Ficus Technology Holdings Limited — Proxy Solicitation & Information Statement 2020

Jul 16, 2020

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 licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

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) PROPOSED SHARE CONSOLIDATION

AND

(2) NOTICE OF EGM

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Vision International Holdings Limited (the ‘‘Company’’) to be held at 3/F, China United Plaza, 1002–1008 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong on Monday, 3 August 2020 at 10:00 a.m. (Hong Kong time) is set out on pages 11 to 12 of this circular.

A form of proxy (the ‘‘Proxy Form’’) 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 and return the enclosed form of proxy in accordance with the instructions printed thereon to office of the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 10:00 a.m. on Saturday, 1 August 2020 or any adjournment thereof (as the case may be). Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

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

16 July 2020

CHARACTERISTICS OF THE GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED

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 and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

• ‘‘Board’’

the board of Directors;

• ‘‘Business Day(s)’’

• a day on which banks are open for business in Hong Kong (excluding Saturdays and Sundays or public holidays);

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC;

• ‘‘Company’’

• Vision International Holdings Limited (威誠國際控股有限 公司), a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the GEM;

• ‘‘Consolidated Share(s)’’ Share(s) of HK$0.1 each in the issued share capital of the Company immediately following the Share Consolidation;

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

• ‘‘EGM’’ the extraordinary general meeting of the Company to be convened for the purpose of considering and, if thought fit, approving the Share Consolidation;

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

• ‘‘GEM’’ GEM operated by the Stock Exchange;

• ‘‘GEM Listing Committee’’ the GEM listing sub-committee of the board of the Stock Exchange;

• ‘‘GEM Listing Rules’’ the Rules Governing the Listing of Securities on the GEM of the Stock Exchange;

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong;

• ‘‘HKSCC’’ Hong Kong Securities Clearing Company Limited;

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

• ‘‘Latest Practicable Date’’

• 13 July 2020, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein;

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DEFINITIONS

‘‘Registrar’’

Computershare Hong Kong Investor Services Limited, the address of which is at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong;

• ‘‘Share(s)’’ the Existing Share(s) or the Consolidated Share(s), as the case may be;

• ‘‘Share Consolidation’’ the consolidation of every ten (10) issued and unissued Shares of par value of HK$0.01 each into one (1) Consolidated Share;

• ‘‘Shareholder(s)’’ the holder(s) of the issued Share(s) and/or the Consolidation Share(s), as the case may be;

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

• ‘‘%’’ per cent.

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EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

The expected timetable for the implementation of the proposed Share Consolidation is set out below. The expected timetable is subject to the satisfaction of all the conditions of the Share Consolidation and is therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event Date and time

Latest date and time for lodging transfer documents in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 July 2020, 4:30 p.m. Closure of register of members for the entitlement to attend and vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 29 July 2020 to Monday, 3 August 2020 (both days inclusive) Latest date and time for lodging forms of proxy for the EGM (not less than 48 hours prior to time of the EGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . Saturday, 1 August 2020, 10:00 a.m. Date and time of the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August 2020, 10:00 a.m. Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 3 August 2020 Effective date of the Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 August 2020 First day for free exchange of existing share certificates for new share certificates for Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 August 2020 Commencement of dealings in the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 August 2020, 9:00 a.m. Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . Wednesday, 5 August 2020, 9:00 a.m. Temporary counter for trading in Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of existing share certificates) opens . . . . . Wednesday, 5 August 2020, 9:00 a.m. Original counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares (in the form of new share certificates) re-opens . . . . . Wednesday, 19 August 2020, 9:00 a.m.

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EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

Event Date and time

Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares . . . . . . . . Wednesday, 19 August 2020, 9:00 a.m.

Parallel trading in Consolidated Shares (in the form of new and existing share certificates) begins. . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 19 August 2020, 9:00 a.m.

Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of Consolidated Shares . . . . . . . . . Tuesday, 8 September 2020, 4:10 p.m.

Temporary counter for trading in board lots of 1,000 Consolidated Shares (in the form

of existing share certificates) closes . . . . . . . . . . . . . . . . . Tuesday, 8 September 2020, 4:10 p.m.

Parallel trading in Consolidated Shares

(in the form of new and

existing certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 September 2020, 4:10 p.m.

Last day for free exchange of existing certificates

for new certificates for Consolidated Shares . . . . . . . Thursday, 10 September 2020, 4:30 p.m.

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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: 3/F, China United Plaza 1002–1008 Tai Nan West Street Cheung Sha Wan Kowloon Hong Kong

16 July 2020

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION AND

(2) NOTICE OF EGM

1. INTRODUCTION

Reference is made to the announcement of the Company dated 8 July 2020 in relation to the proposed Share Consolidation.

The purpose of this circular is to (i) provide Shareholders with details of the Share Consolidation; and (ii) give the Shareholders notice of the EGM to consider and, if thought fit, to approve the Share Consolidation.

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LETTER FROM THE BOARD

2. PROPOSED SHARE CONSOLIDATION

As disclosed in the announcement of the Company dated 8 July 2020, the Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.1 each. The Shares are currently traded on the GEM in board lots of 10,000 Shares. Upon the Share Consolidation becoming effective, the Consolidated Shares will continue to be traded in board lots of 10,000 Consolidated Shares.

Effects of the Proposed Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of par value of HK$0.01 each, of which 1,000,000,000 Shares have been issued. Assuming that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the EGM, immediately after the Share Consolidation, the authorised share capital of the Company shall become HK$100,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.1 each, of which 100,000,000 Consolidated Shares will be in issue.

The Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled and the necessary professional expenses for the implementation of the Share Consolidation.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

Conditions and expected effective date of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being satisfied:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the GEM Listing Committee granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

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LETTER FROM THE BOARD

• (iii) the compliance with the relevant procedures and requirements under the applicable laws of the Cayman Islands (where applicable) and the GEM Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the above conditions, it is expected that the Share Consolidation will become effective on Wednesday, 5 August 2020, which is the second Business Day immediately following the date of the EGM.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Application for the listing of the Consolidated Shares

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Board lots

The existing board lot of 10,000 Shares will remain unchanged upon the Share Consolidation becoming effective. The value of the current board lot, based on the closing price of HK$0.057 per Existing Share as at the Latest Practicable Date, was HK$570. Upon the Share Consolidation becoming effective, the expected value of each board lot of 10,000 Consolidated Shares, based solely on the closing price of HK$0.057 per Existing Share as at the Latest Practicable Date (equivalent to the theoretical closing price of HK$0.57 per Consolidated Share as at the Latest Practicable Date), is expected to be HK$5,700.

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LETTER FROM THE BOARD

Arrangement on odd lot trading and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed GF Securities (Hong Kong) Brokerage Limited to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Robinson Chen of GF Securities (Hong Kong) Brokerage Limited at 29–30/F, Li Po Chun Chambers, 189 Des Voeux Road Central, Hong Kong or at telephone number +852 3719 1200 from 9:00 a.m. on Wednesday, 19 August 2020 to 4:10 p.m. on Tuesday, 8 September 2020.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lot arrangement, is recommended to consult his/her/its own professional advisers.

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.

Exchange of Share certificates

Subject to the Share Consolidation having become effective, Shareholders may during the specified period submit share certificates for Shares to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in exchange, at the expense of the Company, for new share certificates for the Consolidated Shares. Thereafter, certificates for Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such higher amount as may be allowed by the Stock Exchange from time to time) for each share certificate for Shares cancelled or each new share certificate issued for Consolidated Shares, whichever number of certificates cancelled/issued is higher. The existing share certificates will only be valid for delivery, trading, registration and settlement purposes for the period up to 4:10 p.m. on Tuesday, 8 September 2020, and thereafter will not be accepted for delivery, trading, registration and settlement purposes. However, the existing share certificates will continue to be good evidence of title to the Consolidated Shares on the basis of ten (10) Shares for one (1) Consolidated Share. The new share certificates for the Consolidated Shares will be issued in red colour in order to distinguish them from the share certificates for the existing Shares which are in blue colour.

Reasons for and Benefits of the Share Consolidation

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, the ‘‘Guide on Trading

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LETTER FROM THE BOARD

Arrangements for Selected Types of Corporate Actions’’ issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000.

For the past six months, the share price of the Company has been trading at or below HK$0.10, and the closing price of the Existing Shares on the Latest Practicable Date was HK$0.057. The existing board lot value has been less than HK$2,000. The Directors consider that the proposed Share Consolidation will increase the board lot value of the Existing Shares and would bring about a corresponding upward adjustment in the expected value per board lot. As such, it would enable the Company to comply with the trading requirements under the GEM Listing Rules. Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company as a proportion of the market value of each board lot, since most of the banks/ securities houses will charge a minimum transaction costs for each securities trade. It is believed that the adjusted share price as a result of the Share Consolidation would maintain the trading amount for each board lot at a reasonable level and will enhance the corporate image of the Company so as to make investing in the Shares more attractive to a broader range of institutional and professional investors and thus help to further broaden the shareholder base of the Company. The Directors also believe that the Share Consolidation will provide greater opportunity for and more flexibility in the Company’s possible equity fund raising in the future.

As at the Latest Practicable date, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fundraising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders.

EGM

A notice convening the EGM to be held at 3/F, China United Plaza, 1002–1008 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong on Monday, 3 August 2020 at 10:00 a.m. is set out on pages 11 to 12 of this circular. To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolutions in relation thereto at the

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LETTER FROM THE BOARD

EGM. Pursuant to Rule 17.47(4) of the GEM Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, the resolutions set out in the notice of the EGM will be required to be voted by way of poll.

The proxy form for use at the EGM is enclosed with this circular. Whether or not Shareholders are able to attend the EGM, they are requested to complete the Proxy Form in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings (as the case may be) should they so desire.

CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Wednesday, 29 July 2020 to Monday, 3 August 2020 (both days inclusive), both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 28 July 2020.

RECOMMENDATION

The Board considers the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.

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.

By order of the Board Mr. Ko Sin Yun Chairman and executive Director

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NOTICE OF 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 the Extraordinary General Meeting (the ‘‘EGM’’) of Vision International Holdings Limited (the ‘‘Company’’) will be held at 3/F, China United Plaza, 1002–1008 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong on Monday, 3 August 2020 at 10:00 a.m. (Hong Kong time) to consider and, if thought fit, pass, the following resolutions as ordinary resolutions at the EGM for the following purposes:

ORDINARY RESOLUTIONS

‘‘THAT subject to and conditional upon, among other things, the listing division of The Stock Exchange of Hong Kong Limited granting approval of the listing of, and the permission to deal in, the Consolidated Shares (as defined below):

• (a) with effect from the second business day immediately following the date on which this resolution is passed, every ten (10) issued and unissued ordinary shares of the Company of HK$0.01 each be consolidated into one (1) ordinary share of HK$0.1 each (each a ‘‘Consolidated Share’’), such Consolidated Shares shall rank pari passu in all respects with each other (the ‘‘Share Consolidation’’);

• (b) all fractional entitlements to the issued Consolidated Shares resulting from the Share will be disregarded and will not be issued to the shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company; and

• (c) any one of the Directors be and is hereby authorised generally to do all such acts, deeds and things as they shall, in their absolute discretion, deem appropriate to effect and implement the Share Consolidation.’’

By Order of the Board Mr. Ko Sin Yun

Chairman and executive Director

Hong Kong, 16 July 2020

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NOTICE OF EGM

Notes:

1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. not later than 10:00 a.m. on Saturday, 1 August 2020) or any adjournment thereof.

4. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

5. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares 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 person as present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

6. The register of members of the Company will be closed from Wednesday, 29 July 2020 to Monday, 3 August 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Tuesday, 28 July 2020.

7. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 6:00 a.m. on the date of the EGM, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made.

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