Ficus Technology Holdings Limited — M&A Activity 2024

Jun 21, 2024

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.

Beaming Elite Holdings Limited Vision International Holdings Limited (incorporated in the British Virgin Islands 威誠國際控股有限公司 with limited liability) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8107)

JOINT ANNOUNCEMENT

(1) CLOSE OF MANDATORY UNCONDITIONAL CASH OFFER BY CHEONG LEE SECURITIES LIMITED FOR AND ON BEHALF OF BEAMING ELITE HOLDINGS LIMITED TO ACQUIRE ALL THE ISSUED SHARES OF VISION INTERNATIONAL HOLDINGS LIMITED (OTHER THAN THOSE SHARES ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY BEAMING ELITE HOLDINGS LIMITED); (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 Beaming Elite Holdings Limited (the ‘‘ Offeror ’’) and Vision International Holdings Limited (the ‘‘ Company ’’) dated 31 May 2024. Unless otherwise defined, capitalised terms herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF OFFER

TheOfferorandtheCompanyjointlyannouncethattheOfferwasclosedat4:00p.m.on
Friday,21June2024andwasnotrevisedorextendedbytheOfferor.

RESULTS OF THE OFFER

Asat4:00p.m.onFriday,21June2024,beingthelatesttimeanddateforacceptanceofthe
OfferassetoutintheCompositeDocument,theOfferorreceivedtwovalidacceptancesin
respectofatotalof10,000OfferSharesundertheOffer,representingapproximately
0.007%ofthetotalissuedsharecapitaloftheCompanyasatthedateofthisjoint
announcement.

ImmediatelyafterthecloseoftheOfferandasatthedateofthisjointannouncement,the
Offerorandthepartiesactinginconcertwithit(includingtheVendor)areinterestedinan
aggregateof75,048,000Shares,representingapproximately55.41%ofthetotalissuedshare
capitaloftheCompany.

SETTLEMENT OF THE OFFER

Basedonthetwovalidacceptancesinrespectof10,000OfferSharesundertheOfferatthe
OfferPriceofHK$0.8483perOfferShare,thetotalcashconsiderationfortheOfferis
HK$8,483.

Remittancesinrespectofthecashconsideration(afterdeductingtheseller’sadvalorem
stampduty)payablefortheOfferSharestenderedundertheOfferwillbedespatchedtothe
IndependentShareholdersacceptingtheOfferbyordinarypostattheirownriskassoonas
possible,butinanyeventnolaterthanseven(7)BusinessDaysafterthedateofreceiptby
theRegistrarofallrelevantdocuments(receiptofwhichrenderssuchacceptancecomplete
andvalid),inaccordancewiththeTakeoversCode.AcceptancesoftheOffershallbe
irrevocableandnotcapableofbeingwithdrawn,exceptaspermittedundertheTakeovers
Code.

ThelatestdateforpostingoftheremittancesforamountsdueundertheOfferinrespectof
validacceptancesreceivedundertheOfferisWednesday,3July2024.

SHAREHOLDING STRUCTURE OF THE COMPANY

ImmediatelyaftertheCompletionandpriortothecommencementoftheOfferPeriod
(whichcommencedon12April2024withthepublicationoftheJointAnnouncement),save
for(i)the74,038,000SharesheldbytheOfferorimmediatelyfollowingtheCompletion;(ii)
the1,000,000SharesheldbytheVendorimmediatelyfollowingtheCompletion;and(iii)
theSharePledge,noneoftheOfferor,Mr.Channoranypartyactinginconcertwiththem

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held,owned,controlledorhaddirectionoveranySharesorvotingrightsoftheCompanyor
anyotherrelevantsecurities(asdefinedinNote4toRule22oftheTakeoversCode)ofthe
Company.

ImmediatelyaftertheCompletionandbeforethecommencementoftheOffer(beingthedate
ofdespatchoftheCompositeDocumenton31May2024),theOfferorandpartiesactingin
concertwithit(includingtheVendor)wereinterestedin75,038,000Shares,representing
approximately55.40%ofthetotalissuedsharecapitaloftheCompany.Immediatelyafter
thecloseoftheOffer,takingintoaccountthatthevalidacceptancesinrespectofatotalof
10,000OfferSharesundertheOffer,theOfferorandpartiesactinginconcertwithit
(includingtheVendor)areinterestedinanaggregateof75,048,000Shares,representing
approximately55.41%ofthetotalissuedsharecapitaloftheCompanyasatthedateofthis
jointannouncement.

Saveasdisclosedabove,noneoftheOfferor,Mr.Channoranypartiesactinginconcert
withanyofthem(i)held,controlledorhaddirectionoveranySharesorrightsoverthe
SharesimmediatelybeforeandduringtheOfferPeriod;(ii)hadacquiredoragreedto
acquireanySharesorrightsoverSharesduringtheOfferPeriodanduptoandincludingthe
dateofthisjointannouncement;nor(iii)hadborrowedorlentanyrelevantsecurities(as
definedinNote4toRule22oftheTakeoversCode)oftheCompanyduringtheOffer
Periodanduptoandincludingthedateofthisjointannouncement.

ThefollowingtablesetsouttheshareholdingstructureoftheCompany(a)immediatelyafter
theCompletionandbeforethecommencementoftheOffer;and(b)immediatelyafterthe
closeoftheOfferandasatthedateofthisjointannouncement:

The Offeror and parties acting inconcert with it— The Offeror— The Vendor (Note 1)Arena Investors, LP (Note 2)Public Shareholders	Immediately afterthe Completion and beforethe commencement ofthe OfferNumber ofSharesApproximate% of issuedShares74,038,00054.661,000,0000.7425,400,00018.7535,012,00025.85135,450,000100.00	Immediately after closeof the Offer and as atthe date of this jointannouncementNumber ofSharesApproximate% of issuedShares74,048,00054.671,000,0000.7425,880,00019.1134,522,00025.48135,450,000100.00	Immediately after closeof the Offer and as atthe date of this jointannouncementNumber ofSharesApproximate% of issuedShares74,048,00054.671,000,0000.7425,880,00019.1134,522,00025.48135,450,000100.00
			100.00

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Notes:

1. As the Vendor agreed to receive deferred payment by agreement to the full settlement of the Consideration subsequent to Completion, the Vendor is treated as providing financing or financial assistance to the Offeror and is therefore presumed to be acting in concert with the Offeror under Class (9) of the definition of ‘‘acting in concert’’ under the Takeovers Code.

2. According to the disclosure of interests filing available to the Company, Arena Investors, LP is an investment manager of and deemed to be interested in the Shares held by Arena Finance Markets, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Fund, LP, Arena Special Opportunities Partners II, LP and Arena Special Opportunities Partners (Cayman Master) II, LP.

PUBLIC FLOAT

ImmediatelyafterthecloseoftheOfferandasatthedateofthisjointannouncement,
34,522,000Shares,representingapproximately25.48%ofthetotalissuedsharecapitalof
theCompanyasatthedateofthisjointannouncement,areheldbythepublic(asdefined
undertheGEMListingRules).Accordingly,asatthedateofthisjointannouncement,the
CompanycontinuestosatisfytheminimumpublicfloatrequirementunderRule11.23(7)of
theGEMListingRules.

By order of the board of Beaming Elite Holdings Limited Chan Ting Sole director

By order of the Board of Vision International Holdings Limited 威 誠國際 控股有 限 公 司 Mr. Lau Kai Tai Chairman and executive Director

Hong Kong, 21 June 2024

As at the date of this joint announcement, the Board comprises (i) three executive Directors, namely, Mr. Lau Kai Tai (Chairman), Mr. Cheuk Ka Chun Kevin and Mr. Wong Ching; and (ii) four independent non-executive Directors, namely Dr. Liu Ta-pei, Ir Prof. Young Andrew Meng Cheung, Mr. Cha Ho Wa, and Mr. Chu Kin Ming.

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 confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the sole director of the Offeror) 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, Mr. Chan is the sole director of the Offeror. The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this joint announcement (other than information relating to the Vendor and the Group) and confirm, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this joint announcement (other than opinions 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 in this joint announcement misleading.

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This joint announcement will remain on the ‘‘Latest Listed Company Information’’ page on the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the date of its publication and on the Company’s website at www.vision-holdings.com.hk.

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