Ficus Technology Holdings Limited — M&A Activity 2023

Aug 24, 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 any securities of the Company.

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

DESPATCH OF COMPOSITE DOCUMENT RELATING TO

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)

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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Referencesaremadeto(i)thejointannouncementissuedbytheOfferorandtheCompany
dated21July2023inrelationto,amongothers,theShareTransferAgreementandtheOffer
pursuanttoRule3.5oftheTakeoversCode;(ii)thejointannouncementissuedbythe
OfferorandtheCompanydated24July2023inrelationto,amongothers,theCompletion
andtheOffer;(iii)thejointannouncementissuedbytheOfferorandtheCompanydated11
August2023inrelationtothedelayindespatchoftheCompositeDocument;and(iv)the
CompositeDocumentdated24August2023.Unlessotherwisedefined,capitalizedterms
hereinshallhavethesamemeaningsasthosedefinedintheCompositeDocument.

DESPATCH OF THE COMPOSITE DOCUMENT

TheCompositeDocument(accompaniedbytheFormofAcceptance)containing,among
others,(i)thetermsandconditionsoftheOffer;(ii)therecommendationfromthe
IndependentBoardCommittee;and(iii)aletterofadvicefromtheIndependentFinancial
AdvisertotheIndependentBoardCommitteeandtheIndependentShareholdersinrespectof
thetermsoftheOfferandastotheacceptanceoftheOffer,havebeendespatchtothe
Shareholderson24August2023inaccordancewiththeTakeoversCode.

CopiesoftheCompositeDocumentandtheaccompanyingFormofAcceptancearealso
availableonthewebsitesoftheStockExchangeandoftheCompany.

EXPECTED TIMETABLE

Thetimetablesetoutbelow,asreproducedfromtheCompositeDocument,isindicativeonly
andissubjecttochange.Anychangestothetimetablewillbejointlyannouncedbythe
OfferorandtheCompanyasandwhenappropriate.Unlessotherwisespecified,alldatesand
timescontainedinthisjointannouncementrefertoHongKongdatesandtimes.

2023 Despatch date of the Composite Document and the accompanying Form of Acceptance and commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 24 August Latest time and date for acceptance of the Offer (Notes 1, 2 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Thursday, 14 September Closing Date (Notes 1 and 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 14 September Announcement of the results of the Offer, to be posted on the website of the Stock Exchange (Note 1) . . . . . . . . . . . . . . . . . no later than 7:00 p.m. on Thursday, 14 September Latest date for posting of remittances in respect of valid acceptances received under the Offer (Note 3 and 4) . . . . . . . . . . Monday, 25 September

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Notes:

• (1) The Offer, which is unconditional in all respect, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date.

InaccordancewiththeTakeoversCode,theOffermustremainopenforacceptanceforatleast21days
followingthedateonwhichtheCompositeDocumentisposted.Thelatesttimeanddateforacceptance
willbeat4:00p.m.onThursday,14September2023unlesstheOfferorrevisesorextendstheOfferin
accordancewiththeTakeoversCode.TheOfferorandtheCompanywilljointlyissueanannouncement
throughthewebsitesoftheStockExchangeandtheCompanynolaterthan7:00p.m.onThursday,14
September2023statingtheresultsoftheOfferandwhethertheOfferhasbeenextended,revisedor
expired.IntheeventthattheOfferordecidestoextendtheOffer,andtheannouncementregardingthe
extensionoftheOfferdoesnotspecifythenextclosingdate,atleast14days’noticebywayofan
announcementwillbegivenbeforetheOfferisclosedtothoseIndependentShareholderswhohavenot
acceptedtheOffer.

• (2) Beneficial owners of the Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements (set out in Appendix I to the Composite Document) for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures.

• (3) 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. Please refer to the paragraph headed ‘‘5. Right of withdrawal’’ in Appendix I to the Composite Document for further information on the circumstances where acceptances may be withdrawn.

• (4) If there is a tropical cyclone warning signal number 8 or above, or ‘‘extreme conditions’’ caused by super typhoons or a black rainstorm warning:

  • (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for despatch of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer will remain at 4:00 p.m. on the same Business Day and the latest date for despatch of remittances will remain on the same Business Day; or

  • (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and the latest date for despatch of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m. and the latest date for despatch of remittances will be rescheduled to the following Business Day which does not have either of those warnings in force at any time between 9:00 a.m. and 4:00 p.m.

Saveasmentionedabove,ifthelatesttimeforacceptanceoftheOfferdonottakeeffecton
thedateandtimeasstatedabove,theotherdatesmentionedabovemaybeaffected.The
OfferorandtheCompanywillnotifytheIndependentShareholdersbywayof
announcement(s)onanychangetotheexpectedtimetableassoonaspracticable.

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WARNING

Shareholders are encouraged to read the Composite Document and the accompanying Form of Acceptance carefully, in particular (i) the Letter from the Independent Financial Adviser; and (ii) the Letter from the Independent Board Committee therein, before deciding whether or not to accept the Offer.

The Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

The Offeror and the Company remind their respective associates of the dealing restrictions under the Takeovers Code and to disclose their permitted dealings, if any, in any securities of the Company.

By order of the Board of Lau Chi Wing James Vision International Holdings Limited 劉志 榮 先生 威誠 國際控股 有 限公 司 Mr. Ko Sin Yun Chairman and Executive Director

Hong Kong, 24 August 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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