stock Exchange as and when appropriate.

VOTING BY POLL

The resolutions set out in the notice of the EGM shall be taken by poll in accordance with the Listing Rules and the Articles of Association of the Company. The chairman of the EGM would explain the detailed procedures for voting by way of a poll in the EGM.

RECOMMENDATION

The Directors consider that the special resolution in relation to the Proposed Change of Company Name and the ordinary resolution in respect of the Proposed Increase in Authorised Share Capital as set out in the notice of the EGM are in the interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommended the Shareholders to vote in favour of the special resolution and ordinary resolution to be proposed at the EGM.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

For and on behalf of

CT Vision (International) Holdings Limited Ho Chun Kit Gregory Chief Executive Officer and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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CT Vision (International) Holdings Limited 中天宏信（國際）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 994)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of CT Vision (International) Holdings Limited (the “ Company ”) will be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 23 February 2021 at 10:00 a.m. for the following purposes:

SPECIAL RESOLUTION

To consider and, if thought fit, pass the following resolution as special resolution of the Company:

1. “ THAT :

subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands by way of issuing a certificate of incorporation on change of name, the existing English name of the Company be changed from “CT Vision (International) Holdings Limited” to “CT Vision S.L. (International) Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “中 天宏信(國際)控股有限公司” to “中天順聯(國際)控股有限公司” (the “ Proposed Change of Company Name ”) with effect from the date of the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands; and any one director of the Company be and is hereby authorised to do all such acts, deeds and things and execute all documents (whether by hand, under common seal or as a deed) as he or she may, in his or her absolute discretion, consider necessary or expedient to give effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

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NOTICE OF EXTRAORDINARY GENERAL MEETING

ORDINARY RESOLUTION

To consider and, if thought fit, pass the following resolution as ordinary resolution of the Company:

2. “ THAT :

the authorised share capital of the Company be increased from HK$10,000,000 divided into 1,000,000,000 shares of the Company of HK$0.01 each (the “ Shares ”) to HK$15,600,000 divided into 1,560,000,000 Shares by the creation of 560,000,000 additional Shares (the “ Proposed Increase in Authorised Share Capital ”), which will, upon issue and being fully paid, rank pari passu in all respects with the Shares in issue; and any one director of the Company be and is hereby authorised to do all such acts, deeds and things and execute all documents (whether by hand, under common seal or as a deed) as he or she may, in his or her absolute discretion, consider necessary or expedient to give effect to the Proposed Increase in Authorised Share Capital.”

By order of the Board CT Vision (International) Holdings Limited Ho Chun Kit Gregory Chief Executive Officer and Executive Director

Hong Kong, 28 January 2021

Registered office:

Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head office and principal place of business in Hong Kong: Room Nos. 808–814, 8th Floor Sun Hung Kai Centre 30 Harbour Road Wanchai, Hong Kong

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Any member of the Company (the “ Member ”) entitled to attend and vote at the EGM (or at any adjournment thereof) shall be entitled to appoint another person as his proxy to attend and vote instead of him. The Member who is holder of two or more shares of the Company may appoint more than one proxy to represent him on vote on his behalf at the EGM. A proxy need not be the Member but must attend the EGM in person to represent you.

2. Where there are joint holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof.

3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of that power or authority), must be deposited at Boardroom Share Registrars (HK) Limited, the Hong Kong branch share registrar of the Company, at 2103B, 21/F, 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof.

4. The registers of members of the Company will be closed from Thursday, 18 February 2021 to Tuesday, 23 February 2021 (both days inclusive) during which period no transfer of shares will be effected. In order to be entitled to attend and vote at the EGM, all transfers accompanied by the relevant share certificates must be lodged for registration with Boardroom Share Registrars (HK) Limited at the same address stated in above Note 3 not later than 4:30 p.m. on Wednesday, 17 February 2021.

5. The resolutions set out in this notice shall be voted on by way of poll.

6. In view of the current development of COVID-19, the Company will implement the following preventive measures at the EGM, including:

7. compulsory wearing of appropriate face masks for all participants; and

8. no distribution of corporate gifts or refreshments.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the venue of the EGM. The Company also encourages the Shareholders to consider appointing the Chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at the EGM as an alternative to attending the meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate.

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