Ficus Technology Holdings Limited — Proxy Solicitation & Information Statement 2018

Sep 21, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Vision International Holdings Limited, you should at once hand this circular and accompanying form of proxy to the purchaser(s) or transferee(s) or to the stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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

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)

(1) MAJOR AND CONNECTED TRANSACTION — ACQUISITION OF PROPERTY AS SHOWROOM AND

(2) NOTICE OF EXTRAORDINARY GENERAL MEETING

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

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A letter from the Board is set out on pages 4 to 12 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 13 to 14 of this circular. A letter from Goldin Financial Limited, the Independent Financial Adviser, containing its advice and recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 15 to 26 of this circular.

A notice convening the EGM to be held at No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong on Monday, 15 October 2018 at 10:00 a.m. is set out on pages EGM-1 and EGM-2 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

21 September 2018

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENT

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . .	13
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . .	15
APPENDIX I —FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . .	I-1
APPENDIX II —UNAUDITED PRO FORMA FINANCIAL INFORMATION
OF THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
APPENDIX III—VALUATION REPORT OF THE PROPERTY . . . . . . . . . . . . . . . .	III-1
APPENDIX IV —GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	IV-1
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– ii –

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the context requires otherwise:

• ‘‘Acquisition’’

the acquisition of the Property by the Purchaser from the Vendor pursuant to the Provisional Agreement and/or the Formal Agreement

• ‘‘Announcement’’

• the announcement of the Company dated 20 August 2018 in relation to the Acquisition

• ‘‘associates’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Vision International Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange (Stock Code: 8107)

• ‘‘Completion’’ the completion of the Acquisition

• ‘‘connected person(s)’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Consideration’’

• the total consideration of HK$27.5 million to be paid by the Purchaser for the Acquisition

• ‘‘controlling shareholder’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’

• an extraordinary general meeting of the Company to be held for the Shareholders to consider and, if thought fit, approve the Formal Agreement and the transactions contemplated thereunder

• ‘‘Formal Agreement’’

• the formal sales and purchase agreement entered into between the Purchaser and the Vendor on 10 September 2018 for the Acquisition

• ‘‘GEM’’

• GEM operated by the Stock Exchange

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on GEM of the Stock Exchange

• ‘‘Group’’

• the Company and its subsidiaries from time to time

• ‘‘HK$’’

• the lawful currency for the time being of Hong Kong

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’

• ‘‘Hong Kong Share Registrar’’

• ‘‘Independent Board Committee’’

• ‘‘Independent Financial Adviser’’

• ‘‘Independent Shareholders’’

• ‘‘Latest Practicable Date’’

• ‘‘Listing Date’’

• ‘‘Mr. Ko’’

• ‘‘Mr. Morris Ko’’

• ‘‘Mr. M. Ko’’

• ‘‘Property’’

• ‘‘Provisional Agreement’’

• ‘‘Purchaser’’

• the Hong Kong Special Administrative Region of the People’s Republic of China

• Computershare Hong Kong Investor Services Limited, the branch share registrar of the Company in Hong Kong

• the independent board committee of the Company, comprising all the independent non-executive Directors, namely Mr. To King Yan, Adam, Mr. Kwok Chee Kin and Mr. Chan Kim Sun, formed to advise the Independent Shareholders as to the Acquisition

• Goldin Financial Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Acquisition

• Shareholders other than Mr. Ko and his associates

• 17 September 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained therein

• 4 May 2018, the date on which dealings in the Shares first commenced on GEM

• Mr. Ko Sin Yun, chairman of the Board, an executive Director of the Company and a controlling Shareholder

• Mr. Ko Man Ho, the chief executive officer, an executive Director of the Company and the son of Mr. Ko

• Mr. Ko Sek Yan, the elder brother of Mr. Ko

• the property comprises workshops 1–3 and 5–7 on the 3rd Floor of China United Plaza, No. 1008 Tai Nan West Street, Kowloon, Hong Kong

• the provisional sales and purchase agreement dated 20 August 2018 entered into between the Vendor and the Purchaser in relation to the sales and purchase of the Property

• Vision Garments Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company

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DEFINITIONS

‘‘SCM’’ supply chain management

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’ ordinary share(s) of par value of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ holder(s) of the Share(s)

• ‘‘Share Offer’’ the issue of the Shares by way of share offer as further detailed in the prospectus of the Company dated 23 April 2018

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘substantial shareholder’’ has the meaning ascribed to it under the GEM Listing Rules

• ‘‘Valuer’’ AVISTA Valuation Advisory Limited, an independent professional valuer appointed by the Company for the valuation of the Property

• ‘‘Vendor’’ Wisewing International Limited, a company incorporated in Hong Kong with limited liability and wholly owned by Mr. M. Ko

• ‘‘%’’ percentage

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LETTER FROM THE BOARD

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)

Executive Directors: Mr. Ko Sin Yun (Chairman) Mr. Ko Man Ho Mr. Cheng Ka Wing

Independent non-executive Directors: Mr. To King Yan, Adam Mr. Kwok Chee Kin Mr. Chan Kim Sun

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Headquarters and principal place of business in Hong Kong: No. 4, 7/F, Saxon Tower 7 Cheung Shun Street Lai Chi Kok, Kowloon Hong Kong

21 September 2018

To the Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION — ACQUISITION OF PROPERTY AS SHOWROOM

INTRODUCTION

Reference is made to the Announcement of the Company dated 20 August 2018 in relation to, the Provisional Agreement entered into by the Purchaser and the Vendor. Pursuant to the Provisional Agreement, the Vendor has conditionally agreed to sell, and the Purchaser, being an indirect wholly-owned subsidiary of the Company, has conditionally agreed to acquire, the Property at a total consideration of HK$27.5 million.

The purpose of the circular is to provide you with, among other things, (i) further details of the Acquisition; (ii) the financial information of the Group; (iii) a letter from the Independent Board Committee containing its opinion and recommendations to the Independent Shareholders in respect of the Acquisition; (iv) a letter of advice from the Independent Financial Adviser to advise the Independent Board Committee and the Independent

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LETTER FROM THE BOARD

Shareholders in respect of the Acquisition; (v) the unaudited pro forma financial information of the Group; (vi) the valuation report in respect of the Property; (vii) a notice of the EGM and a form of proxy; and (viii) other information as required to be disclosed under the GEM Listing Rules.

THE PROVISIONAL AGREEMENT AND THE FORMAL AGREEMENT

Provisional Agreement

On 20 August 2018, the Purchaser and the Vendor entered into the Provisional Agreement, pursuant to which the Vendor has conditionally agreed to sell, and the Purchaser, being an indirect wholly-owned subsidiary of the Company, has conditionally agreed to acquire, the Property at a total consideration of HK$27.5 million.

The Provisional Agreement has been superseded by the Formal Agreement subsequently.

Formal Agreement

The Purchaser and the Vendor entered into the Formal Agreement on 10 September 2018, which has incorporated the terms and conditions contained in the Provisional Agreement. The material terms of the Formal Agreement are set out in this circular below.

Date	10 September 2018
Parties
Purchaser	Vision Garments Limited
Vendor	Wisewing International Limited

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor is beneficially wholly owned by Mr. M. Ko, the elder brother of Mr. Ko. As at the Latest Practicable Date, Mr. Ko is a controlling Shareholder holding 75% of the issued share capital of the Company, the chairman of the Board and an executive Director the Company. Accordingly, the Vendor is an associate (as defined in the GEM Listing Rules) of Mr. Ko and hence a connected person of the Company under Chapter 20 of the GEM Listing Rules.

Assets to be acquired

Pursuant to the Formal Agreement, the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Property.

The Property comprises workshops 1–3 and 5–7 on 3rd Floor of China United Plaza, No. 1008 Tai Nan West Street, Kowloon, Hong Kong. The Property is an industrial property with a gross area of approximately 4,089 square feet (‘‘Agreed Area’’). The Property was acquired by the Vendor on 18 December 1996 at a consideration of HK$17,224,140.

– 5 –

LETTER FROM THE BOARD

According to the valuation report of the Property issued by the Valuer, the value of the Property is approximately HK$27.5 million as at 20 August 2018.

As per the Formal Agreement, upon Completion, the Vendor shall deliver vacant possession of the Property to the Purchaser. The Property is to be sold to the Purchaser on an ‘‘as is’’ basis and in the physical state and condition as it stands.

Consideration

The Consideration shall be HK$27.5 million, being approximately HK$6,730 per square foot multiplied by Agreed Area.

The Consideration shall be payable by the Purchaser to the Vendor in the following manner:

• (a) an initial deposit in the sum of HK$1,375,000 has been paid by the Purchaser upon signing of the Provisional Agreement;

• (b) a further deposit of HK$1,375,000 shall be paid by the Purchaser on or before 20 September 2018; and

• (c) the remaining balance of the Consideration of HK$24,750,000 shall be satisfied in full by the Purchaser upon Completion.

As at the Latest Practicable Date, the initial deposit and the further deposit have been settled by the Purchaser.

Basis of the Consideration

The Consideration was determined after arm’s length negotiation between the Vendor and the Purchaser under normal commercial terms and with reference to, among others, the preliminary valuation of the Property at HK$27.5 million as on 20 August 2018, as carried out by the Valuer using market approach by making reference to comparable market transactions.

Conditions precedent of the Formal Agreement

Completion is conditional on:

• (i) the Purchaser having obtained the approval from the Stock Exchange in respect of the Acquisition;

• (ii) the Vendor having proved, given and shown a good title to the Property in accordance with section 13 and 13A of the Conveyancing and Property Ordinance (Chapter 219 of the Laws of Hong Kong); and

• (iii) the Independent Shareholders having approved by way of ordinary resolution(s) the Formal Agreement and the transactions contemplated thereunder at an EGM.

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LETTER FROM THE BOARD

If the conditions above have not been fulfilled (or waived) (if applicable) on or before 10 December 2018 or such other date as the Vendor and the Purchaser may agree in writing, the Formal Agreement shall terminate whereupon the parties shall have no further claims against each other under the Formal Agreement save for accrued rights prior to such termination. The Vendor shall refund to the Purchaser all deposits paid within 10 days after termination or such other date as the Vendor and the Purchaser may agree in writing (without interest).

Stamp Duty

All stamp duty arising from the Provisional Agreement, the Formal Agreement and the assignment shall be borne by the Purchaser.

Completion

Completion of the sales and purchase of the Property shall take place on or before 20 December 2018.

Failure of Completion

If the Purchaser (other than due to the default of the Vendor) fails to complete the Acquisition in accordance with the terms and conditions of the Formal Agreement, the Vendor may forthwith rescind the Formal Agreement and the Vendor shall thereupon be entitled to reenter upon the Property and repossess the same, and all deposits paid by the Purchaser shall be forfeited to the Vendor. Any deficiency in price arising from such resale and all reasonable expenses attending the same shall be made good and paid by the Purchaser as liquidated damage.

If the Vendor (other than due to the default of the Purchaser or in the exercise of the right to annul the sale therein) fails to complete in accordance with the terms and conditions of the Formal Agreement, all deposits paid shall forthwith be returned to the Purchaser who shall also be entitled to recover from the Vendor such damages which the Purchaser may sustain by reason of the failure on the part of the Vendor to complete.

Either party to the Formal Agreement is not prevented from bringing an action and obtaining a decree for specific performance either in lieu of or in addition to such damages as it may have sustained by reason of the breach of the Formal Agreement by the other party.

REASONS FOR AND BENEFITS OF THE ACQUISITION

The Group is an apparel SCM service provider based in Hong Kong delivering one-stop solution to customers in Europe, predominantly Germany. As disclosed in the prospectus dated 23 April 2018 issued by the Company in connection with the Share Offer, the Company’s objective is to become a key market player in the Hong Kong apparel SCM industry and the Company intends to set up a new showroom to showcase its product offerings as one of its business strategies.

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LETTER FROM THE BOARD

The Directors believe that a permanent showroom will give more confidence to the Group’s customers and strengthen the Group’s corporate image. The Directors also consider that it would be more beneficial for the Group to acquire, rather than leasing a premise for the showroom, as it eliminates the risk of spending excessive decoration, renovation and relocation costs in case of early termination or non-renewal of the tenancy agreements by the landlord. Instead, it gives the Group the liberty to renovate and decorate the showroom to better display the Group’s design collections.

The Group has identified Cheung Sha Wan district as a suitable location for setting up the showroom as it is close to its existing office and a tradition district of garments and textile business in Hong Kong. As such, the Group has requested for and was provided with a total of 12 quotations from Centaline Property Agency and Midland Reality for properties located in Cheung Sha Wan district, with the size of approximately 2,000 to 5,000 square feet. The quotations provided also includes that of the Property, which has been released to market for sales. The selling price of the properties varies from approximately HK$18 million to HK$52 million; while price per square foot varies from approximately HK$5,000 to HK$15,000. The properties with the first and second lowest price per square foot bear an age of over 35 years, and the Directors are of the view that they are not suitable in terms of their age. Excluding the abovementioned two properties, the Property has the lowest price per square foot among the remaining quotations. Taking into account the prices, sizes, locations and the ages of the properties, the Group decided to enter into the Acquisition for the Property as compared to other locations available.

In view of the above, the Board (including the members of the Independent Board Committee who have taken into account the advice of the Independent Financial Adviser) considers that the Formal Agreement has been entered into on normal commercial terms and the terms thereto are fair and reasonable and the Acquisition is in the interest of the Company and the Shareholders as a whole.

Mr. Ko and Mr. Morris Ko, the Directors who have a material interest in the Acquisition by virtue of their relationship with Mr. M. Ko, the ultimate shareholder of the Vendor as disclosed in the following section, have abstained from voting on the board resolution approving the Formal Agreement and the transactions contemplated thereunder.

INFORMATION ABOUT THE COMPANY, THE GROUP, THE PURCHASER AND THE VENDOR

The Company is an investment holding company. The Group is an apparel SCM service provider based in Hong Kong. Its services range across market trend analysis, product design and development, sourcing of suppliers, production management, logistics services and quality control.

The Purchaser is an indirect wholly-owned subsidiary of the Company and is principally engaged in the provision of apparel SCM services to customers.

The Vendor is a company incorporated in Hong Kong with limited liability, and is principally engaged in holding of investment properties and property leasing.

– 8 –

LETTER FROM THE BOARD

FINANCIAL EFFECTS OF THE ACQUISITION ON THE GROUP

The Group will utilise the Property for self-use as a showroom. The Group expects that there will be a potential reduction in cash as well as cash equivalents, an increase in bank borrowings and interest expenses arising from the mortgage loans in respect of the acquisition of the Property. The Company intends to fund the Consideration by a portion of the net proceeds from the Share Offer, bank borrowings and internal resources.

As at the Latest Practicable Date, the Company is in the course of negotiating with a commercial bank on a banking facilities for the purpose not limited to settling any Consideration payable not covered by the net proceeds from the Share Offer at the time of payment in accordance with the Formal Agreement. According to the preliminary proposed term sheet offered by the relevant bank, the principal amount of the banking facilities amount to HK$41 million. The facilities comprise of (i) letter of credit to the amount of HK$30 million at an interest rate of 2.00% over HIBOR or the bank’s cost of fund (whichever is higher) and (ii) a mortgage loan of HK$11 million at an interest rate of 1.80% over HIBOR or the bank’s cost of fund (whichever is higher). The facilities are secured by the Property, and unlimited corporate guarantees by the Company and Market Gala Limited, a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company, respectively. Based on information available to the Group, the Group expects to incur total interest expenses of approximately HK$2.94 million in relation to the financing of the Acquisition over the tenure of the mortgage loan of 15 years, subject to review by Company’s auditors.

As disclosed in the valuation report, the Property is subject to a mortgage in favour of the Hongkong and Shanghai Banking Corporation Limited. The said mortgage will be released prior to or on Completion at the Vendor’s sole expense.

IMPLICATIONS UNDER THE GEM LISTING RULES

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor is beneficially wholly owned by Mr. M. Ko, the elder brother of Mr. Ko. Mr. Ko is, as at the Latest Practicable Date, a controlling Shareholder holding 75% of the issued share capital of the Company, the chairman of the Board and an executive Director of the Company. Accordingly, the Vendor is an associate of Mr. Ko and hence is a connected person of the Company under Chapter 20 of the GEM Listing Rules and the Acquisition constitutes a connected transaction of the Company, and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

As one or more of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules in respect of the Acquisition is more than 25% but less than 100%, the Acquisition constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

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LETTER FROM THE BOARD

The voting in respect of the Acquisition at the EGM will be conducted by way of poll. Mr. Ko, holding a total of 750,000,000 Shares (representing 75% of the issued share capital of the Company) and his associates are required to abstain from voting in respect of the resolution(s) approving the Formal Agreement and Acquisition at the EGM.

Save for the aforesaid and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, no other Shareholder has a material interest in the Acquisition and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Formal Agreement and the Acquisition at the EGM.

The EGM

The EGM will be convened and held for the Independent Shareholders to, among other things, consider and, if thought fit, approve the Acquisition.

A notice convening the EGM to be held at No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong on Monday, 15 October 2018 at 10:00 a.m. is set out on pages EGM-1 and EGM-2 of this circular for the purpose of considering and, if thought fit, approving the Formal Agreement and the transactions contemplated hereunder.

The voting in respect of the Formal Agreement and the transactions contemplated thereunder at the EGM will be conducted by way of poll. Mr. Ko, a controlling Shareholder holding a total of 750,000,000 Shares (representing 75% of the issued share capital of the Company) as at the Latest Practicable Date, and his associates have a material interest in the Acquisition, are required to abstain from voting in respect of the resolution(s) approving the Formal Agreement and the transactions contemplated thereunder at the EGM.

Save for the aforesaid and to the Directors’ best knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, no other Shareholder has any material interest in the Acquisition and therefore is required to abstain from voting on the proposed resolution(s) approving the Formal Agreement and the transactions contemplated thereunder at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATION

Your attention is drawn to the letter from the Independent Board Committee set out on pages 13 to 14 of this circular which contains its recommendation to the Independent Shareholders as to the voting at the EGM in respect of the terms of the Formal Agreement and the transactions contemplated thereunder.

Your attention is also drawn to the letter from the Independent Financial Adviser set out on pages 15 to 26 of this circular which contains its advice and recommendation to the Independent Board Committee and the Independent Shareholders as to the voting at the EGM in respect of the terms of the Formal Agreement and the transactions contemplated thereunder.

The Board (including the members of the Independent Board Committee after taking into account the advice of the Independent Financial Adviser) considers that the terms of the Formal Agreement, which have been reached after arm’s length negotiations among the parties thereto, are on normal commercial terms, fair and reasonable, and the Acquisition is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board (including the members of the Independent Board Committee after taking into account the advice of the Independent Financial Adviser) recommends the Independent Shareholders to vote in favour of the resolution(s) approving the Formal Agreement and the transactions contemplated thereunder at the EGM. Mr. Ko and Mr. Morris Ko, the Directors who have a material interest in the Acquisition by virtue of their relationship with Mr. M. Ko, the ultimate shareholder of the Vendor as disclosed in the following section, have abstained from voting on the board resolution approving the Formal Agreement and the transactions contemplated thereunder.

You are advised to read the letter from the Independent Board Committee and the letter from the Independent Financial Adviser mentioned above before deciding how to vote on the resolution(s) to be proposed at the EGM.

GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, no Shareholder, other than Mr. Ko and his associates, is required to abstain from voting on the resolution(s) to be proposed at the EGM. The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or other arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

– 11 –

LETTER FROM THE BOARD

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

Yours faithfully, By order of the Board Vision International Holdings Limited Mr. Ko Sin Yun

Chairman and Executive Director

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The following is the text of a letter from the Independent Board Committee, which has been prepared for the purpose of incorporation into this circular, setting out its recommendation to the Independent Shareholders in respect of the Acquisition.

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)

21 September 2018

To the Independent Shareholders

Dear Sir or Madam,

MAJOR AND CONNECTED TRANSACTION — ACQUISITION OF PROPERTY AS SHOWROOM

We refer to the circular of the Company dated 21 September 2018, of which this letter forms part. Unless the context otherwise requires, capitalised terms used in this letter will have the same meanings as defined in the Circular.

We have been appointed to form the Independent Board Committee to consider the Acquisition and to advise you as to whether, in our opinion, the terms of the Formal Agreement and the transactions contemplated thereunder are fair and reasonable so far as the Independent Shareholders are concerned, on normal commercial terms and in the interests of the Company and the Independent Shareholders as a whole, and to recommend whether or not the Independent Shareholders should vote for the resolution(s) to be proposed at the EGM to approve the Formal Agreement and the transactions contemplated thereunder. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respect.

We also wish to draw your attention to (i) the letter from the Board as set out on pages 4 to 12 of this circular; (ii) the letter from the Independent Financial Adviser as set out on pages 15 to 26 of this circular; and (iii) the additional information set out in the appendices to this circular.

Having considered the terms of the Formal Agreement and the transactions contemplated thereunder, and having taken into account the opinion of the Independent Financial Adviser and, in particular, the reasons and recommendations as set out in the letter from the Independent Financial Adviser on pages 15 to 26 of this circular, we consider that the terms of

– 13 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

the Formal Agreement and the transactions contemplated thereunder are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned, and the Formal Agreement and the transactions contemplated thereunder are in the interests of the Independent Shareholders and the Company as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) which will be proposed at the EGM to approve, among other matters, the Formal Agreement and the transactions contemplated thereunder.

Yours faithfully,

For and on behalf of the Independent Board Committee of Vision International Holdings Limited Mr. To King Yan, Adam Mr. Kwok Chee Kin Mr. Chan Kim Sun

Independent non-executive Directors

– 14 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the full text of the letter from the Independent Financial Adviser setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the Acquisition, which has been prepared for the purpose of inclusion in this circular.

==> picture [42 x 35] intentionally omitted <==

Goldin Financial Limited

22/F Far East Finance Centre 16 Harcourt Road Hong Kong

21 September 2018

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

MAJOR AND CONNECTED TRANSACTION — ACQUISITION OF PROPERTY AS SHOWROOM

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Acquisition, details of which are contained in the Announcement and the letter from the Board (the ‘‘Letter from the Board’’) contained in the circular of the Company dated 21 September 2018 (the ‘‘Circular’’), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 20 August 2018, Vision Garments Limited (as the Purchaser), an indirect wholly owned subsidiary of the Company, entered into the Provisional Agreement with Wisewing International Limited (as the Vendor), pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Property at the Consideration of HK$27.5 million.

The Provisional Agreement has been superseded by the Formal Agreement subsequently.

On 10 September 2018, the Purchaser and the Vendor entered into the Formal Agreement which has incorporated the terms and conditions contained in the Provisional Agreement.

According to the Letter from the Board, to the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Vendor is beneficially wholly owned by Mr. M. Ko, the elder brother of Mr. Ko. As at the Latest Practicable Date, Mr. Ko is a controlling shareholder holding 75% of the issued share capital of the Company, the chairman of the Board and an executive Director. Accordingly, the Vendor is an associate of Mr. Ko and hence a connected person of the Company under Chapter 20 of the GEM Listing

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Rules, and the Acquisition constitutes a connected transaction of the Company, and is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under Chapter 20 of the GEM Listing Rules.

As one or more of the applicable percentage ratios under Chapter 19 of the GEM Listing Rules in respect of the Acquisition exceeds 25% but is less than 100%, the Acquisition constitutes a major transaction of the Company, and is subject to the reporting, announcement, circular and Shareholders’ approval requirements under Chapter 19 of the GEM Listing Rules.

The voting in respect of the Acquisition at the EGM will be conducted by way of poll. Mr. Ko, holding a total of 750,000,000 Shares (representing 75% of the issued share capital of the Company) and his associates are required to abstain from voting in respect of the relevant resolution(s) at the EGM.

Save for the aforesaid and to the Directors’ best knowledge, information and belief and having made all reasonable enquiries, as at the Latest Practicable Date, no other Shareholder has a material interest in the Acquisition and therefore no other Shareholder is required to abstain from voting on the proposed resolution(s) approving the Formal Agreement and the transaction contemplated thereunder at the EGM.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. To King Yan, Adam, Mr. Kwok Chee Kin and Mr. Chan Kim Sun, has been established to advise the Independent Shareholders in connection with the Acquisition.

We, Goldin Financial Limited, have been appointed by the Company as the Independent Financial Adviser in accordance with the GEM Listing Rules to advise the Independent Board Committee and the Independent Shareholders in relation to the Acquisition and to make recommendations as to, among others, whether the terms of the Formal Agreement are fair and reasonable, are normal commercial terms and in the interests of the Company and the Independent Shareholders as a whole, and as to voting in respect of the relevant resolution(s) at the EGM. Our appointment has been approved by the Independent Board Committee.

As at the Latest Practicable Date, apart from normal professional fees for our services provided to the Company in relation to the engagement described above, there was no other arrangement whereby we would receive any fees and/or benefits from the Group. We are not aware of any relationships or interests between us and the Group, the Vendor or any of their respective substantial shareholders, directors or chief executives, or any of their respective associates. We are independent under Rule 17.96 of the GEM Listing Rules to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the Acquisition.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR ADVICE

In formulating our opinion and recommendations, we have reviewed, inter alia, the Announcement, the Formal Agreement, the valuation report on the Property (the ‘‘Valuation Report’’) as prepared by the Valuer, the prospectus of the Company dated 23 April 2018 in connection with the Share Offer (the ‘‘Prospectus’’) and the interim report of the Company for the six months ended 30 June 2018 (the ‘‘Interim Report 2018’’). We have also reviewed certain information provided by the management of the Company relating to the operations, financial condition and prospects of the Group. We have considered such other information, analyses and market data which we deemed relevant, and conducted verbal discussions with the management of the Company regarding the Acquisition and the businesses and future outlook of the Group.

All Directors collectively and individually accept full responsibility for the purpose of giving information with regard to the Company in the Circular and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We have assumed that all such statements, information, opinions and representations contained or referred to in the Circular or otherwise made to us by the Directors and the management of the Company for which they are solely responsible, were true, accurate and complete at the time they were made and continue to be true, accurate and complete in all material respects as at the Latest Practicable Date and Shareholders will be notified of material changes (if any) of the information contained in the Circular. We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view regarding the Acquisition to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinion. We have no reasons to suspect that any material information has been withheld by the Directors or management of the Company, or is misleading, untrue or inaccurate. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the business or affairs or future prospects of the Group. Our opinion is necessarily based on financial, economic, market and other conditions in effect, and the information made available to us as at the Latest Practicable Date.

This letter is issued for information purpose to the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Acquisition. Except for its inclusion in the Circular, this letter is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS AND REASONS CONSIDERED

In giving our recommendations with respect to the Acquisition to the Independent Board Committee and the Independent Shareholders, we have taken into account the following principal factors and reasons:

1. Background information of the Group

The Group is principally engaged in the provision of one-stop apparel SCM solutions which include market trend analysis, product design and development, sourcing of suppliers, production management, logistics management and quality control services. Set out in Table 1 below is certain financial information of the Group for the three years ended 31 December 2017 and each of the six months ended 30 June 2017 and 2018 respectively as extracted from the Prospectus and the Interim Report 2018, respectively.

Table 1: Financial highlights of the Group

	For the six	months	For the year ended	For the year ended	For the year ended
	ended 30 June			31 December
	2018	2017	2017		2016	2015
	(unaudited)	(unaudited)	(audited)		(audited)	(audited)
	HK$’000	HK$’000	HK$’000		HK$’000	HK$’000
Revenue	33,841	27,041	71,399		46,016	110,839
(Loss)/Profit for the
period/year	(5,088)	13,002	22,465		42,874	53,300
		As at
		30 June	As	at 31 December
		2018	2017		2016	2015
		(unaudited)	(audited)		(audited)	(audited)
		HK$’000	HK$’000		HK$’000	HK$’000
Non-current assets		9,625	10,184		10	10
Current assets		73,834	44,762		63,549	93,462
Current liabilities		(5,085)	(16,706)		(40,789)	(70,648)
Net current assets		68,749	28,056		22,760	22,814
Non-current liabilities		(416)	(343)		—	—
Net assets		77,958	37,897		22,770	22,824

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For the year ended 31 December 2016

For the year ended 31 December 2016, the Group recorded revenue of approximately HK$46.02 million, representing a decrease of approximately 58.48% as compared to approximately HK$110.84 million as recorded in the previous year. Based on the Prospectus, such decrease in revenue was primarily due to (i) the decrease in sales to the largest customer of the Group; (ii) the change of strategy of the Group to focus on key customers which resulted in a decrease in sales from small customers; and (iii) the loss of two major customers and sales to such customers.

The Group recorded profit for the year ended 31 December 2016 of approximately HK$42.87 million, representing a decrease of approximately 19.57% as compared to profit for the year ended 31 December 2015. The decrease in profit for the year was mainly due to the net effect of (i) the decrease in revenue; (ii) the decrease in cost of sales; and (iii) the decrease in selling and distribution expenses.

As at 31 December 2016, net current assets and net assets of the Group amounted to approximately HK$22.76 million and approximately HK$22.77 million, which decreased slightly as compared to the net current assets and net assets recorded as at 31 December 2015, respectively.

For the year ended 31 December 2017

For the year ended 31 December 2017, the Group recorded revenue of approximately HK$71.40 million, representing a significant increase of approximately 55.15% compared to the revenue of approximately HK$46.02 million recorded in the previous year. With reference to the Prospectus, such significant increase in revenue was primarily the result of (i) the increase in sales from existing customers of the Group located in Germany; (ii) the expansion into French and Hong Kong apparel market with sales; and (iii) sales derived from the GC Fontana and GC Fontana Cashmere brands.

The Group recorded profit for the year ended 31 December 2017 of approximately HK$22.47 million, representing a decrease of approximately 47.59% as compared to that recorded for the year ended 31 December 2016. According to the Prospectus, such decrease was primarily the net effect of (i) the increase in revenue; (ii) the increase in cost of sales; (iii) the decrease in other gains and losses; and (iv) the increase in listing expenses.

As at 31 December 2017, net current assets and net assets of the Group amounted to approximately HK$28.06 million and approximately HK$37.90 million, representing an increase of approximately 23.29% and an increase of approximately 66.45% as compared to that recorded as at 31 December 2016, respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For the six months ended 30 June 2018

For the six months ended 30 June 2018, the Group recorded revenue of approximately HK$33.84 million, representing an increase of approximately 25.15% as compared to that of approximately HK$27.04 million in the corresponding period in 2017. According to the Interim Report 2018, such increase was mainly attributable to the increased revenue from new customers in France, Switzerland and Austria.

The Group recorded loss for the six months period ended 30 June 2018 of approximately HK$5.09 million, while a profit of approximately HK$13.00 million was recorded by the Company for the corresponding period in 2017. Such recognition of loss was due to the drop in the financial guarantee incomes and the increase in the listing expenses.

As at 30 June 2018, net current assets and current assets of the Group amounted to approximately HK$68.75 million and approximately HK$77.96 million, respectively.

2. Information on the Property

Pursuant to the Formal Agreement, the Vendor has conditionally agreed to sell, and the Purchaser has conditionally agreed to acquire, the Property.

The Property comprises workshops 1–3 and 5–7 on 3rd Floor of China United Plaza, No. 1008 Tai Nan West Street, Kowloon, Hong Kong. The Property is an industrial property with a gross area of approximately 4,089 square feet. The Property was acquired by the Vendor on 18 December 1996 at a consideration of HK$17,224,140.

As per the Formal Agreement, upon Completion, the Vendor shall deliver vacant possession of the Property to the Purchaser. The Property is to be sold to the Purchaser on an ‘‘as is’’ basis and in the physical state and condition as it stands.

3. Reasons for and benefits of the Acquisition

The Group is an apparel SCM service provider based in Hong Kong delivering onestop solution to customers in Europe, predominantly Germany. According to the Prospectus, the Company’s objective is to become a key market player in the Hong Kong apparel SCM industry and the Company intends to set up a new showroom to showcase its product offerings. As disclosed in the Interim Report 2018, the Group has carried out several preparation works in respect of setting up a showroom. It is expected that the Acquisition would help facilitate the Group to further develop its apparel SCM business and achieve its business objective.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

According to the Prospectus, in light of the close proximity to the Group’s headquarters in Hong Kong as well as the production bases in the People’s Republic of China, the Company considers Hong Kong as a suitable location for establishing a new showroom. In addition to the above, we have further conducted research independently from the public domain on the outlook of the apparel market in Hong Kong. Based on ‘‘Report on Monthly Survey of Retail Sales’’ published in August 2018 by Census and Statistics Department of Hong Kong government (https://www.statistics.gov.hk), the yearon-year rates of change of the movement of both the value index of total retail sales and the volume index of total retail sales exhibited upward trends during the period from 1 January 2016 to 30 June 2018, indicating the positive environment within the overall retail market in Hong Kong. With respect to the wearing apparel industry, the monthly value index of retail sales of wearing apparel in Hong Kong ranged from 88.6 to 124.2 during the first seven months of 2018, implying an overall value index for the entire period of 105.1. Such figure demonstrates a significant improvement by approximately 10.3% from that for the corresponding period in 2017. Further, according to ‘‘Cautiously Optimistic: The 2018 Outlook for the Clothing and Fashion Market’’ published by the Hong Kong Trade Development Council (‘‘HKTDC’’) (http://www.hktdc.com) in October 2017, nearly 90% of the interviewees, who were buyers and exhibitors of a clothing trade exhibition organised by HKTDC, considered apparel market in Hong Kong as having the greatest growth potential in 2018 among their traditional markets, demonstrating the confidence of the industry in its future prospect.

The Directors believe that a permanent showroom will strengthen corporate image and give more confidence to the customers. According to ‘‘2017 Retail Industry Trends — Showrooms, consumer experience, and compelling economics’’ as published by PricewaterhouseCoopers (https://www.strategyand.pwc.com), a multinational professional services network, by offering opportunities for customers to directly interact with the professional staff and familiarise themselves with the products, showrooms work best for differentiated goods like branded fashion apparel and encourage conversion of browsers into actual customers. According to ‘‘Global Retail Trends 2018’’ published in March 2018 by Klynveld Peat Marwick Goerdeler (https://home.kpmg.com), an international professional service company providing professional services including audit, tax and advisory services and industry insights, successful retailing comes down to obsessing about customer experience and leading retailers take advantage of their physical spaces to maximise experience of customers per square foot and the real-life interactions there within. Accordingly, we are of the view that the Property would allow the Group to fully utilise the room to display and store its products, offerings, as well as to improve customer experience, which would ultimately help attract new customers and enhance the sales performance of its apparel SCM business.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

On the other hand, the Directors consider that it would be more beneficial for the Group to acquire, rather than leasing a premise for the showroom, as it eliminates the risk of spending excessive decoration, renovation and relocation costs in case of early termination or non-renewal of the tenancy agreements by the landlord. In such regard, we have conducted research from the public domain and noted from ‘‘Rental Indices for Hong Kong Property Market’’ as published and updated from time to time by the Rating and Valuation Department of Hong Kong government (https://www.rvd.gov.hk) that the rental indices of the flatted factories in Hong Kong have exhibited a constantly upward trend over the past nine years. Therefore, we consider that the Acquisition will help save the rental cost that would be borne by the Group in the event of leasing a property as the new showroom, and concur with the views of the Directors as mentioned above.

Considering (i) the Acquisition is in line with the Group’s business objective; (ii) the generally positive prospect of the overall retail market as well as the apparel market in Hong Kong; (iii) in light of the growing importance of customer experience in apparel industry, the advantages of setting up a showroom and the important role it plays in attracting potential customers; and (iv) the advantages of acquiring over leasing a premise as the new showroom, we are of the view that the Acquisition is fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

4. Principal terms of the Formal Agreement

On 20 August 2018, the Vendor and the Purchaser entered into the Provisional Agreement, pursuant to which the Vendor has conditionally agreed to sell and the Purchaser has conditionally agreed to acquire the Property at the Consideration of HK$27.5 million. The Formal Agreement, which had incorporated the terms and conditions contained in the Provision Agreement, was signed on 10 September 2018.

Basis of consideration

The Consideration of HK$27.5 million, being approximately HK$6,730 per square foot multiplied by the Agreed Area, was determined after arm’s length negotiation between the Vendor and the Purchaser under normal commercial terms and with reference to, among others, the preliminary valuation on the Property conducted by the Valuer in the appraised value (the ‘‘Appraised Value’’) of HK$27.5 million. Details of the Valuation Report are set out in Appendix III to the Circular.

In assessing the fairness and reasonableness of the determination of the Consideration, we have reviewed the Valuation Report and discussed with the Valuer regarding, among others, its experiences, the principal bases and the assumptions adopted in the valuation.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on our interview with the Valuer, we learnt that the Valuer possesses experience in valuing properties in Hong Kong and overseas, and the professional responsible for signing the Valuation Report is a recognised member of Hong Kong Institute of Surveyors and has over 10 years’ experience in real estate industry and assets valuation sector. With respect to the experience in valuating industrial buildings in Hong Kong during the past two years, we noted that the Valuer has conducted several valuations of such kind which the Property is categorised in. The Valuer confirmed that it is an independent third party to the Group, the Vendor and their respective core connected persons as at the Latest Practicable Date. In addition, we have reviewed the terms of the engagement letter of the Valuer with the Company in respect of the Valuation Report and noted that the scope of work is appropriate to the opinion required to be given, and we are not aware of any limitation on the scope of work which might have an adverse impact on the degree of assurance given by the Valuation Report.

During our review, we noted that the valuation on the Property was conducted based on the key assumptions that, among others, (i) transferable land use rights in respect of the Property interests at nominal land use fees have been granted and any premium payable has already been fully settled; (ii) the respective title owner of the Property has an enforceable title of the Property interest and has free and uninterrupted rights to occupy, use, sell, lease, charge, mortgage or otherwise dispose of Property without the need of seeking further approval from and paying additional premium to the government for the unexpired land use term as granted; (iii) the design and construction of the Property is/will be in compliance with the local planning regulations and requirements, and had been/would have been duly examined and approved by the relevant authorities; and (iv) the relative environmental regulations and laws have been complied with. The Valuer advised that the above are the assumptions generally adopted in property valuations. We have, in such regard, conducted independent research and noted that the above assumptions have been commonly adopted in the valuations of assets including properties of other listed companies in Hong Kong.

In obtaining the Appraised Value, the Valuer has adopted market approach by making reference to comparable market transactions (the ‘‘Comparables’’). The Valuer has identified transactions based on the criteria that (i) such transaction had been completed, and the completion had been published in public sources in the last two years; (ii) the underlying target properties were located in the same building as the Property; and (iii) the underlying target properties comprised all units on the entire floor on which they were located. As confirmed by the Valuer, the Comparables represent an exhaustive list of comparables having met all of the aforesaid selection criteria. It is noted that the Valuer has relied on the official websites of EPRC Ltd. (‘‘EPRC’’) and Midland IC&I Limited (‘‘Midland IC&I’’) as the sources of information on the Comparables. According to the official website of EPRC (https://www.eprc.com.hk), EPRC possesses the transaction records from the Land Registry of Hong Kong, covering a wide range of transactions including industrial, commercial, residential assets that have been conducted in Hong Kong since 1991. According to the official website of Midland IC&I

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(https://www.midlandici.com.hk), it is a leading property agent company listed on the main board of the Stock Exchange (stock code: 459), specialising in the agent services in industrial and commercial properties in Hong Kong. As advised by the Valuer, both EPRC and Midland IC&I are widely recognised portals commonly used for valuating properties in Hong Kong, and the information on properties on their respective websites are updated every day in Hong Kong. In light of the foregoing, we are of the view that the sources of information on the Comparables are reliable and the Comparables are fair and reasonable.

As advised by the Valuer, market approach was considered as an appropriate method in assessing the value of the Property given the availability of the market information of the Comparables, which is considered to be the best indicator of the fair value of the Property. The Valuer has also considered other valuation approaches including cost approach and income approach. Considering the Property is not under construction and the difficulties in assessing the future economic benefits of the Property that there would be no direct income generated by the Property itself, the Valuer has considered cost approach and income approach less appropriate for valuing the Property. It is advised by the Valuer that it is a normal market practice to conduct valuation of properties in Hong Kong via market approach. Based on our independent research, it is noted that market approach has been commonly adopted for valuing assets including properties of other listed companies in Hong Kong.

As confirmed by the Valuer, during the course of the valuation of the Property, it has complied with all relevant requirements set out in Chapter 8 of the GEM Listing Rules, the HKIS Valuation Standards (2017 Edition) published by the Hong Kong Institute of Surveyors and the International Valuation Standards published from time to time by the International Valuation Standards Council. During our review of the Valuation Report and discussion with the Valuer, we have not identified any major factors that cause us to doubt the fairness and reasonableness of the principal bases and assumptions adopted in the valuation.

Based on the above, we consider that the bases, assumption and methodologies adopted in arriving at the Appraised Value are fair and reasonable.

In addition, we have reviewed other principal terms of the Formal Agreement including but not limited to the terms of payment and the conditions precedent thereto, details of which are set out sub-section headed ‘‘Conditions precedent of the Formal Agreement’’ in the Letter from the Board, and are not aware of any terms being unusual.

Taking into account the Consideration was set at a level equivalent to the Appraised Value of HK$27.5 million and our analyses mentioned above, we are of the view that the terms of the Formal Agreement including the Consideration are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

5. Possible financial effects of the Acquisition

When assessing the financial impacts of the Acquisition, we have primarily taken into account the following aspects:

Net assets value

According to the Interim Report 2018, net assets of the Group amounted to approximately HK$77.96 million as at 30 June 2018. Given that the Consideration of HK$27.5 million was determined with reference to the Appraised Value in the same amount of HK$27.5 million, it is expected that the Acquisition would not have a material impact on the net assets of the Group immediately upon Completion unless the value of the Property significantly deviated from its Appraised Value as at the Valuation Date.

Liquidity

According to the Interim Report 2018, cash and cash equivalents of the Group as at 30 June 2018 amounted to approximately HK$41.09 million. The gearing ratio as at 30 June 2018, which was calculated on the basis of dividing total borrowings by total equity, was nil, whilst the current ratio of the Group, which is expressed as a ratio of total current assets divided by current liabilities to reflect the adequacy of liquidity financial resources, was approximately 14.52 times as at 30 June 2018. The Consideration of HK$27.5 million is intended to be funded by a portion of the net proceeds from the Share Offer, bank borrowings and internal resources. According to the Letter from the Board, as at the Latest Practicable Date, the Company is in the course of negotiating with a commercial bank on a banking facilities for the purpose not limited to settling any Consideration payable not covered by the net proceeds from the Share Offer at the time of payment in accordance with the Formal Agreement. Despite cash and cash equivalents of the Group are expected to decrease and bank borrowings of the Group is expected to increase, given the nil gearing ratio, the relatively high current ratio and the high base of total equity of the Group as at 30 June 2018, it is expected that the Acquisition itself will not have any material adverse impact on the liquidity of the Group immediately upon Completion.

Earnings

According to the Prospectus, profit for the year ended 31 December 2017 was approximately HK$22.47 million. Despite the potential increase in interest expenses to be arisen from the expected increase in bank borrowings as mentioned above, considering the generally optimistic prospect of the apparel industry in Hong Kong and the potential income to be generated from the Group’s potential customers to be acquired via the presence of the Property, it is expected that earnings of the Group will increase in the long run.

The analyses above are for illustrative purpose only and do not purport to represent how the financial position of the Group will be upon Completion.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Accordingly, despite the potential reduction in cash as well as cash equivalents and the increase in bank borrowings and interest expenses to be arisen therefrom, taking into account that (i) no material impact on the net assets of the Group would be expected; (ii) no material adverse impact on the liquidity of the Group would be expected; and (iii) the potential improvement in earnings of the Group in the long run, we are of the view that the financial impacts of the Acquisition are justifiable for the Company to implement the Acquisition.

RECOMMENDATIONS

Having considered the above principal factors and reasons for the Acquisition, we are of the view that notwithstanding the Acquisition is not conducted in the ordinary and usual course of business of the Group, the terms of the Formal Agreement are on normal commercial terms, fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the relevant resolution(s) to be proposed at the EGM.

Yours faithfully, For and on behalf of Goldin Financial Limited Billy Tang Director

Note: Mr. Billy Tang is a licensed person registered with the SFC and a responsible officer of Goldin Financial Limited to carry out type 6 (advising on corporate finance) regulated activity under the SFO. He has over 10 years of experience in the corporate finance profession.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

1. FINANCIAL INFORMATION OF THE GROUP

The audited consolidated financial statements of the Group for each of the three financial years ended 31 December 2015, 2016 and 2017 and the unaudited financial information for the six months ended 30 June 2018, are disclosed in the following documents which have been published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.vision-holdings.com.hk):

• . Accountants’ report for the years ended 31 December 2015, 2016 and 2017 included in the prospectus dated 23 April 2018 issued by the Company in connection with the Share Offer (pages I-1 to I-43); and

• . Interim report of the Company for the six months ended 30 June 2018 published on 14 August 2018 (pages 4 to 19).

2. STATEMENT OF INDEBTEDNESS

As at the close of business on 31 July 2018, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, apart from intragroup balances, the Group did not have any outstanding borrowings, mortgages, charges, debentures, debt securities or loan capital, issued or outstanding, or authorised or otherwise created but unissued bank overdraft loans, or other similar indebtedness, liabilities under acceptance, acceptance credits, hire purchase commitments, material contingent liabilities or guarantees.

3. WORKING CAPITAL SUFFICIENCY

The Directors are of the opinion that, after due and careful enquiry and taking into account the financial resources available to the Group, including internally generated funds, the Group has sufficient working capital to satisfy the present requirements for its current operation and planned expansion, for at least the next 12 months from the date of this circular.

4. MATERIAL ADVERSE CHANGE

As disclosed in the interim report of the Group for the six months ended 30 June 2018, which have been prepared in accordance with the Hong Kong Accounting Standards, the Group recorded a loss attributable to owners of the Group for the six months ended 30 June 2018 of HK$5.1 million, while the Group recorded a profit attributable to owners of the Group of HK$13.0 million for the six months ended 30 June 2017. Such decrease was due to the drop in the financial guarantee incomes of HK$11.8 million and the increase in the listing expenses of HK$3.9 million.

Save for the above, there was no material adverse change in the financial or trading position of the Group since 31 December 2017, being the date to which the latest published audited consolidated financial statement of the Company was made up.

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FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

5. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

The Group is an apparel SCM services provider based in Hong Kong delivering one-stop solution to customers in Europe, predominantly Germany. The Group has developed a vertically integrated business model and its services range across market trend analysis, product design and development, sourcing of suppliers, production management, logistics services and quality control.

There is no change in the Group’s principal activities since 31 December 2017, being the date on which the latest published audited consolidated financial statements of the Group were made up, and there is not expected to be any change to the Group’s principal business as a result of completion of the Acquisition.

The management of the Company is confident that the Group can succeed and enhance the shareholders’ value, based on the years of experience of the senior management of the Company in apparel SCM market. Going forward, the Group’s objective is to become a key market player in the Hong Kong apparel SCM industry, with an aim to optimise the returns to the Group’s shareholders. The Group will continue to strengthen its key market player position in the apparel SCM industry in Hong Kong and enhance the overall competitiveness and market share. The Group will continue to grow its business by solidifying its relationship with existing customers and exploring new customers, increase the Group’s geographic footprint to new apparel retail markets, use the Property to set up a new showroom to showcase its product offerings, strengthen its design and development capabilities to develop new design collections, and enhance its quality control process.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

A. UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

INTRODUCTION

The following is an illustrative unaudited pro forma statement of assets and liabilities (the ‘‘Unaudited Pro Forma Financial Information’’) of Vision International Holdings Limited (the ‘‘Company’’) and its subsidiaries (collectively referred to as the ‘‘Group’’) as at 30 June 2018 in connection with the proposed acquisition of a property comprising workshops 1–3 and 5–7 on 3rd Floor of China United Plaza, No.1008 Tai Nan West Street, Kowloon (the ‘‘Property’’) (the ‘‘Acquisition’’). The Unaudited Pro Forma Financial Information presented below is prepared to illustrate effects of the Acquisition on the financial position of the Group as if the Acquisition had been completed on 30 June 2018.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated statement of financial position of the Group as at 30 June 2018 extracted from the Group’s unaudited condensed consolidated financial statements for the six months ended 30 June 2018 included in the published interim report for the six months ended 30 June 2018, after making pro forma adjustments relating to the Acquisition that are directly attributable to the Acquisition and not relating to future events or decisions; and factually supportable.

The Unaudited Pro Forma Financial Information has been prepared by the directors of the Company in accordance with paragraph 7.31(7) of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited, for illustrative purpose only and is based on a number of assumptions, estimates, uncertainties and currently available information. Accordingly, the Unaudited Pro Forma Financial Information does not purport to describe the actual financial position of the Group that would have been attained had the Acquisition been completed on 30 June 2018 nor purport to predict the Group’s future financial position.

The Unaudited Pro Forma Financial Information should be read in conjunction with the historical financial information of the Group as set out in the published interim report of the Group for the six months ended 30 June 2018, and other financial information included elsewhere in the circular.

– II-1 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Non-current assets Intangible assets — Trademark Deposits Property, plant and equipment Current assets Goods in transit Trade receivables Other receivables, deposits and prepayments Amount due from controlling shareholder Tax recoverable Bank balances and cash Current liabilities Trade payables Other payables and accrued charges NET CURRENT ASSETS TOTAL ASSETS LESS CURRENT LIABILITIES Non-current liabilities Deferred tax liabilities NET ASSETS	Statement of assets and liabilities of the Group as at 30 June 2018 (Unaudited) HK$’000 (Note 1) 9,083 96 446 9,625 1,718 9,920 19,275 2 1,830 41,089 73,834 20 5,065 5,085 68,749 78,374 416 77,958	Pro forma adjustments for the Acquisition HK$’000 (Note 2) 29,873 (18,873) (11,000)	Pro forma statement of assets and liabilities of the Group after the Acquisition (Unaudited) HK$’000 9,083 96 30,319
			39,498 1,718 9,920 19,275 2 1,830 22,216
			54,961 20 16,065
			16,085 38,876
			78,374
			416
			77,958

– II-2 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

NOTES TO THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

1. The amounts are extracted from unaudited condensed consolidated statement of financial position of the Group as at 30 June 2018 as set out in the published interim report of the Group for the six months ended 30 June 2018.

2. The adjustments are to reflect the Acquisition which included (i) the cash consideration of HK$27,500,000 and (ii) other directly attributable costs of the Acquisition of approximately HK$2,373,000, comprising stamp duty of approximately HK$2,338,000 and legal fee of HK$35,000. In August 2018, the Group is arranging a bank loan of HK$11,000,000 specially for the Acquisition. The Property is classified as property, plant and equipment as the Group intends to use the Property as self-owned showroom after the completion of the Acquisition and there is no concrete plan of leasing out part of the Property to other parties. The property, plant and equipment is initially measured at cost (inclusive of transaction costs) and subsequently stated at cost less accumulated depreciation and accumulated impairment losses, if any.

3. No other adjustments have been made to the Unaudited Pro Forma Financial Information of the Group to reflect any trading results or other transactions of the Group subsequent to 30 June 2018 where applicable. The adjustments disclosed in the above notes in respect of the Unaudited Pro Forma Financial Information of the Group are not expected to have a continuing effect on the Group.

– II-3 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

The following is the text of a report prepared for the purpose of incorporation in this circular in respect of the unaudited pro forma financial information of the Group, received from the independent reporting accountants, Deloitte Touche Tohmatsu, Certified Public Accountants, Hong Kong as at 21 September 2018.

B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION

To the Directors of Vision International Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Vision International Holdings Limited (the ‘‘Company’’) and its subsidiaries (hereinafter collectively referred to as the ‘‘Group’’) by the directors of the Company (the ‘‘Directors’’) for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma statement of assets and liabilities as at 30 June 2018 and related notes as set out on pages II-1 to II-3 of the circular issued by the Company dated 21 September 2018 (the ‘‘Circular’’). The applicable criteria on the basis of which the Directors have compiled the unaudited pro forma financial information are described on page II-1 of the Circular.

The unaudited pro forma financial information has been compiled by the Directors to illustrate the impact of the proposed acquisition of a property comprising workshops 1–3 and 5–7 on 3rd Floor of China United Plaza, No.1008 Tai Nan West Street, Kowloon (the ‘‘Acquisition’’) on the Group’s financial position as at 30 June 2018 as if the Acquisition had taken place at 30 June 2018. As part of this process, information about the Group’s financial position has been extracted by the Directors from the Group’s financial statements for the six months ended 30 June 2018, on which no auditor’s report or review reports has been published.

Directors’ Responsibilities for the Unaudited Pro Forma Financial Information

The Directors are responsible for compiling the unaudited pro forma financial information in accordance with paragraph 7.31 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’) and with reference to Accounting Guideline 7 ‘‘Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars’’ (‘‘AG 7’’) issued by the Hong Kong Institute of Certified Public Accountants (the ‘‘HKICPA’’).

– II-4 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the ‘‘Code of Ethics for Professional Accountants’’ issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behavior.

Our firm applies Hong Kong Standard on Quality Control 1 ‘‘Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements’’ issued by the HKICPA and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants’ Responsibilities

Our responsibility is to express an opinion, as required by paragraph 7.31(7) of the GEM Listing Rules, on the unaudited pro forma financial information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the unaudited pro forma financial information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ‘‘Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus’’ issued by the HKICPA. This standard requires that the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the Directors have compiled the unaudited pro forma financial information in accordance with paragraph 7.31 of the GEM Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the unaudited pro forma financial information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the unaudited pro forma financial information.

The purpose of unaudited pro forma financial information included in an investment circular is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 June 2018 would have been as presented.

A reasonable assurance engagement to report on whether the unaudited pro forma financial information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the Directors

– II-5 –

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

APPENDIX II

in the compilation of the unaudited pro forma financial information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• . the related pro forma adjustments give appropriate effect to those criteria; and

• . the unaudited pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants’ judgment, having regard to the reporting accountants’ understanding of the nature of the Group, the event or transaction in respect of which the unaudited pro forma financial information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the unaudited pro forma financial information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the unaudited pro forma financial information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 7.31(1) of the GEM Listing Rules.

Deloitte Touche Tohmatsu Certified Public Accountants

Hong Kong 21 September 2018

– II-6 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from AVISTA Valuation Advisory Limited, an independent valuer, in connection with its valuation of the property interests as at 20 August 2018.

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23rd Floor, Siu On Centre, No. 188 Lockhart Road, Wan Chai, Hong Kong

: (852) 3702 7338 : (852) 3914 6388

21 September 2018

The Board of Directors

Vision International Holdings Limited

No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong

Dear Sirs/Madams,

INSTRUCTIONS

In accordance with the instructions of Vision International Holdings Limited and its subsidiaries (hereinafter together referred to as the ‘‘Group’’) for us to carry out the valuation of the property interest of Workshop Nos. 1–3 and 5–7 on 3rd floor of China United Plaza, No. 1008 Tai Nan West Street, Kowloon, Hong Kong (the ‘‘Property’’), we confirm that we have carried out inspections, made relevant enquiries and searches and obtained such further information as we consider necessary for the purpose of providing you with our opinion of the market value of the Property as at 20 August 2018 (the ‘‘Valuation Date’’).

PREMISES OF VALUE

The valuation is our opinion of market value which is defined by the Hong Kong Institute of Surveyors as ‘‘the estimated amount for which an asset or liability exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently, and without ’’ compulsion .

– III-1 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

BASIS OF VALUATION

In valuing the property interests, we have complied with all the requirements set out in Chapter 8 of the Rules Governing the Listing of Securities on GEM issued by The Stock Exchange of Hong Kong Limited (‘‘GEM Listing Rules’’), the HKIS Valuation Standards (2017 Edition) published by the Hong Kong Institute of Surveyors and the International Valuation Standards published from time to time by the International Valuation Standards Council.

Our valuation exclude an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangement, special considerations or concessions granted by anyone associated with the sale, or any element of special value or costs of sale and purchase or offset for any associated taxes.

VALUATION METHODOLOGY

In the course of our valuation, unless otherwise stated, we have valued the property in their designated uses with the understanding that the property will be used as such (hereafter referred to as ‘‘continued uses’’).

In valuing the property interest, we have valued by market approach by making reference to comparable market transactions in our assessment of the property interest. This approach rests on the wide acceptance of the market transactions as the best indicator and pre-supposes that evidence of relevant transactions in the market place can be extrapolated to similar properties, subject to allowances for variable factors.

TITLE INVESTIGATION

In preparing our valuation, we have carried out land searches at the Land Registry of Hong Kong. However, we have not searched the original documents to verify ownership or to ascertain the existence of any amendment which does not appear on the copies handed to us. We are not aware of any title defects, easements or right of way affecting the property and our valuation assume that none exists, except only where otherwise stated.

SITE INVESTIGATION

We have inspected the exterior and, where possible, the accessible portions of the interior of the Property. The inspection was carried out by Sarah Lee (Manager of AVISTA Valuation Advisory Limited), at the date of 6 August 2018. However, we have not been commissioned to carry out structural survey nor to arrange for an inspection of the services. We are, therefore, not able to report whether the property is free of rot, infestation or any other structural defects. We formulate our view as to the overall conditions of the property taking into account the general appearance, the apparent standard and age of fixtures and fittings and the existence of utility services. Hence it must be stressed that we have had regard to you with a view as to whether the buildings are free from defects or as to the possibility of latent defects which might affect our valuation. In the course of our inspection, we did not note any serious defects. No tests were carried out on any of the services. We have assumed that utility services, such as electricity, telephone, water, etc., are available and free from defect.

– III-2 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

We have not arranged for any investigation to be carried out to determine whether or not high alumina cement concrete or calcium chloride additive or pulverized fly ash, or any other deleterious material has been used in the construction of the property. We are therefore unable to report that the property is free from risk in this respect. For the purpose of this valuation, we have assumed that deleterious material has not been used in the construction of the property.

We have not been commissioned to carry out detailed site measurements to verify the correctness of the land or building areas in respect of the property but have assumed that the areas provided to us are correct. Based on our experience of valuation of similar property, we consider the assumptions so made to be reasonable.

Moreover, we have not carried out any site investigation to determine the suitability of the ground conditions or the services for any property development erected or to be erected thereon. Nor did we undertake archaeological, ecological or environmental surveys for the property interests. Our valuation is prepared on the assumption that these aspects are satisfactory and that no extraordinary expenses or delays will be incurred during the construction period. Should it be discovered that contamination, subsidence or other latent defects exists in the property or on adjoining or neighbouring land or that the property had been or are being put to contaminated use, we reserve right to revise our opinion of value.

SOURCE OF INFORMATION

Unless otherwise stated, we shall rely to a considerable extent on the information provided to us by the Group or the legal or other professional advisers on such matters as statutory notices, planning approval, zoning, easements, tenure, completion date of building, development proposal, identification of property, particulars of occupation, site areas, floor areas, matters relating to tenure, tenancies and all other relevant matters. Dimensions, measurements and areas included in the valuation certificate are based on information contained in the documents provided to us and are therefore approximations and for reference only. We have not searched original plans, developer brochures and the like to verify them.

We have had no reason to doubt the truth and accuracy of the information provided to us by the Group. We have also sought confirmation from the Group that no material factors have been omitted from the information supplied. We consider that we have been provided with sufficient information to reach an informed view and we have no reason to suspect that any material information has been withheld.

– III-3 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

VALUATION ASSUMPTIONS

For the property which is held under long term land use rights, we have assumed that transferable land use rights in respect of the property interests at nominal land use fees has been granted and that any premium payable has already been fully settled. Unless stated as otherwise, we have assumed that the respective title owner of the property has an enforceable title of the property interests and have free and uninterrupted rights to occupy, use, sell, lease, charge, mortgage or otherwise dispose of the property without the need of seeking further approval from and paying additional premium to the Government for the unexpired land use term as granted. Unless noted in the report, vacant possession is assumed for the property concerned.

Moreover, we have assumed that the design and construction of the property is/will be in compliance with the local planning regulations and requirements and had been/would have been duly examined and approved by the relevant authorities.

Continued uses assumes the property will be used for the purposes for which the property is designed and built, or to which they are currently adapted. The valuation on the property in continued uses does not represent the amount that might be realised from piecemeal disposition of the property in the open market.

No environmental impact study has been ordered or made. Full compliance with applicable national, provincial and local environmental regulations and laws is assumed. Moreover, it is assumed that all required licences, consents or other legislative or administrative authority from any local, provincial or national government or private entity or organisation either have been or can be obtained or renewed for any use which the report covers.

It is also assumed that all applicable zoning and use regulations and restrictions have been complied with unless nonconformity has been stated, defined and considered in the valuation report. In addition, it is assumed that the utilisation of the land and improvements are within the boundaries of the property described and that no encroachment or trespass exists, unless noted in the report.

No allowance has been made in our report for any charges, mortgages or amounts owing on any of the property interests valued nor for any expenses or taxation which may be incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.

We have further assumed that the property was not transferred or involved in any contentious or non-contentious dispute as at the valuation date. We have also assumed that there was not any material change of the property in between dates of our inspection and the valuation date.

– III-4 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

CURRENCY

Unless otherwise stated, all amounts are denominated in Hong Kong Dollar (HKD). We enclose herewith our valuation certificate.

Yours faithfully, For and on behalf of AVISTA Valuation Advisory Limited Sr Oswald W Y Au MHKIS(GP) AAPI MSc(RE)

Registered Professional Surveyor (GP) Director

Note: Mr. Oswald W Y Au holds a Master’s Degree of Science in Real Estate from the University of Hong Kong. He is also a member of Hong Kong Institute of Surveyors (General Practice) and Associate Member of Australian Property Institute. In addition, he is a Registered Professional Surveyor (General Practice) registered with Surveyors Registration Board. He has over 10 years of property valuation experience in Hong Kong, the PRC, the U.S., Canada, East and Southeast Asia including Singapore, Japan and Korea.

– III-5 –

VALUATION REPORT OF THE PROPERTY

APPENDIX III

VALUATION CERTIFICATE

Property interest contracted to be acquired by the Group in Hong Kong

Market value in existing state Particulars of as at Property Description and tenure occupancy 20 August 2018 HKD Workshop Nos. 1–3 The Property comprises workshop units The Property is 27,500,000 and 5–7 on 3rd floor of 1–3 and 5–7 on the 3rd floor of a 27currently occupied by China United Plaza, storey industrial building completed in the occupier for No. 1008 Tai Nan West about 1996. workshop, storage and Street, Kowloon, ancillary office Hong Kong The Property has a gross floor area of purposes. approximately 4,089 sq.ft. (379.88 243/5262th shares of sq.m.), a saleable area of approximately Sub-Section 1–4 of 2,988 sq.ft. (277.59 sq.m.). Section A of Sub-Section 4 of The subject lot is held under conditions Section B of of sale No. 4268 for a term of 75 years New Kowloon Inland renewable for 24 years commencing Lot No. 3516 from 1 July 1898 and statutorily (the ‘‘Lots’’) renewed until 30 June 2047 at nil premium but subject to a payment of an annual Government rent of 3% of the rateable value for the time being of the lot.

Notes:

1. According to Provisional Sales and Purchase Agreement dated 20 August 2018 entered into between Wisewing International Limited (the Vendor) and Vision Garments Limited (the Purchaser), the consideration for the property is HKD27,500,000.

2. The registered owner of the property is Wisewing International Limited, registered via Memorial No. UB6854377 dated 18 December 1996 for a consideration of HKD17,224,140.

3. The property lies within an area zoned ‘‘Other Specified Uses (Business)’’ under Cheung Sha Wan Outline Zoning Plan No. S/K5/37.

4. The property is subject to a mortgage in favour of the Hongkong and Shanghai Banking Corporation Limited registered via Memorial No. UB7936014 dated 16 December 1999 to secure general banking facilities.

5. In our valuation, we have made reference to the transaction records of some industrial properties comparable to the property. We have adopted the range of unit rates of between HKD6,500–7,500 per sq.ft. of the gross floor area. The unit rates assumed by us are consistent with the said transaction record. Due adjustments to the unit rates of those transaction record have been made to reflect factors including but not limited to time, floor and size in arriving at the key assumptions.

– III-6 –

GENERAL INFORMATION

APPENDIX IV

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

2. DISCLOSURE OF INTEREST

• (i) Interest and/or short positions of the Directors and chief executives in the shares, underlying shares and debenture of the Company and any of its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors or chief executive of the Company in the shares, underlying Shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which will have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they are taken or deemed to have under such provisions of the SFO) or which will be required pursuant to section 352 of the SFO to be entered in the register referred to therein, or which will be required to notify to the Company and the Stock Exchange pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules, will be as follows:

(a) Long position in the Shares

			Percentage of
Name of	Nature of interest	Number of	issued share
Director	and capacity	Shares held	capital
		(Note 1)
Mr. Ko	Interest in a controlled	750,000,000 (L)	75%
	corporation (Note 2)

Notes:

1. The letter ‘‘L’’ denotes to the long position in the Shares.

2. The Shares are registered in the name of Metro Vanguard Limited, the issued share capital of which is wholly owned by Mr. Ko. Accordingly, Mr. Ko is deemed to be interested in all the Shares held by Metro Vanguard Limited for the purpose of Part XV of the SFO.

– IV-1 –

GENERAL INFORMATION

APPENDIX IV

• (b) Long position in the shares of associated corporation

	Name of	Capacity/	Number and	Percentage
Name of	associated	nature of	class of	of issued
Director	corporation	interest	securities	share capital
Mr. Ko	Metro Vanguard	Beneficial	100 ordinary	100%
	Limited	owner	shares

• (ii) Interests and/or short positions of substantial shareholders in the shares, and underlying shares of the Company and any other members of the Group

So far as known to the Directors, as at the Latest Practicable Date, the following persons (not being a Director or chief executive of the Company) will have an interest or a short position in the Shares or underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who will be, directly or indirectly, interested in 10% or more of any class of share capital carrying voting rights of the Company or any other members of the Group:

Long Position in the Company’s Shares

			Percentage of
	Nature of interest	Number of	issued share
Name	and capacity	Shares held	capital
		(Note 1)
Metro Vanguard Limited	Beneficial owner	750,000,000 (L)	75%
Ms. Chan Sau Fung	Interest of spouse	750,000,000 (L)	75%
	(Note 2)

Notes:

1. The letter ‘‘L’’ denotes to the long position in the Shares.

2. Ms. Chan Sau Fung is the spouse of Mr. Ko. By virtue of the SFO, she is deemed to be interested in all Shares in which Mr. Ko is interested.

3. DIRECTORS’ SERVICE CONTRACTS

Each of the executive Directors, has entered into a service agreement with the Company on 16 April 2018 for an initial term of three years commencing from the Listing Date, and will continue thereafter until terminated by not less than one month’s notice in writing served by either party on the other party.

Each of the independent non-executive Directors has entered into a letter of appointment with the Company on 16 April 2018 for an initial term of three years commencing from the Listing Date subject to termination by either party, giving at least three months’ notice in writing.

– IV-2 –

GENERAL INFORMATION

APPENDIX IV

As at the Latest Practicable Date, other than as disclosed above, none of the Directors has any existing or proposed service contract with any member of the Group which is not expiring nor terminable by the Group within one year without payment of compensation (other than statutory compensation).

4. DIRECTORS’ INTEREST IN ASSETS AND CONTRACTS

As at the Latest Practicable Date, save as disclosed in this circular, none of the Directors had any interest, direct or indirect, in any assets which have been, since 31 December 2017 (being the date to which the latest published audited financial statements of the Company were made up), acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

As at the Latest Practicable Date, none of the Directors was materially interested in any subsisting contract or arrangement which is significant in relation to the business of the Group.

5. COMPETING INTEREST

As at the Latest Practicable Date, to the best knowledge and belief of the Directors after having made all reasonable enquiries, none of the Directors, the controlling shareholders and their respective close associates were considered to have any interests in businesses which competed or were likely to compete, either directly or indirectly, with the businesses of the Group that need to be disclosed pursuant to Rule 11.04 of the GEM Listing Rules.

6. LITIGATION

As at the Latest Practicable Date, neither the Company nor any of its subsidiaries was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against the Group.

7. MATERIAL CONTRACTS

The following contracts (not being contracts in the ordinary course of business) have been entered into by the Company or any of its subsidiaries within the two years immediately preceding the date of this circular and are or may be material:

• (i) the instrument of transfer and bought and sold notes dated 15 February 2017 and entered into between Metro Vanguard Limited and the Company, pursuant to which the Company acquired one share of Market Gala Limited from Metro Vanguard Limited at a consideration of 99 shares issued by the Company to Metro Vanguard Limited, credited as fully paid;

• (ii) the trademark purchase and assignment agreement dated 29 July 2017 entered into between Vision Garments Limited and Mr. Salomon Avraham Wolf, pursuant to which Mr. Salomon Avraham Wolf assigned with full title guarantee to Vision Garments Limited the trademarks ‘‘GC Fontana’’ which is registered in classes 18 and 25 in Germany under registration number 30773974 and registered in the

– IV-3 –

GENERAL INFORMATION

APPENDIX IV

European Union in classes 22, 24 and 26 under registration number 008598666 and the trademark ‘‘GC Fontana Cashmere’’ which is registered in classes 18 and 25 in Germany under registration number 30773975 and registered in the European Union in classes 22, 24 and 26 under registration number 008598674 together with all and any rights attached thereto and any goodwill which has been generated from use thereof in Germany and the European Union at the consideration of HK$10 million;

• (iii) the deed of indemnity dated on 16 April 2018 and executed by the controlling shareholders as indemnifiers in favour of the Company (for the Company and as trustee for its present subsidiaries) in respect of, among others, certain indemnities;

• (iv) the deed of non-competition dated 16 April 2018 and executed by the controlling Shareholders as covenantors in favour of the Company (for the Company and as trustee of the members of the Group);

• (v) a conditional underwriting agreement dated 26 April 2018 in respect of the conditional placing of the 225,000,000 shares entered into between, among others, the Company, the controlling shareholders, the executive Directors, Giraffe Capital Limited, Future Land Resources Securities Limited and Kingsway Financial Services Group Limited;

• (vi) a conditional underwriting agreement dated 20 April 2018 in respect of the offer to members of the public in Hong Kong for subscription of the 25,000,000 shares entered into between, among others, the Company, the controlling shareholders, the executive Directors, Giraffe Capital Limited, Future Land Resources Securities Limited and Kingsway Financial Services Group Limited; and

• (vii) the Formal Agreement.

8. QUALIFICATION AND CONSENT OF EXPERTS

The following are the qualifications of the experts who have given an opinion or advice to the contents of this circular:

Name Qualifications AVISTA Valuation Advisory Limited Property valuer Deloitte Touche Tohmatsu Certified public accountants Goldin Financial Limited a corporation licensed to carry out type 6 (advising on corporate finance) regulated activities as defined under the SFO

Each of the above experts has given and has not withdrawn its written consent to the issuer of this circular with the inclusion of its letters, reports and/or opinion, as the case may be, and references to its name in the form and context in which they respectively appear.

– IV-4 –

GENERAL INFORMATION

APPENDIX IV

As the Latest Practicable Date, each of the above experts did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As the Latest Practicable Date, each of the above experts did not have, directly or indirectly, any interest in any assets which had since 31 December 2017 (being the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any members of the Group.

9. MISCELLANEOUS

• (i) The company secretary of the Company is Ms. Ngai Kit Fong. She is a Fellow of both the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators in the United Kingdom.

• (ii) The registered office of the Company is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.

• (iii) The headquarters and principal place of business in Hong Kong of the Company is located at No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong.

• (iv) The Hong Kong Share Registrar of the Company is Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• (v) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

10. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours (i.e. from 9:30 a.m. to 5:00 p.m. on Monday to Friday except public holidays) at No. 4, 7/F, Saxon Tower, 7 Cheung Shun Street, Lai Chi Kok, Kowloon, Hong Kong from the date of this circular up to and including the date of the EGM:

• (a) the memorandum and articles of association of the Company;

• (b) the letter from the Independent Board Committee dated 21 September 2018, the text of which is set out on pages 13 to 14 of this circular;

• (c) the letter from Independent Financial Adviser dated 21 September 2018, the text of which is set out on pages 15 to 26 of this circular;

• (d) the valuation report of the Property issued by the Valuer as set out in Appendix II to this circular;

– IV-5 –

GENERAL INFORMATION

APPENDIX IV

• (e) the material contracts referred to in the paragraph headed ‘‘Material contracts’’ in this appendix;

• (f) the service contracts and letters of appointment as referred to in the paragraph headed ‘‘Directors’ service contracts’’ in this appendix;

• (g) the written consents of the experts referred to in the paragraph headed ‘‘Qualification and Consent of Experts’’ in this appendix;

• (h) the audited consolidated financial statements of the Group for each of the three years ended 31 December 2017;

• (i) the report by Deloitte Touche Tohmatsu on the unaudited pro forma financial information of the Group dated 21 September 2018, the text of which is set out on pages II-4 to II-6 of this circular; and

• (j) this circular.

– IV-6 –

NOTICE OF THE EGM

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 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

– EGM-1 –

NOTICE OF THE EGM

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Head office and principal place of business in Hong Kong: No. 4, 7/F, Saxon Tower 7 Cheung Shun Street 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.

– EGM-2 –