Ficus Technology Holdings Limited — Proxy Solicitation & Information Statement 2018

Sep 21, 2018

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (‘‘EGM’’) of Vision International Holdings Limited (the ‘‘Company’’) will be held at 10:00 a.m. on Monday, 15 October 2018 at No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifying, the following resolutions which will be proposed as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

‘‘THAT

• (a) the formal sales and purchase agreement (‘‘Formal Agreement’’) to be entered into between Vision Garments Limited, an indirect wholly-owned subsidiary of the Company incorporated in Hong Kong, being the purchaser (the ‘‘Purchaser’’) and Wisewing International Limited being the vendor (the ‘‘Vendor’’), in respect of an acquisition of a property (the ‘‘Acquisition’’) comprising workshops 1-3 and 5-7 on 3rd Floor of China United Plaza, No. 1008 Tai Nan West Street, Kowloon, Hong Kong (the ‘‘Property’’), has been produced to the EGM, and the transactions contemplated thereunder be and are hereby ratified, confirmed and approved; and

• (b) any one or more of the directors (the ‘‘Directors’’) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Formal Agreement and the transactions contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto (including any variation, amendments or waiver of

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such documents or any terms thereof, which are not fundamentally different from those as provided in the Formal Agreement) as are, in the opinion of the Directors or the duly authorised committee, in the interest of the Company and its shareholders as a whole.’’

By Order of the Board Vision International Holdings Limited Mr. Ko Sin Yun Chairman and Executive Director

Hong Kong, 21 September 2018

Registered office: Head office and principal place of business Cricket Square, Hutchins Drive in Hong Kong: P.O. Box 2681 No. 4, 7/F, Saxon Tower Grand Cayman KY1-1111 7 Cheung Shun Street Cayman Islands Lai Chi Kok, Kowloon Hong Kong

Notes:

• (a) Where there are joint registered 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 shares shall alone be entitled to vote in respect thereof.

• (b) For determining the entitlement to attend and vote at the EGM, the Register of Members of the Company will be closed from Wednesday, 10 October 2018 to Monday, 15 October 2018 (both days inclusive), during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the EGM (or at any adjournment thereof), all transfers of shares of the Company accompanied by the relevant share certificates and the appropriate transfer forms must be lodged with the Company’s branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. (Hong Kong Time) on Tuesday, 9 October 2018.

• (c) A shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not be a shareholder of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (d) To be valid, a form of proxy and the instrument appointing the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the Company’s Branch Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the said meeting or any adjourned meeting.

• (e) Pursuant to Rule 17.47(4) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (‘‘GEM Listing Rules’’), all resolutions set out in this Notice will be decided by poll at the EGM and the Company will announce the results of the poll in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

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As at the date of this notice, the executive Directors of the Company are Mr. Ko Sin Yun, Mr. Ko Man Ho and Mr. Cheng Ka Wing; and the independent non-executive Directors of the Company are Mr. To King Yan, Adam, Mr. Kwok Chee Kin and Mr. Chan Kim Sun.

This notice, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this notice 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 notice misleading.

This notice will remain on the GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least seven days from the date of its posting. This notice will also be published on the Company’s website at www.vision-holdings.com.hk.

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