Ficus Technology Holdings Limited — M&A Activity 2023

Sep 14, 2023

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

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Vision International Holdings Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Mr. Lau Chi Wing James 劉志 榮 先生

Vision International Holdings Limited 威誠國際控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8107)

JOINT ANNOUNCEMENT

(1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY QUAM SECURITIES LIMITED FOR AND ON BEHALF OF LAU CHI WING JAMES TO ACQUIRE ALL OF THE ISSUED SHARES IN THE ISSUED SHARE CAPITAL OF VISION INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY LAU CHI WING JAMES AND PARTIES ACTING IN CONCERT WITH HIM); (2) RESULTS OF THE OFFER;

(3) SETTLEMENT OF THE OFFER; AND

(4) PUBLIC FLOAT

Financial adviser to the Offeror

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Offer Agent to the Offeror

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Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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Reference is made to the composite offer and response document (the ‘‘Composite Document’’) jointly issued by Lau Chi Wing James (the ‘‘Offeror’’) and Vision International Holdings Limited (the ‘‘Company’’) dated 24 August 2023. Unless otherwise defined, capitalised terms herein shall have the same meanings as those defined in the Composite Document.

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CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. on Thursday, 14 September 2023 and was not revised or extended by the Offeror.

RESULTS OF THE OFFER

As at 4:00 p.m. on Thursday, 14 September 2023, being the latest time and date for acceptance of the Offer as set out in the Composite Document, the Offeror has received two valid acceptances in respect of a total of 68,000 Offer Shares under the Offer, representing approximately 0.05% of the total issued share capital of the Company as at the date of this joint announcement.

Immediately after the close of the Offer and as at the date of this joint announcement, the Offeror and the parties acting in concert with him are interested in an aggregate of 75,068,000 Shares, representing approximately 56.86% of the total issued share capital of the Company.

SETTLEMENT OF THE OFFER

Based on the two valid acceptances in respect of 68,000 Offer Shares under the Offer at the Offer Price of HK$2.18 per Offer Share, the total cash consideration for the Offer is HK$148,240.

Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares tendered under the Offer will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven (7) Business Days following the date of receipt by the Registrar of all relevant documents (receipt of which renders such acceptance complete and valid), in accordance with the Takeovers Code. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

The latest date for posting of the remittances for amounts due under the Offer in respect of valid acceptances received under the Offer is Monday, 25 September 2023.

SHAREHOLDING STRUCTURE OF THE COMPANY

Prior to the commencement of the Offer Period (which commenced on 21 July 2023 with the publication of the Joint Announcement in relation to, among others, the Share Transfer and the Offer), save for the Share Charge, the Offeror and parties acting in concert with him did not hold, own, have control or direction over any Shares or other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company.

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Immediately after the Completion and before the commencement of the Offer (being the date of despatch of the Composite Document on 24 August 2023), the Offeror and parties acting in concert with him were interested in 75,000,000 Shares, representing approximately 56.82% of the total issued share capital of the Company. Immediately after the close of the Offer, taking into account that the valid acceptances in respect of a total of 68,000 Offer Shares under the Offer, the Offeror and parties acting in concert with him are interested in an aggregate of 75,068,000 Shares, representing approximately 56.86% of the total issued share capital of the Company as at the date of this joint announcement.

Save as disclosed above, none of the Offeror nor any parties acting in concert with him (i) held, controlled or had direction over any Shares or rights over the Shares immediately before and during the Offer Period; (ii) had acquired or agreed to acquire any Shares or rights over Shares during the Offer Period and up to and including the date of this joint announcement; nor (iii) had borrowed or lent any relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of the Company during the Offer Period and up to and including the date of this joint announcement.

The following table sets out the shareholding structure of the Company (a) immediately after the Completion and before the commencement of the Offer; and (b) immediately after the close of the Offer and as at the date of this joint announcement:

	Immediately after the	Immediately after the	Immediately after the	Immediately after the close of	Immediately after the close of
	Completion	and before the		the Offer and as at the date
Shareholders	commencement of the Offer			of this joint announcement
			Percentage of		Percentage of
			shareholding		shareholding
	Number of	(approximately)		Number of	(approximately)
	Shares		(%)	Shares	(%)
The Offeror	75,000,000		56.82	75,068,000	56.86
Arena Investors, LP	23,960,000		18.15	23,960,000	18.15
Public Shareholders	33,040,000		25.03	32,972,000	24.99
	132,000,000		100.00	132,000,000	100.00

PUBLIC FLOAT

Immediately after the close of the Offer and as at the date of this joint announcement, 32,972,000 Shares, representing approximately 24.99% of the total issued share capital of the Company as at the date of this joint announcement, are held by the public (as defined under the GEM Listing Rules). Accordingly, as at the date of this joint announcement, the minimum public float requirement of 25% as set out under Rule 11.23(7) of the GEM Listing Rules is not satisfied. The Offeror has undertaken to the Stock Exchange to take appropriate steps, including but not limited to, engaging a placing agent for the possible placement of new Shares and/or existing Shares and/or possible disposal on the open market such number of Shares to independent third parties.

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An application has been made to the Stock Exchange for a temporary waiver from strict compliance with Rule 11.23(7) of the GEM Listing Rules. The Offeror and the Company will take appropriate steps as soon as practicable to restore the required minimum public float. Further announcement(s) will be made by the Company regarding the restoration of public float as and when appropriate.

Lau Chi Wing James 劉志 榮 先生

By order of the Board of Vision International Holdings Limited 威 誠國際控 股有 限公 司 Mr. Ko Sin Yun

Chairman and Executive Director

Hong Kong, 14 September 2023

As at the date of this joint announcement, the executive Directors are Mr. Ko Sin Yun, Mr. Ko Man Ho, Mr. Cheng Ka Wing and Ms. Ng Hoi Yung Yo Yo; and the independent nonexecutive Directors are Mr. To King Yan, Adam, Mr. Kwok Chee Kin and Mr. Chan Kim Sun.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror and parties acting in concert with him), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Offeror and parties acting in concert with him) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

As at the date of this joint announcement, the Offeror is Mr. Lau Chi Wing James. The Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Vendor and the Group), and confirms, having made all reasonable enquires, that to the best of his knowledge, opinions expressed in this joint announcement (other than those expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

This joint announcement will remain on the ‘‘Latest Listed Company Information’’ page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its publication. This joint announcement will also be published on the Company’s website at http://www.vision-holdings.com.hk/.

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