Ficus Technology Holdings Limited — M&A Activity 2023

Jul 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 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) COMPLETION OF THE CONDITIONAL AGREEMENT IN RELATION TO THE TRANSFER OF 56.82% OF THE SHARES OF VISION INTERNATIONAL HOLDINGS LIMITED; AND (2) 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 SHARES ALREADY OWNED OR AGREED TO BE ACQUIRED BY LAU CHI WING JAMES AND PARTIES ACTING IN CONCERT WITH HIM)

Financial adviser to the Offeror

==> picture [132 x 41] intentionally omitted <==

Offer Agent to the Offeror

==> picture [164 x 45] intentionally omitted <==

–1–

References are made to the joint announcement issued by the Offeror and the Company dated 21 July 2023 in relation to, among other things, the Share Transfer Agreement and the Offer (the ‘‘ R3.5 Announcement ’’). Unless the context requires otherwise, terms defined in the R3.5 Announcement shall have the same meanings when used herein.

COMPLETION OF THE SHARE TRANSFER AGREEMENT

TheOfferorandtheCompany(asinformedbytheVendorandtheOfferor)arepleasedto
announcethatalltheconditionsundertheShareTransferAgreementhavebeenfulfilledand
theCompletiontookplaceon24July2023.TheOfferoracquired75,000,000Shares,
representing56.82%ofthetotalissuedsharecapitaloftheCompany,fromtheVendorat
theConsiderationofHK$57,725,952,equivalenttoapproximatelyHK$0.7697perSale
Share,whichwassatisfiedbywayofoffsettingtheentireprincipalamountoftheLoanof
HK$52,500,000andtheinterestofHK$5,225,952payablefortheLoantermagainstthe
Consideration.ImmediatelyaftertheCompletionandasatthedateofthisjoint
announcement,theOfferorandpartiesacting,andpresumedtobeacting,inconcertwith
himhold75,000,000Shares,representing56.82%ofthetotalissuedsharecapitalofthe
Company.

MANDATORY UNCONDITIONAL CASH OFFER

AstheCompletionhastakenplace,theOfferorisrequiredtomaketheOfferinaccordance
withRule26.1oftheTakeoversCode.QuamSecuritieswillmaketheOfferforandon
behalfoftheOfferortoacquirealltheOfferSharesonthetermstobesetoutinthe
CompositeDocumenttobeissuedinaccordancewiththeTakeoversCode.

DESPATCH OF THE COMPOSITE DOCUMENT

AsstatedintheR3.5Announcement,itistheintentionoftheOfferorandtheCompanyto
combinetheofferdocumentandtheofferee’sboardcircularintheCompositeDocumentto
beposted.

PursuanttoRule8.2oftheTakeoversCode,theCompositeDocumentsettingout,among
others,(i)furtherdetailsoftheOffer;(ii)therecommendationfromtheIndependentBoard
Committee;(iii)aletterofadvicefromtheIndependentFinancialAdvisertothe
IndependentBoardCommitteeandtheIndependentShareholdersinrespectofthetermsof
theOfferandastotheacceptanceoftheOffer;and(iv)therelevantform(s)ofacceptance
andtransfer,isexpectedtobedespatchedtotheShareholdersonorbefore11August2023
inaccordancewiththeTakeoversCode.

ByorderoftheBoardof

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

HongKong,24July2023

–2–

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/.

–3–