VICTOR GROUP HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2024

Aug 14, 2024

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Notice of 2024 General Meeting

Date of Meeting: Monday, 16 September 2024

Time of Meeting: 12:30pm Australian Eastern Time / 10:30am Beijing Time

Place of Meeting: 602 Block 16, Lane 1333 Xinlong Road, Minhang District, Shanghai

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021, the Company will not be despatching physical copies of the notice of Meeting (Notice). Instead, a copy of the Notice can be viewed and downloaded online at https://sinovictor.com/investor-relations/.

General Meeting will be held in person as well as broadcasted live online. This allows Shareholders to both listen and observe the General Meeting without having to attend the physical meeting. However, it is noted that voting will not take place online.

All resolution will be decided on by a poll, which will be based on the proxy votes that are completed and returned to the address noted on proxy form no later than 12:30pm (Sydney, Australia Time) / 10:30am (Beijing time) on Saturday, 14 September 2024, being not less than 48 hours prior to the commencement of the Meeting.

Victor Group Holdings Ltd ACN 165 378 834

NOTICE OF GENERAL MEETING

Notice is given that the General Meeting ( Meeting ) of Victor Group Holdings Limited ( Company ) will be held at 602 Block 16, Lane 1333 Xinlong Road, Minhang District, Shanghai on Monday, 16 September 2024 commencing at 12:30pm AET/ 10:30am Beijing Time. Further details of each item of business to be considered at the Meeting are set out in the Explanatory Statement.

General Meeting will be held in person as well as broadcast live online. This allows Shareholders to both listen and observe the General Meeting without having to attend the physical meeting. However, it is noted that the voting will not take place online.

To attend the 2024 General Meeting online, please use Zoom to participate in the virtual meeting.

Zoom Link: https://us06web.zoom.us/j/87922696399?pwd=bUkRbxuYfEbP09vBPWCGagZ5QJQMdW.1

Note: All Shareholders who wish to attend the 2024 General Meeting virtually via the above Zoom link are required to obtain their meeting passcode by registering with jun.wu@sinovictor.com anytime up until the commencement of the Meeting.

The resolution will be decided on by a poll, which will be based on the proxy votes that are completed and returned to the address noted on the proxy form no later than 12:30 pm (Sydney, Australia Time) / 10:30 am (Beijing time) on Saturday, 14 September 2024, being not less than 48 hours prior to the commencement of the Meeting.

ITEMS OF BUSINESS

1. Resolution 1 – Issue of Shares – Acquisition Consideration – LIT Technology Pty Ltd (LIT)

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the issue of 80,000,000 Shares to LIT Technology Pty Ltd (or its nominee(s)) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast in favour of the Resolution by or on behalf of LIT Technology Pty Ltd (or its nominee(s)), or any person who will obtain a material benefit as a result of the proposed issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company), or any associates of those persons.

Voting Exclusions

If a rule requires a notice of meeting to include a +voting exclusion statement, the notice of meeting must contain a statement to the following effect.

The entity will disregard any votes cast in favour of the resolution by or on behalf of:

• the named person or class of persons excluded from voting; or

• an +associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• the +chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the +chair to vote on the resolution as the chair decides; or

• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either;

a) Send the proxy form by fax to the Company’s share registry on fax number + 61 2 8583 3040;

b) Deliver the proxy form to the Company’s share registry, Automic, Level 5, 126 Phillip Street Sydney NSW 2000; or

c) Post the proxy form to the Company’s share registry, Automic, GPO Box 5193, Sydney NSW 2001 Australia.

So that it is received no later than 12:30 pm AEST/10:30 am Beijing Time on Saturday, 14 September 2024, being not less than 48 hours prior to the commencement of the Meeting. Proxy forms received later than this time will be invalid.

When the proxy form is executed under the power of attorney, the power of attorney must be lodged in the same way as the proxy form.

Enquiries

Shareholders are invited to contact the Company Secretary, Mr Jun Wu on (02) 8226 8786 if they have any queries in respect of the matters set out in this Notice of Meeting or the Explanatory Statement.

Dated 14 Aug 2024

BY ORDER OF THE BOARD

JUN WU SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution.

1. Background to Resolution

On 19 Feb 2024, the Company announced it had entered into an agreement with LIT Technology Pty Ltd (ACN 649 624 528) (LIT) and the shareholders of LIT to acquire a 25% legal and beneficial interest in LIT.

LIT Technology is a dynamic fintech startup, headquartered in Australia, with a strong operational presence in Vietnam.

The company is making significant strides in the financial technology sector through its diverse range of services, which are outlined below:

1. Buy Now Pay Later (BNPL): This service offers consumers the convenience of deferred payment options for their purchases, fostering a seamless and financially manageable shopping experience.

2. E-Wallet: Integration with Shouqianba www.shouqianba.com is a prominent provider in the mobile payment industry. Building on the momentum of the BNPL launch, LIT will introduce an E-Wallet solution in partnership with Shouqianba. This E-Wallet aims to tap into the large and growing user base, integrating seamlessly with our BNPL service, thus providing a holistic financial experience.

3. Micro Lending to SMEs: As the fintech ecosystem matures, LIT plans to introduce micro lending services catering to underserved segments. This service will complement the existing BNPL and E-Wallet offerings, creating a comprehensive suite of financial solutions for consumers and businesses.

Market presence in Vietnam

Vietnam, characterized by a rapidly growing middle class and increasing digital adoption, serves as a significant market for LIT Technology. The company aims to capitalize on the burgeoning demand for innovative financial solutions in the region, positioning itself as a frontrunner in the Southeast Asian fintech landscape.

Vietnam's financial sector has been evolving at an accelerated pace with the government pushing for a more digitalized economy.

Currently, the fintech market in Vietnam is valued at around USD 9 billion and is expected to grow at a Compound Annual Growth Rate (CAGR) of approximately 22% over the next few years.

Based on data from the General Statistics Office, it is estimated that the overall retail sales of consumer goods and services in Vietnam grew by 19.8 per cent in 2022 compared to 2021 to USD 240 billion.

Vietnam’s middle class is growing and consumer demand is rising. This is the target group, close to 50% of the market, corresponding to 45 million people.

The BNPL sector in Vietnam is expected to grow steadily over the next few years, with a compound annual growth rate (CAGR) of 45.2 percent between 2022-2028, according to Research and Markets. This translates to an increase from US$496 million in 2021 to more than US$4.7 billion in 2028 in purchases made using BNPL services.

In 2022, the value of Vietnam’s e-commerce market amounted to US$14 billion, and it is projected to increase to US$32 billion by 2025, according to Google’s e-Conomy SEA 2022 report.

Digital payment has seen an increase in popularity, where 70% of the online population has used digital payment in place of COD.

E-wallet is also becoming more popular and is the most preferred payment method for online purchases.

E-wallet enjoys a high usage frequency, with 77% of users using it at least once per week to make payments or transfer money.

Vietnam recorded one of the highest e-payment growth rates in the world, about 35% per year. Vietnam’s e- wallet market saw robust growth between 2015 and 2022 and is expected to continue this rapid growth in the next 5 years, according to IMARC, the International Market Analysis Research and Consulting Group.

The rationale for Investment:

The investment in LIT Technology will expand VIG’s SaaS, PaaS, and IaaS education cloud platforms and information technologies into the fintech sector.

It provides VIG with a strategic foothold in Southeast Asia, particularly in Vietnam, where LIT Technology has a substantial operational presence.

The rapidly growing middle class and increasing digital adoption in Vietnam present a significant market opportunity, with its close to 100 million population.

VIG aims to leverage this investment to become a leader in the Southeast Asian EdTech and FinTech industries, meeting the increasing demand for innovative financial and educational solutions.

The material terms of the agreement relating to the Acquisition are:

• (a) Conditions Precedent : Completion is subject to and conditional upon:

• (b) Due diligence : completion of financial, legal and technical due diligence by the Company on LIT Technology Pty Ltd, to the absolute satisfaction of the Company;

• (c) Transfer : the registration owner(s) of LIT Technology Pty Ltd as the 25% legal and beneficial owner(s) of VIG Group Holdings Limited;

• Shareholder approval : Shareholder approval of the transaction contemplated by the Share Sale Agreement

• Regulatory approvals : the parties obtaining all necessary approvals or waivers pursuant to the ASX Listing Rules, Corporations Act or any other law.

If the Conditions Precedent are not satisfied (or waived in accordance with the agreement) by 31 December 2024, or such other date as the parties may agree in writing, the agreement may be terminated by the Buyer.

• (d) Consideration : The consideration paid or to be paid to the LIT Vendor:

• To issue the vendors (or its nominees) 80,000,000 Shares in VIG.ASX, valued at $2,000,000 based on the issue price of AUD 0.025 agreed upon at the time of the LIT Acquisition.

The agreement for the LIT Acquisition is otherwise on customary terms and conditions for an agreement of this nature, including representations and warranties from the LIT Vendor.

Resolution 1 - Issue of Shares – Acquisition Consideration – LIT Technology Pty Ltd (LIT Technology)

2.1 General

Resolution 1 seeks Shareholder approval to issue Shares to the LIT (or its nominee(s)) in relation to the Acquisition.

Details of the LIT Acquisition are set out in Section 1.

2.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period ( Placement Capacity ).

2.3 Effect of the Resolution

If Resolution 1 is passed, then the Company will be able to proceed with the issue of Shares to LIT (or its nominee(s)) during the period of three months after the Meeting (or a longer period, if allowed by ASX), without using up any part of the Company’s Placement Capacity under ASX Listing Rule 7.1.

If Resolution 1 is not passed, the Company will need to agree alternative form of compensation with LIT in order to be able to complete the Acquisition.

2.4 Directors’ recommendation

The Directors recommend that Shareholders vote in favour of Resolution 1.

2.5 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Shares to LIT (or its nominee(s)):

• (a) the Shares will be issued to LIT (or its nominee(s)); (b) the maximum number of Shares to be issued is 80,000,000;

• (c) the Shares will be issued on the same terms and conditions as existing Shares in the capital of the Company;

• (d) the Shares will be issued no later than three months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of all the Shares will occur on the same date;

• (e) the Shares will be issued for nil cash consideration, accordingly no funds will be raised; (f) the purpose of the issue of the Shares is as consideration for the LIT Acquisition; and

• (g) the Shares are being issued pursuant to the agreement for the LIT Acquisition, the material terms of which are summarised at Section 1.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting.

The Chair will use any such proxies to vote in favour of the Resolution. Shareholders are urged to carefully read the Proxy Form and provide a direction to the proxy on how to vote on these Resolution.

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

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Victor Group Holdings Limited | ABN 21 165 378 834

Your proxy voting instruction must be received by 12.30pm (AEST) on Saturday, 14 September 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of Victor Group Holdings Limited, to be held at 12.30pm (AEST) on Monday, 16 September 2024 at 602 Block 16, Lane 1333 Xinlong Road, Minhang District, Shanghai hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

STEP 2 - Your voting direction

Resolutions

For Against Abstain

1 Issue of Shares – Acquisition Consideration – LIT Technology Pty Ltd (LIT)

Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).