Ficus Technology Holdings Limited — Proxy Solicitation & Information Statement 2023

Apr 14, 2023

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 a stockbroker or other registered dealer in securities, a 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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, for which the directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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.

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)

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Vision International Holdings Limited to be held at 3/F, China United Plaza, 1002–1008 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong on Friday, 19 May 2023 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, 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 Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 17 May 2023) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular will remain on the GEM website at www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the date of posting and on the website of the Company at www.vision-holdings.com.hk.

17 April 2023

CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate small and mid-sized 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
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3. Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .	6
4. Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . .	6
5. Proposed Adoption of the New Memorandum and Articles . . . . . . . . . . . . . . . . . . .	7
6. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix I — Details of the Directors Proposed to be Re-elected
at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix II — Explanatory Statement on the Share Repurchase Mandate . . . . . . . .	12
Appendix III — Proposed Amendments to the Memorandum and Articles . . . . . . . . .	15
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52

– ii –

DEFINITIONS

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

• ‘‘Annual General Meeting’’

• the annual general meeting of the Company to be held at 3/F, China United Plaza, 1002–1008 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong on Friday, 19 May 2023 at 10:00 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 52 to 56 of this circular, or any adjournment thereof

• ‘‘Articles of Association’’

• the amended and restated articles of association of the Company currently in force

• ‘‘Board’’

• the board of Directors

• ‘‘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, the Shares of which are listed on GEM

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

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

• ‘‘GEM Listing Rules’’

• the Rules Governing the Listing of Securities on the GEM as amended by the Stock Exchange from time to time

• ‘‘Group’’ the Company and its subsidiaries

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

• ‘‘Hong Kong’’

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

• ‘‘Issuance Mandate’’

• a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting

• ‘‘Latest Practicable Date’’

• 11 April 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• ‘‘Market Gala’’

• Market Gala Limited, a company incorporated in the British Virgin Islands on 10 March 2010 with limited liability, which is a wholly-owned subsidiary of the Company

– 1 –

DEFINITIONS

• ‘‘Memorandum and Articles’’

• the Memorandum of Association and the Articles of Association of the Company

• ‘‘Memorandum of Association’’

• the amended and restated memorandum of association of the Company currently in force

• ‘‘New Articles of Association’’

• the second amended and restated articles of association proposed to be adopted at the AGM

• ‘‘New Memorandum and Articles’’

• the New Articles of Association and New Memorandum of Association

• ‘‘New Memorandum of the second amended and restated memorandum of Association’’ association proposed to be adopted at the AGM

• ‘‘Metro Vanguard’’

• Metro Vanguard Limited, a company incorporated in the British Virgin Islands on 28 November 2016 with limited liability, which is wholly owned by Mr. Ko Sin Yun

• ‘‘Mr. Ko’’

• Mr. Ko Sin Yun (高銑印), the chairman of the Board, an executive Director and a controlling Shareholder

• ‘‘Mr. Morris Ko’’

• Mr. Ko Man Ho (高文灝), the chief executive officer, an executive Director and the son of Mr. Ko

• ‘‘Repurchase Mandate’’

• a general mandate proposed to be granted to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting

• ‘‘Share(s)’’

• ordinary share(s) of HK$0.1 each in the issued capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• ‘‘Shareholder(s)’’

• holder(s) of Share(s)

• ‘‘Stock Exchange’’

• The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’

The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

– 2 –

DEFINITIONS

‘‘Vision Garments’’

‘‘%’’

Vision Garments Limited (威誠製衣有限公司), a company incorporated in Hong Kong on 17 March 2010 with limited liability, which is an indirect wholly-owned subsidiary of the Company

per cent

– 3 –

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 Ms. Ng Hoi Yung Yo Yo

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 17 April 2023

To the Shareholders

Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS AND

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND

PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 19 May 2023.

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LETTER FROM THE BOARD

2. PROPOSED RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the executive Directors are Mr. Ko, Mr. Morris Ko, Mr. Cheng Ka Wing and Ms. Ng Hoi Yung Yo Yo; and the independent non-executive Directors are, Mr. To King Yan, Adam, Mr. Kwok Chee Kin and Mr. Chan Kim Sun. Pursuant to Article 84 of the Articles of Association, at every annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every director shall be subject to retirement by rotation at an annual general meeting at least once every three years. A retiring Director shall be eligible for re-election. Pursuant to Article 83(3) of the Articles of Association, any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Mr. Morris Ko, Ms. Ng Hoi Yung Yo Yo and Mr. Chan Kim Sun shall retire from office by rotation at the Annual General Meeting, and being eligible, will offer themselves for re-election.

The Nomination Committee held a meeting on 24 March 2023 to review the structure and composition of the Board, assess the independence of all independent non-executive Directors and consider the re-election of the retiring Directors, taking into account the qualifications, skills and experience, time commitment and contribution of the retiring Directors and with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy. Having considered the recommendation of the Nomination Committee, the Board recommends the reelection of the three retiring Directors and considers that Mr. Chan Kim Sun, who was appointed as an independent non-executive Director in 2018 when the Company prepared for the listing of its shares on the Stock Exchange, is still independent in accordance with the independence guidelines set out in Rule 5.09 of the GEM Listing Rules and will continue to bring independent judgment and valuable advice, in particular from the accounting perspective, to the Board for its efficient and effective functioning and diversity.

Pursuant to Rule 17.46A of the GEM Listing Rules, the biographical details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 20 May 2022, ordinary resolutions were passed by the Shareholders to give a general mandate to the Directors to repurchase Shares. Such mandate will lapse at: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting, whichever is the earliest. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 12,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting).

The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.

An explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.

4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 20 May 2022, ordinary resolutions were passed by the Shareholders to give a general mandate to the Directors to issue Shares. Such mandate will lapse at: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting, whichever is the earliest. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 24,000,000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate.

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LETTER FROM THE BOARD

5. PROPOSED ADOPTION OF THE NEW MEMORANDUM AND ARTICLES

Reference is made to the announcement of the Company dated 14 April 2023.

The Board proposes to seek approval from the Shareholders at the Annual General Meeting to (i) amend the Memorandum and Articles in order to bring the Memorandum and Articles in line with the latest legal and regulatory requirements, including the applicable laws of the Cayman Islands and the amendments made to Appendix 3 to the GEM Listing Rules with effect from 1 January 2022; and (ii) adopt the New Memorandum and Articles in substitution for, and to the exclusion of, the Memorandum and Articles. The Board also proposes certain minor house-keeping amendments to the Memorandum and Articles for the purpose of clarifying existing practices and making corresponding consequential amendments in line with the Proposed Amendments, where it is considered desirable. Save for the Proposed Amendments, the other provisions of the Memorandum and Articles will remain unchanged.

Details of the New Memorandum and Articles (with details of the Proposed Amendments, marked-up against the Memorandum and Articles) are set out in Appendix III to this circular. The Chinese translation is for reference only. In case of any discrepancy or inconsistency between the English version and its Chinese translation, the English version shall prevail. The Proposed Amendments and the proposed adoption of the New Memorandum and Articles are subject to the approval of the Shareholders by way of special resolution at the Annual General Meeting. Prior to the passing of the special resolution at the Annual General Meeting, the Memorandum and Articles shall remain valid.

The legal advisers to the Company as to Hong Kong laws have confirmed that the Proposed Amendments conform with the applicable requirements under the GEM Listing Rules .The legal advisers to the Company as to Cayman Islands confirmed that the Proposed Amendments do not violate the applicable laws of the Cayman Islands. The Company confirms that there is nothing unusual about the Proposed Amendments for a Cayman Islands company listed on the Stock Exchange.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 52 to 56 of this circular.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 17.47(5) of the GEM Listing Rules.

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LETTER FROM THE BOARD

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (www.vision-holdings.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company’s branch share registrar in Hong Kong, 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 Annual General Meeting (i.e. no later than 10:00 a.m. on Wednesday, 17 May 2023) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

7. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors and granting of the Repurchase Mandate and Issuance Mandate and the proposed adoption of the New Memorandum and Articles are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of the Board Mr. Ko Sin Yun Chairman and Executive Director

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

(1) Mr. Morris Ko

Mr. Morris Ko (高文灝), aged 33, was appointed as an executive Director and the chief executive officer on 8 July 2017 and 1 January 2017, respectively. He is the son of Mr. Ko, an executive Director and the chairman of the Board of the Company. Mr. Morris Ko is primarily responsible for the overall management and administration of the business operation of the Group. He has been a director of Vision Garments since 15 May 2017.

Mr. Morris Ko joined Vision Garments as merchandiser in August 2010. In April 2014, Mr. Morris Ko’s employment with Vision Garments was transferred to Meridian Industries Limited and he worked for Meridian Industries Limited as merchandiser. In view of the business needs of Vision Garments, Mr. Morris Ko had been designated by Meridian Industries Limited to work for Vision Garments exclusively and had been in charge of our sales and sourcing team from December 2014 until December 2016. Since January 2017, Mr. Morris Ko was again employed by Vision Garments and has acted as the chief executive officer.

Mr. Morris Ko graduated from Tung Wah Group of Hospitals Kap Yan Directors’ College in Hong Kong in May 2007.

Mr. Morris Ko has entered into a service agreement with the Company on 16 April 2018 for an initial term of three years commencing on 4 May 2018 and will continue thereafter unless terminated by not less than one month’s notice in writing served by either party on the other. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Morris Ko is entitled to an annual salary of HK$800,000 and such salary will be reviewed annually by the Board and the remuneration committee of the Company. Mr. Morris Ko may be entitled to a bonus in respect of each financial year of the Company based on his performance in an amount to be determined by the Board in its absolute discretion.

As at the Latest Practicable Date, Mr. Morris Ko was not interested or deemed to be interested in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Morris Ko (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. Morris Ko is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Morris Ko involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(2) Ms. Ng Hoi Yung Yo Yo (‘‘Ms. Ng’’)

Ms. Ng Hoi Yung Yo Yo (吳凱榕), aged 30, was appointed as our Executive Director on 30 January 2023.

Ms. Ng has extensive experience in marketing strategy planning, deployment of social media content management. Prior to joining the Group, Ms. Ng worked as general manager since July 2018 at Innato (HK) Limited, a company principally engaged in the sales of health supplements, beauty and natural skincare products. Her main focus is on marketing and social media content management, global procurement & sourcing, as well as distribution channels development. From February to December 2018, Ms. Ng worked as marketing executive in My Heart Lingerie Limited and was responsible for brand marketing, planning, advertising and direct marketing campaigns.

Ms. Ng graduated from University of the Arts London with a Bachelor of Arts (Honours) degree in interior and spatial design in 2016.

Ms. Ng has entered into a service contract with the Company pursuant to which she was appointed for a term of 3 years as an executive Director. Ms. Ng will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the requirements of the articles of association of the Company. Ms. Ng will be entitled to a Director’s fee of HK$240,000 per annum for acting as an executive Director, which was determined by the Board upon recommendations by the remuneration committee of the Board with reference to her duties and responsibilities with the Company and the prevailing market conditions and practice.

As at the Latest Practicable Date, Ms. Ng was not interested or deemed to be interested in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Ng (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Ms. Ng is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Ms. Ng involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX I

(3) Mr. Chan Kim Sun (‘‘Mr. Chan’’)

Mr. Chan Kim Sun (陳劍燊), aged 41, was appointed as an independent non-executive Director on 16 April 2018. He is primarily responsible for overseeing the management independently and providing independent judgement on the issues of strategy, performance, resources and standard of conduct of the Group.

From October 2004 to March 2010, Mr. Chan joined HLB Hodgson Impey Cheng Limited with his latest position as an audit manager. From August 2011 to September 2014, Mr. Chan served as finance controller and from September 2012 to September 2014 as company secretary of China Infrastructure Investment Limited, the shares of which are listed on the Stock Exchange (stock code: 600). Mr. Chan is currently a non-practising member of the Hong Kong Institute of Certified Public Accountants and is a fellow of the Association of Chartered Certified Accountants. Mr. Chan graduated from The Hong Kong University of Science and Technology with a bachelor’s degree in business administration majoring in accounting and finance in November 2003. Since December 2015, Mr. Chan has been an independent nonexecutive director of Virscend Education Company Limited, the shares of which are listed on the Stock Exchange (stock code: 1565). Since February 2021, Mr. Chan has been an independent non-executive director of Hong Kong Resources Holdings Company Limited, the shares of which are listed on the Stock Exchange (stock code: 2882). Since January 2020, Mr. Chan has been the company secretary of WMCH Global Investment Limited, the shares of which are listed on GEM of the Stock Exchange (stock code: 8208).

Mr. Chan has entered into a letter of appointment with the Company on 16 April 2018 for an initial term of three years commencing on 4 May 2018 and will continue thereafter unless terminated by not less than three months’ notice in writing served by either party on the other. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. Mr. Chan is entitled to an annual salary of HK$120,000. Save for the director’s fee, Mr. Chan is not entitled to any other remuneration. As at the Latest Practicable Date, Mr. Chan was not interested or deemed to be interested in the Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Chan (i) has not held any other positions with any members of the Group; (ii) is not related to any director, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) has not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. Chan is not aware of any other matters that needs to be brought to the attention of the Shareholders nor is Mr. Chan involved in any of the matters required to be disclosed pursuant to any of the requirements under the Rule 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

The following is an explanatory statement required by the GEM Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 120,000,000 Shares.

Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 120,000,000 Shares, the Directors would be authorised under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 120,000,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the best interests of the Company and the Shareholders.

Repurchase of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The Company may only apply funds legally available for share repurchase in accordance with the Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2022) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months prior to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
April 2022	0.230	0.195
May 2022	0.195	0.194
June 2022	0.280	0.190
July 2022	0.280	0.200
August 2022	0.223	0.200
September 2022	0.200	0.163
October 2022	0.212	0.163
November 2022	0.211	0.210
December 2022	0.455	0.176
January 2023	0.700	0.425
February 2023	0.890	0.490
March 2023	0.950	0.660
April 2023 (up to the Latest Practicable Date)	0.980	0.740

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the GEM Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the GEM Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the GEM Listing Rules and the applicable laws of the Cayman Islands.

– 13 –

EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

APPENDIX II

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Metro Vanguard owns 75,000,000 Shares being 62.5% of the issued shares of the Company. As Metro Vanguard is wholly owned by Mr. Ko, he is deemed to be interested in the Shares held by Metro Vanguard within the meaning of Part XV of the SFO.

The exercise of the Repurchase Mandate will not give rise to an obligation of Mr. Ko to make a mandatory offer under the Takeovers Code.

The Directors do not purpose or intend to exercise the Repurchase Mandate to such an extent that will result in the number of Shares in hands of public being reduced to less than 25% of the total issued Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

The following are the changes to the Memorandum and Articles as introduced by the New Memorandum and Articles. Unless otherwise specified, clauses, paragraphs and numbers referred to herein are clauses, paragraphs and numbers of the New Memorandum and Articles:

Memorandum Provisions in the New Memorandum of Association (showing number changes to the Memorandum of Association)

1. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies ~~Law~~ Act (As Revised).

2. The share capital of the Company is HK$100,000,000 divided into 1 ~~0,~~ 000,000,000 ordinary shares of a nominal or par value of HK$0. ~~01~~ each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies ~~LawA~~ ct (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

3. The Company may exercise the power contained in the Companies ~~LawA~~ ct to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

• Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

• The regulations in Table A in the Schedule to the Companies ~~Law~~ Act ( ~~Revised~~ as defined in Article 2) do not apply to the Company.

• 2.(1)

• ‘‘Act’’ the Companies Act, Cap. 22 of the Cayman Islands and any amendments thereto or reenactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor.

• ~~‘‘business day’’ shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Articles be counted as a business day.~~

• ‘‘Company’’ Vision International Holdings Limited 威誠國際控股有限公司

• ‘‘close associate’’ in relation to any Director, shall have the same ~~App~~ Ch. 13.4 ~~(1)~~ 4 meaning as defined in the ~~rules of the Designated Stock Exchange (‘‘~~ Listing Rules ~~’’)~~ as modified from time to time, except that for purposes of Article 100 where the transaction or arrangement to be approved by the Board is a connected transaction referred to in the Listing Rules, it shall have the same meaning as that ascribed to ‘‘associate’’ in the Listing Rules.

• ~~‘‘Law’’ The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands~~

• ‘‘Listing Rules’’ the rules and regulations of the Designated Stock Exchange.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

• ‘‘special a resolution shall be a special resolution when it resolution’’ has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Article 59 ~~;.~~

• ‘‘Statutes’’ the ~~LawA~~ ct and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles.

• ~~‘‘Subsidiary and has the meanings attributed to them in the rules Holding of the Designated Stock Exchange. Company’’~~

• ‘‘substantial a person who is entitled to exercise, or to control shareholder’’ the exercise of, 10% or more (or such other percentage as may be prescribed by the ~~rules of the Designated Stock Exchange~~ Listing Rules from time to time) of the voting power at any general meeting of the Company.

• 2(h) references to a document (including, but without limitation, a resolution in writing) being signed or executed include references to it being signed or executed under hand or under seal or by electronic signature or by any other method and references to a ~~noticeN~~ otice or document include a ~~noticeN~~ otice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

2(i) reference to a meeting shall, where the context is appropriate, include a meeting that has been postponed by the Board pursuant to Article 64;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

2(j) where a Member is a corporation, any reference in these Articles to a Member shall, where the context requires, refer to a duly authorised representative of such Member; and

2(k) Section 8 and Section 19 of the Electronic Transactions ~~Law (2003)~~ Act of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles. 3.(1) The share capital of the Company at the date on which these Articles ~~App. 3 9~~ come into effect shall be divided into shares of a par value of $0. ~~01~~ each. 3.(2) Subject to the ~~LawA~~ ct, the Company’s Memorandum and Articles of Association and, where applicable, the Listing Rules, and/or the rules and regulations of ~~any Designated Stock Exchange and/or a~~ ny competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the ~~LawA~~ ct. The Company is hereby authorised to make payments in respect of the purchase of its shares out of capital or out of any other account or fund which can be authorised for this purpose in accordance with the ~~LawA~~ ct.

3.(3) Subject to compliance with the Listing Rules and the rules and regulations of ~~the Designated Stock Exchange and~~ any other ~~relevantc~~ ompetent regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.

3.(4) The Board may accept the surrender for no consideration of any fully paid share.

• 3.(5) No share shall be issued to bearer.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. The Company may from time to time by ordinary resolution in accordance with the ~~Law~~ Act alter the conditions of its Memorandum of Association to:

2. (c) divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that where the Company issues shares which do not carry voting rights, the words ‘‘non-voting’’ shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words ‘‘restricted voting’’ or ‘‘limited voting’’;

~~App. 3 10(1) 10(2)~~

• (d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the ~~LawA~~ ct), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

• The Company may from time to time by special resolution, subject to any confirmation or consent required by the ~~LawA~~ ct, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

• ~~(1)~~

Subject to the provisions of the ~~LawA~~ ct and the Company’s ~~App. 3 6(1)~~ Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

~~(2)~~ 9.

Subject to the provisions of the ~~Law~~ Act, ~~the rules of any Designated Stock Exchange~~ Listing Rules and the Memorandum and Articles of Association of the Company, and to any special rights conferred on the holders of any shares or attaching to any class of shares, shares may be issued on the terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

~~9.~~

~~Where the Company purchases for redemption a redeemable share, App. 3 8(1) purchases not made through the market or by tender shall be limited to 8(2) a maximum price as may from time to time be determined by the Company in general meeting, either generally or with regard to specific purchases. If purchases are by tender, tenders shall be available to all Members alike.~~

Subject to the ~~LawA~~ ct and without prejudice to Article 8, all or any of App. 3 ~~6(1)~~ the special rights for the time being attached to the shares or any class ~~App. 11B~~ of shares may, unless otherwise provided by the terms of issue of the ~~2(1)~~ 15 shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

• (a) the necessary quorum ( ~~other thani~~ ncluding at an adjourned App. 3 ~~6(2)~~ 15

• meeting) shall be two persons (or in the case of a Member being a corporation, its duly ~~authorizeda~~ uthorised representative) holding or representing by proxy not less than one-third in nominal value of the issued shares of that class ~~and at any adjourned meeting of such holders, two holders present in person or (in the case of a Member being a corporation) its duly authorized representative or by proxy (whatever the number of shares held by them) shall be a quorum~~ ; and

• (b) every holder of shares of the class shall be entitled ~~on a poll~~ to one vote for every such share held by him.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

12.(1)

Subject to the ~~LawA~~ ct, these Articles, any direction that may be given by the Company in general meeting and, where applicable, the ~~rules of any Designated Stock ExchangeL~~ isting Rules and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to their nominal value. Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever.

The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the ~~Law~~ Act. Subject to the ~~LawA~~ ct, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

Subject to the ~~LawA~~ ct and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. The seal of the Company may only be affixed or imprinted to a share certificate with the authority of the Directors, or be executed under the signature of appropriate officials with statutory authority, unless otherwise determined by the Directors. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

~~App. 3 2(1)~~

Share certificates shall be issued within the relevant time limit as prescribed by the ~~LawA~~ ct or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

If a share certificate shall be damaged or defaced or alleged to have ~~App. 3 2(2)~~ been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Designated Stock Exchange may determine to be the maximum fee payable or such lesser sum as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

22.

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

~~App. 3 1(2)~~

~~App. 3 3(1)~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. The Register and branch register of Members maintained in Hong Kong, as the case may be, shall be open to inspection for at least two (2) hours during business hours by Members without charge or by any other person, upon a maximum payment of $ 2.50 or such lesser sum specified by the Board, at the Office or such other place at which the Register is kept in accordance with the ~~LawA~~ ct or, if appropriate, upon a maximum payment of $ 1.00 or such lesser sum specified by the Board at the Registration Office. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in ~~an appointed newspaper or~~ any ~~other n~~ ewspapers circulating generally in Hong Kong in accordance with the requirements of the applicable laws and regulations of Hong Kong ~~any Designated Stock Exchange~~ or by any electronic means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed for inspection at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. The period of thirty (30) days may be extended for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

~~App. 11B 3(2)0~~

1. Subject to the ~~rules of any Designated Stock Exchange~~ Listing Rules, notwithstanding any other provision of these Articles the Company or the Directors may fix any date as the record date for:

2. (a) determining the Members entitled to receive any dividend, distribution, allotment or issue ~~and such record date may be on, or at any time not more than thirty (30) days before or after, any date on which such dividend, distribution, allotment or issue is declared, paid or made~~ ;

3. (b) determining the Members entitled to receive ~~notice~~ Notice of and to vote at any general meeting of the Company.

5. (1) Subject to these Articles, any Member may transfer all or any of ~~App. 3 1(4)~~ his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. (2) Notwithstanding the provisions of subparagraph (1) above, for so long as any shares are listed on the Designated Stock Exchange, titles to such listed shares may be evidenced and transferred in accordance with the laws applicable to and the Listing Rules that are or shall be applicable to such listed shares. The register of members of the Company in respect of its listed shares (whether the Register or a branch register) may be kept by recording the particulars required by Section 40 of the Act in a form otherwise than legible if such recording otherwise complies with the laws applicable to and Listing Rules that are or shall be applicable to such listed shares.

48.(1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four (4) joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

~~App. 3 1(2) 1(3)~~

• 48.(4) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the ~~Law~~ Act.

49.(a) a fee of such maximum sum as the Designated Stock Exchange may ~~App. 3 1(1)~~ determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

49.(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the ~~LawA~~ ct or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

1. The registration of transfers of shares or of any class of shares may, after notice has been given by announcement or by electronic communication or by advertisement in any newspapers or by any other means in accordance with the requirements of any Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. The period of thirty (30) days may be extended App. 3 (20) for a further period or periods not exceeding thirty (30) days in respect of any year if approved by the Members by ordinary resolution.

3. (1) Without prejudice to the rights of the Company under paragraph ~~App. 3 13(1)~~ (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

4. (2) The Company shall have the power to sell, in such manner as the ~~App. 3 13(2)(a)~~

5. Board thinks fit, any shares of a Member who is untraceable, but ~~13(2)(b)~~ no such sale shall be made unless:

6. (c) the Company, if so required by the ~~rules governing the listing of shares on the Designated Stock ExchangeL~~ isting Rules, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. An annual general meeting of the Company shall be held ~~inf~~ or each ~~year other than the~~ financial year ~~of the Company’s adoption of these Articles (within a period of not more than fifteen (15) months after the holding of the last preceding~~ and such annual general meeting ~~or not more than eighteenm~~ ust be held within six ( ~~186~~ ) months after the ~~datee~~ nd of ~~adoption of these Articles,~~ the Company’s financial year (unless a longer period would not infringe the ~~rules of the Designated Stock ExchangeL~~ isting Rules, if any) at such time and place as may be determined by the Board.

App. ~~1~~ 3 1 ~~B 3(3)~~ 4( ~~2)~~ 1)

1. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held in any part of the world as may be determined by the Board.

Notwithstanding any provisions in these Articles, any general meeting or any class meeting may be held by means of such telephone, electronic or other communication facilities as to permit all persons participating in the meeting to communicate with each other, and participation in such a meeting shall constitute presence at such meeting. Unless otherwise determined by the Directors, the manner of convening and the proceedings at a general meeting set out in these Articles shall, mutatis mutandis, apply to a general meeting held wholly by or in-combination with electronic means.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. The Board may whenever it thinks fit call extraordinary general App. 3 14(5) meetings. Any one or more Member(s) holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company, on a one vote per share basis, shall at all times have the right, by written requisition to the Board or the Secretary of the Company, to require an extraordinary general meeting to be called by the Board for the transaction of any business or resolution specified in such requisition; and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board shall be reimbursed to the requisitionist(s) by the Company.

59.(1) An annual general meeting must be called by Notice of not less than twenty-one (21) clear days ~~and not less than twenty (20) clear business days.~~ All other general meetings (including an extraordinary general meeting) must be called by Notice of not less than fourteen (14) clear days ~~and not less than ten (10) clear business days b~~ ut if permitted by the ~~rules of the Designated Stock Exchange~~ Listing Rules, a general meeting may be called by shorter notice, ~~subject to the Law, i~~ f it is so agreed:

App. ~~11B~~ 3 ~~(1)~~ 14(2)

59.(2) The notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

~~App. 11B 3(1)~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

61.(1)(d) appointment of Auditors (where special notice of the intention for such appointment is not required by the ~~LawA~~ ct) and other officers; and

~~61.(1)(f) the granting of any mandate or authority to the Directors to offer, allot, grant options over or otherwise dispose of the unissued shares in the capital of the Company representing not more than twenty per cent. (20%) in nominal value of its existing issued share capital; and~~

~~61.(1)(g) the granting of any mandate or authority to the Directors to repurchase securities of the Company.~~

61.(2) No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. Two (2) Members entitled to vote and present in person ~~or by proxy or~~ (in the case of a Member being a corporation) by its duly authorised representative or by proxy or, for quorum purposes only, two persons appointed by the clearing house as authorised representative or proxy shall form a quorum for all purposes.

1. ~~TheP~~ rior to the holding of a general meeting, the Board may postpone, and at a general meeting, the chairman may ~~, with~~ (without the consent of ~~any meeting at which a quorum is present (and shall if so directed by~~ the meeting) or shall at the direction of the meeting, adjourn the meeting from time to time (or indefinitely) and from place to place ~~as the meeting shall determine~~ , but no business shall be transacted at any adjourned or postponed meeting other than the business which might lawfully have been transacted at the meeting had the adjournment or the postponement not taken place. Notice of a postponement must be given to all Members by any means as the Board may determine. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

~~66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.~~

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorised Ch. 13 39(4) representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views. Votes (whether on a show of hands or by way of poll) may be cast by such means, electronic or otherwise, as the Directors or the chairman App. 3 19 of the meeting may determine.

2. Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the ~~rules of the Designated Stock ExchangeL~~ isting Rules.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the ~~LawA~~ ct. In the case of an equality of votes, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

73.(2) All Members shall have the right to (a) speak at a general meeting; and (b) vote at a general meeting except where a Member is required, by the Listing Rules, to abstain from voting to approve the matter under consideration.

73.(3) Where the Company has knowledge that any Member is, under the ~~rules of the Designated Stock Exchange~~ Listing Rules, required to abstain from voting on any particular resolution of the Company or restricted to voting only for or only against any particular resolution of the Company, any votes cast by or on behalf of such Member in contravention of such requirement or restriction shall not be counted.

1. Any Member entitled to attend and vote at a meeting of the Company 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 a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

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 authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

App. 3 14(3)

App. 3 14(4)

App. 3 18 App. 3 1 ~~B9 2(2)~~

App. 3 1 ~~1(2)8~~

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. 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 certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting ~~in person~~ at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

2. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

81.(1)

~~App. 3 11(1)~~

App. ~~1~~ 3 1 ~~B 2(2)~~ 8

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

81.(2) If a clearing house (or its nominee(s)), being a corporation, is a App. ~~1~~ 3 1 ~~B 6~~ 9 Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house (or its nominee(s)) including, the right to speak and to vote, and where a show of hands is allowed, the right to vote individually on a show of hands.

83.(2) 83.(3) 83.(5)	Subject to the Articles and the ~~Law~~Act, the Company may by ordinary resolution elect any person to be a Director either to fill a casual vacancy on the Board, or as an addition to the existing Board. The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed ~~by the Board to fill a casual vacancy shall hold office until~~ ~~the first general meeting of Members after his appointment and be~~ ~~subject to re-election at such meeting and any Director appointed by~~ ~~the Board as an addition to the existing Board ~~shall hold office only until the ~~next followingf~~irst annual general meeting of the Company after his appointment and shall then be eligible for re-election. The Members may, at any general meeting convened and held in accordance with these Articles, by ordinary resolution remove a Director (including a managing or other executive Director) at any time before the expiration of his ~~periodt~~erm of office notwithstanding anything to the contrary in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).	~~App. 3 4(2)~~ App. 3 4(2) App. 3 4(3) ~~A11B51~~
		~~pp. ()~~

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

83.(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed.

~~84.(1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.~~

84.(1) Notwithstanding any other provisions in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years.

1. No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a Notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a Notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the head office or at the Registration Office provided that ~~the minimum length of the period, during which such Notice(s) are given, shall be at least seven (7) days and that (if the Notices are submitted after the despatch of the notice of s~~ uch Notices must be lodged with the Company at least fourteen (14) days prior to the date of the general meeting ~~appointed for such~~ of election ~~) the period for lodgment of such Notice(s) shall commence on~~ but no earlier than the day after ~~the d~~ espatch of the ~~noticeN~~ otice of the general meeting appointed for such election ~~and end no later than seven (7) days prior to the date of such general meeting~~ .

App. 14 B.2.2

~~App~~ Ch. 13 ~~4(4) 4(5).~~ 70

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. An alternate Director shall only be a Director for the purposes of the ~~LawA~~ ct and shall only be subject to the provisions of the ~~Law~~ Act insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

2. The Board shall obtain the approval of the Company in general meeting before making any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

Subject to the ~~LawA~~ ct and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein.

~~App. 11B 5(4)~~

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

~~App. 11B 5(3)~~

100.(1) A Director shall not vote (nor be counted in the quorum) on any ~~App~~ Ch. 13.4 ~~(1)~~ 4 resolution of the Board approving any contract or arrangement or any other proposal in which he or any of his close associates is materially interested, but this prohibition shall not apply to any of the following matters namely:

• (i) ~~any contract or arrangement for t~~ he giving of any security or indemnity either:–

• (a) to ~~such~~ the Director or his close associate(s) ~~any security or indemnity~~ in respect of money lent ~~by him or any of his close associate(s) o~~ r obligations incurred or undertaken by him or any of ~~his close associate(s)t~~ hem at the request of or for the benefit of the Company or any of its subsidiaries; or

• (b) ~~(ii) any contract or arrangement for the giving of any security or indemnity t~~ o a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

• ( ~~iiii~~ i) any ~~contract or arrangementp~~ roposal concerning an offer of shares or debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase, where the Director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;

• ~~(iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company; or~~

• ( ~~v~~ iii) any proposal or arrangement concerning the benefit of employees of the Company or its subsidiaries including:

• (a) the adoption, modification or operation of ~~a~~ any employees’ share scheme or any share incentive or share option scheme ~~,~~ under which the Director or his close associate(s) may benefit; or

• (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme ~~or other arrangement~~ which relates ~~both~~ to ~~Directors ort~~ he Director, his close associate(s) and ~~to employeese~~ mployee(s) of the Company or ~~of a~~ ny of its subsidiaries and does not provide in respect of any Director, or his close associate(s), as such any privilege or advantage not ~~accorded g~~ enerally accorded to the class of persons to which such scheme or fund relates;

• (iv) any contract or arrangement in which the Director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

101.(3)(c) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the ~~Law~~ Act.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

101.(4) The Company shall not make any loan, directly or indirectly, to a Director or his close associate(s) if and to the extent it would be prohibited by the Companies Ordinance (Chapter 622 of the laws of Hong Kong) as if the Company were a company incorporated in Hong Kong.

~~App. 11B 5(2)~~

1. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the ~~LawA~~ ct, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

110.(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the ~~LawA~~ ct, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the ~~Law~~ Act in regard to the registration of charges and debentures therein specified and otherwise.

1. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine ~~whenever he shall be required so to do by any Director.~~

113.(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

124.(1) The officers of the Company shall consist of at least one chairman, the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the ~~LawA~~ ct and these Articles.

125.(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the ~~LawA~~ ct or these Articles or as may be prescribed by the Board.

1. A provision of the ~~LawA~~ ct or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

2. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the ~~LawA~~ ct or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the ~~Law~~ Act.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

130.(1) The Company shall have one or more Seals, as the Board may ~~App. 3 2(1)~~ determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word ‘‘Securities’’ on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.

1. Subject to the ~~LawA~~ ct, the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board. 134. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. With the sanction of an ordinary resolution dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the ~~LawA~~ ct.

2. 135.(a) all dividends shall be declared and paid according to the amounts paid ~~App. 3 3(1)~~ up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. All dividends or bonuses unclaimed for one (1) year after having been ~~App. 3 3(2)~~ declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

143.(1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the ~~LawA~~ ct. The Company shall at all times comply with the provisions of the ~~Law~~ Act in relation to the share premium account.

144.(1) The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

144.(2) 146. 147.	Notwithstanding any provisions in these Articles, the Board may resolve to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and the profit and loss account) whether or not the same is available for distribution by applying such sum in paying up unissued shares to be allotted to (i) employees (including directors) of the Company and/or its affiliates (meaning any individual, corporation, partnership, association, joint-stock company, trust, unincorporated association or other entity (other than the Company) that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the Company) upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting, or (ii) any trustee of any trust to whom shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Members at a general meeting. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the ~~LawA~~ct: The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the ~~Law~~Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.	~~A11B41~~
		~~pp. ()~~

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

~~App. 3 5 App. 11B 3(3) 4(2)~~

1. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock ExchangeL~~ isting Rules, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the ~~rules of the Designated Stock Exchange~~ Listing Rules, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

152.(1) At the annual general meeting or at a subsequent extraordinary general meeting in each year, the Members shall by ordinary resolution appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the next annual general meeting. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

App. ~~1~~ 3 1B ~~4(2)~~ 7

• ~~152.(2) The Members may, at any general meeting convened and held in accordance with these Articles, by special resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.~~

152.(2) The Members may, at any general meeting convened and held in App. 3 17 accordance with these Articles, by ordinary resolution remove the Auditor at any time before the expiration of his term of office and shall by ordinary resolution at that meeting appoint another Auditor in his stead for the remainder of his term.

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Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. Subject to the ~~LawA~~ ct the accounts of the Company shall be audited at least once in every year.

~~App. 11B 4(2)~~

1. The remuneration of the Auditor shall be fixed by an ordinary App. 3 17 resolution passed at a general meeting or in such manner as the Members may by ordinary resolution determine.

15 ~~4~~ 5. The ~~remuneration of~~ Directors may fill any casual vacancy in the office of Auditor ~~shall be fixed by the Company in general meeting or in such manner as the Members may determine.~~ but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Board. Subject to Article 152(2), an Auditor appointed under this Article shall hold office until the next following annual general meeting of the Company and shall then be subject to appointment by the Members under Article 152(1) at such remuneration to be determined by the Members under Article 154.

~~155.~~

~~If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed.~~

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. Any Notice or document (including any ‘‘corporate communication’’ within the meaning ascribed thereto under the ~~rules of the Designated Stock ExchangeL~~ isting Rules), whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a ‘‘notice of availability’’). The notice of availability may be given to the Member by any of the means set out above other than by posting it on a website. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

~~App. 3 7(1) 7(2) 7(3)~~

159.(d) may be given to a Member either in the English language only or in both the English language and the Chinese language or, with the consent of or election by any Member, in the Chinese language only to such Member, subject to due compliance with all applicable Statutes, rules and regulations.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

160.(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the ~~Notice~~ notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

160.(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every ~~noticeN~~ otice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share. 161. For the purposes of these Articles, a facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director or alternate Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director or alternate Director in the terms in which it is received. The signature to any Notice or document to be given by the Company may be written, printed or in electronic form.

• 162.(1) ~~The~~ Subject to Article 162(2), the Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

• ~~162.(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.~~

162.(2) Unless otherwise provided by the Act, a resolution that the Company App. 3 21 be wound up by the court or to be wound up voluntarily shall be a special resolution.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

1. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) ~~(~~ if the Company shall be wound up and the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

163.(2)

If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the ~~LawA~~ ct, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

164.(1) The Directors, Secretary and other officers and every Auditor ~~for the time being o~~ f the Company at any time, whether at present or in the past, and the liquidator or trustees (if any) ~~for the time being~~ acting or who have acted in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

165. Unless otherwise determined by the Directors, the financial year of the Company shall end on the 31st day of December in each year.

16 ~~56~~ . No Article shall be rescinded, altered or amended and no new Article App. ~~1~~ 3 1 ~~B 1~~ 6 shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the memorandum of association or to change the name of the Company.

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PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES

APPENDIX III

Article number Provisions in the New Articles of Association (showing changes to the Articles of Association)

16 ~~6~~ 7. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the ~~members of the Company~~ Member to communicate to the public.

The Board would like to remind the Shareholders that the English version of the New Memorandum and the Articles shall always prevail in case of any discrepancy or inconsistency between English version and its Chinese translation. The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the Annual General Meeting.

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NOTICE OF ANNUAL GENERAL MEETING

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 is hereby given that the annual general meeting 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 Friday, 19 May 2023 at 10:00 a.m. for the following purposes:

ORDINARY RESOLUTIONS

As ordinary business, to consider and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolution:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditor for the year ended 31 December 2022.

2. To consider and approve, each as a separate resolution, if thought fit, the following resolutions:

3. (i) To re-elect Mr. Ko Man Ho as an executive director of the Company.

4. (ii) To re-elect Ms. Ng Hoi Yung Yo Yo as an executive director of the Company.

5. (iii) To re-elect Mr. Chan Kim Sun as an independent non-executive director of the Company.

6. (iv) To authorise the board of directors of the Company to fix the directors’ remuneration.

7. To re-appoint Yongtuo Fuson CPA Limited as auditor of the Company and to authorise the board of directors to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;

• (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

• (c) for the purposes of this resolution:

  • ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

  • (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.’’

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT:

• (a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;

• (b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

• (i) a Rights Issue (as defined below);

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the exercise of options under a share option scheme of the Company; and

• (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

• (c) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

‘‘Rights Issue’’ means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).’’

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

‘‘THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the ‘‘Notice’’), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total

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NOTICE OF ANNUAL GENERAL MEETING

number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).’’

SPECIAL RESOLUTION

1. ‘‘THAT:

2. (a) the proposed amendments (the ‘‘Proposed Amendments’’) to the existing amended and restated memorandum of association and amended and restated articles of association of the Company (the ‘‘Existing Memorandum and Articles’’), the details of which are set out in Appendix III to the circular of the Company dated 17 April 2023, be and are hereby approved;

3. (b) the second amended and restated memorandum of association and second amended and restated articles of association of the Company (the ‘‘New Memorandum and Articles’’), which contains all the Proposed Amendments and a copy of which is tabled at this meeting and marked ‘‘A’’ and initiated by the chairman of the meeting, be and is hereby approved and adopted in substitution for, and to the exclusion of, the Existing Memorandum and Articles with immediate effect;

4. (c) any one director or company secretary of the Company be and is hereby authorised to do all such acts, deeds and things and execute and deliver all such documents and/or take all relevant actions and make all such arrangements that he/she shall, in his/her absolute discretion, consider or deem necessary or expedient and in the interest of the Company to give effect to the Proposed Amendments and the adoption of the New Memorandum and Articles, and to comply with the requirements from the relevant regulatory authorities, including dealing with the relevant filing, notices, amendments and registration (where necessary) procedures and other related matters arising from the Proposed Amendments and the adoption of the New Memorandum and Articles; and

5. (d) the registered office provider of the Company be and is hereby authorised to arrange for the filing of special resolution passed and the New Memorandum and Articles with the Registrar of Companies in the Cayman Islands and Hong Kong.’’

By Order of the Board Mr. Ko Sin Yun Chairman and Executive Director

Hong Kong, 17 April 2023

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (‘‘GEM Listing Rules’’). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the GEM Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, 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 the meeting (i.e. not later than 10:00 a.m. on Wednesday, 17 May 2023) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Tuesday, 16 May 2023 to Friday, 19 May 2023, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 15 May 2023.

5. References to time and dates in this notice are to Hong Kong time and dates.

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