Vision Values Holdings Ltd. — AGM Information 2014

Oct 6, 2014

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

If you have sold or transferred all your shares in Vision Values Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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.

VISION VALUES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SHARE OPTION SCHEME LIMIT, GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES, ADOPTION OF CHINESE NAME AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the AGM to be held at 22nd Floor, United Centre, 95 Queensway, Hong Kong on Friday, 7 November 2014 at 11:00 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.

7 October 2014

CONTENTS

			Page
DEFINITIONS . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM THE **	BOARD . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	3
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of retiring Directors . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	4
Refreshment of	Share Option Scheme Limit . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	4
General Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	5
Adoption of Chinese Name . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	6
Notice of AGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	7
General . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I —	PARTICULARS OF RETIRING DIRECTORS
	STANDING FOR RE-ELECTION	. . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II —	EXPLANATORY STATEMENT FOR
	THE REPURCHASE MANDATE	. . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . .		. . . . . . . . . . . . . . . . . . . . . . .	14

– i –

DEFINITIONS

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

• “2011 AGM”

• the annual general meeting of the Company held on 23 November 2011 approving, among others, the Share Option Scheme

• “Adoption of Chinese Name” the proposed adoption of the Chinese name “遠見控股 有限公司” as the dual foreign name of the Company

• “AGM” the annual general meeting of the Company to be held at 22nd Floor, United Centre, 95 Queensway, Hong Kong on Friday, 7 November 2014 at 11:00 a.m.

• “Articles” the articles of association of the Company as amended from time to time

• “associate(s)” has the meaning ascribed thereto in the Listing Rules

• “Board” the board of Directors

• “Company” Vision Values Holdings Limited (stock code: 862), a company incorporated in the Cayman Islands with limited liability, whose Shares are listed on the main board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “General Mandates” the Issue Mandate and the Repurchase Mandate

• “Group” the Company and its subsidiaries

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

• “Issue Mandate” a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and otherwise deal with new Shares in the manner as set out in the ordinary resolution numbered 5 of the Notice of AGM

• “Latest Practicable Date” 29 September 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 1 –

DEFINITIONS

• “Listing Rules”

• “Notice of AGM”

• “Repurchase Mandate”

• “SFO”

• “Share(s)”

• “Share Capital”

• “Shareholder(s)”

• “Share Option Scheme”

• “Share Option Scheme Limit”

• “Stock Exchange”

• “Takeovers Code”

• “HK$”

• “%”

the Rules Governing the Listing of Securities on the Stock Exchange

the notice convening the AGM as set out on pages 14 to 18 of this circular

• a general mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares in the manner as set out in the ordinary resolution numbered 6 of the Notice of AGM

• the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

• ordinary share(s) of HK$0.10 each in the share capital of the Company

the issued ordinary share capital of the Company

holder(s) of the Share(s)

• the share option scheme currently in force and adopted by the Company on 23 November 2011

• The maximum number of Shares which may be issued upon the exercise of all share options granted or to be granted under the Share Option Scheme and any other share option scheme as may from time to time be adopted by the Company as permitted under the Listing Rules, being 10% of the Company’s issued share capital as at the date of the approval of the Share Option Scheme or of the refreshment of such limit

The Stock Exchange of Hong Kong Limited

• the Hong Kong Code on Takeovers and Mergers

• Hong Kong dollars, the lawful currency of Hong Kong

per cent

– 2 –

LETTER FROM THE BOARD

VISION VALUES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

Executive Directors:

Mr. Lo Lin Shing, Simon (Chairman) Mr. Ho Hau Chong, Norman

Independent Non-executive Directors: Mr. Tsui Hing Chuen, William JP Mr. Lau Wai Piu Mr. Lee Kee Wai, Frank

Registered office:

P.O. Box 309, Ugland House South Church Street George Town, Grand Cayman Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: Unit 309, 3/F Fook Hong Industrial Building 19 Sheung Yuet Road Kowloon Bay Hong Kong

7 October 2014

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, REFRESHMENT OF SHARE OPTION SCHEME LIMIT, GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, ADOPTION OF CHINESE NAME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give the Shareholders details of the following proposals which, together with other ordinary business, will be proposed at the AGM for consideration and, where appropriate, approval by the Shareholders:

• (i) re-election of retiring Directors;

• (ii) refreshment of the Share Option Scheme Limit;

• (iii) grant of the General Mandates; and

• (iv) adoption of Chinese name.

The Notice of AGM is set out on pages 14 to 18 of this circular.

– 3 –

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

At the forthcoming AGM, Mr. Lo Lin Shing, Simon and Mr. Lee Kee Wai, Frank shall retire from office in accordance with Article 116 of the Articles and being eligible, offer themselves for re-election. Pursuant to Rule 13.74 of the Listing Rules, brief biographical and other details of the retiring Directors required under Rule 13.51(2) of the Listing Rules are set out in Appendix I.

REFRESHMENT OF SHARE OPTION SCHEME LIMIT

At the 2011 AGM, an ordinary resolution was passed by the Shareholders to approve the adoption of the Share Option Scheme. Under the Share Option Scheme, the original number of shares which may be issued upon the exercise of all share options was 141,038,069, representing approximately 10% of the Share Capital as at the date of the passing of the ordinary resolution approving and adoption the Share Option Scheme. The existing Share Option Scheme Limit has been refreshed to 211,557,103 Shares pursuant to the ordinary resolution passed by the Shareholders on 18 November 2013. Since then, the Company did not refresh the Share Option Scheme Limit.

The Share Option Scheme Limit may be refreshed by obtaining approval of the Shareholders in general meeting provided that the refreshed Share Option Scheme Limit shall not exceed 10% of the Shares in issue as at the date of approval of such limit. Options previously granted under the Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with the relevant scheme or exercised options) shall not be counted for the purpose of calculating the refreshed Share Option Scheme Limit.

Notwithstanding the foregoing, the maximum number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time.

Up to the Latest Practicable Date, a total of 96,228,570 share options (representing 3.80% of the Share Capital) have been granted under the Share Option Scheme of which nil share options had been exercised, cancelled or lapsed. Unless the Share Option Scheme Limit is refreshed, options carrying right to subscribe for up to only 115,328,533 Shares may be granted in the future, representing 4.55% of the Share Capital as at the Latest Practicable Date. Given that the Shares in issue were 2,535,571,035 as at the Latest Practicable Date, assuming no further issue or repurchase of Shares prior to the AGM, the Board proposes to refresh the 10% limit on grant of share options under the Share Option Scheme and the total number of Shares which may fall to be allotted and issued represents approximately 253,557,103 Shares.

The purpose of the Share Option Scheme is to provide incentives or rewards to the eligible persons for their contribution to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group. In order to achieve the intended purpose of the Share Option Scheme for the benefits of the Group and the Shareholders, the Directors propose the passing of an ordinary resolution at the AGM for “refreshing” the Share Option Scheme Limit.

– 4 –

LETTER FROM THE BOARD

The refreshment of the Share Option Scheme Limit is conditional upon:

• (a) the passing of an ordinary resolution to approve the refreshment of the Share Option Scheme Limit by the Shareholders at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of the AGM approving the refreshment of the Share Option Scheme Limit) which may fall to be issued pursuant to the exercise of share options under the Share Option Scheme and any other share option schemes of the Company.

Application will be made to the Listing Committee of the Stock Exchange for the granting the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of share options granted or to be granted under the Share Option Scheme.

GENERAL MANDATES

The current general mandates granted to the Directors to issue and repurchase Shares will expire at the conclusion of the AGM. In order to provide flexibility and discretion to the Directors to issue new Shares and repurchase Shares, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates authorizing them (i) to exercise the powers of the Company to allot and issue new Shares up to an amount not exceeding 20% of the Share Capital as at the date of the passing of such resolution; (ii) to repurchase Shares not exceeding 10% of the Share Capital as at the date of the passing of such resolution; and (iii) subject to the passing of the ordinary resolutions approving the General Mandates at the AGM, to extend the Issue Mandate by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, there were 2,535,571,035 Shares in issue. Subject to the passing of the ordinary resolutions to approve the General Mandates at the AGM and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed to issue up to a maximum of 507,114,207 Shares under the Issue Mandate and to repurchase up to a maximum of 253,557,103 Shares under the Repurchase Mandate.

The Directors believe that it is in the interests of the Company and the Shareholders as a whole if the General Mandates are granted at the AGM. The Issue Mandate provides the Directors with flexibility to issue Shares especially in the context of a fund raising exercise in a timely manner or a transaction involving an acquisition by the Group where Shares are to be issued as consideration and which has to be completed speedily. As at the Latest Practicable Date, the Directors had no present intention of any acquisition by the Company nor any present plan for raising capital by issuing new Shares under the proposed Issue Mandate.

The Company at present does not have any plan for repurchases of Shares. Repurchase will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders as a whole.

– 5 –

LETTER FROM THE BOARD

The Repurchase Mandate can provide more flexibility to the Directors to enhance the net asset value of the Company and/or its earnings per Share. The General Mandates, if approved by the Shareholders at the AGM, will continue 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 or any applicable laws of the Cayman Islands to be held; and

• (iii) the revocation or variation of such authority by the Shareholders.

An explanatory statement providing all the requisite information concerning the Repurchase Mandate required under the Listing Rules is set out in the Appendix II to this circular.

ADOPTION OF CHINESE NAME

The Board proposes to adopt “遠見控股有限公司” as the Chinese name of the Company. The Chinese name will be the Company’s dual foreign name for the purposes of the laws of the Cayman Islands.

The Board considers that the proposed Adoption of Chinese Name will better reflect the identity of the Company in Chinese, and is in the interests of the Company and its Shareholders as a whole.

The Adoption of Chinese Name is subject to the following conditions:

• (i) the passing of the special resolution numbered 8 in the AGM Notice by the Shareholders at the AGM approving the Adoption of Chinese Name; and

• (ii) the approval by the Registrar of Companies in the Cayman Islands in respect of the Adoption of Chinese Name has been obtained.

If the Adoption of Chinese Name becomes unconditional and effective under the laws of the Cayman Islands, the Company will carry out all necessary filing procedures with the Registrar of Companies in Hong Kong.

The Adoption of Chinese Name of the Company will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, after the Adoption of Chinese Name becomes effective, continue to be evidence of title to the shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangements for free exchange of the existing share certificates of the Company for new share certificates bearing the Chinese name. Once the Adoption of Chinese Name has become effective, new share certificates bearing the Chinese name of the Company will be deployed for share transactions thereafter.

– 6 –

LETTER FROM THE BOARD

NOTICE OF AGM

The Notice of AGM is set out on pages 14 to 18 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you are able to attend the AGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so desire.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman of such meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the AGM will therefore put all resolutions to be proposed at the AGM to be voted by way of poll. An announcement on the results of the vote by poll will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. None of the Shareholders is required to abstain from voting on the resolutions to be proposed at the AGM pursuant to the Listing Rules and/or the Articles.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquires, 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.

RECOMMENDATION

The Directors consider that the re-election of retiring Directors, the refreshment of the Share Option Scheme Limit, the granting of the Issue Mandate, the Repurchase Mandate and the Adoption of Chinese Name are in the interests of the Company and the Shareholders as a whole and accordingly recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

– 7 –

LETTER FROM THE BOARD

GENERAL

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

Yours faithfully For and on behalf of the Board Lo Lin Shing, Simon Chairman

– 8 –

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

The biographical and other details of the retiring Directors standing for re-election at the AGM are set out below:

(1) Mr. Lo Lin Shing, Simon — Executive Director

Mr. Lo , aged 58, joined the Company in March 2000 and is currently an Executive Director. Mr. Lo has over 30 years of experience in the financial, securities and futures industries, including many trans-border transactions. He has been a member of Chicago Mercantile Exchange and International Monetary Market (Division of Chicago Mercantile) since 1986. Mr. Lo is also the chairman and executive director of Mongolia Energy Corporation Limited (stock code: 276), and the deputy chairman and executive director of International Entertainment Corporation (stock code: 1009), both of which are listed on the Stock Exchange. Save as disclosed above, Mr. Lo has not held any directorship in other listed public company in the past three years preceding the Latest Practicable Date.

Mr. Lo has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Mr. Lo is entitled to a remuneration of HK$100,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. Save as aforesaid, Mr. Lo has not had other remuneration such as bonus and other kinds of benefits. Mr. Lo was censured by the Listing Committee of the Stock Exchange for breach of the Listing Rules as announced by the Stock Exchange on 28 October 2010.

As at the Latest Practicable Date, Mr. Lo (i) was interested in 831,501,090 Shares (1,170,000 Shares on an individual basis while 830,331,090 Shares represent interest of Moral Glory International Limited, a company wholly-owned by Mr. Lo), representing approximately 32.79% of the Share Capital; and (ii) holds 6,800,000 share option under the Share Option Scheme which are required to be notified to the Company and the Stock Exchange under Part XV of the SFO. Save as disclosed above, as at the Latest Practicable Date, Mr. Lo was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the SFO.

Mr. Lo does not have any relationship with any other Directors, senior management or substantial Shareholders or controlling Shareholders (as respectively defined in the Listing Rules) of the Company.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 9 –

APPENDIX I

PARTICULARS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

(2) Mr. Lee Kee Wai, Frank — Independent Non-executive Director

Mr. Lee , aged 55, was appointed as an Independent Non-executive Director in April 2007. Mr. Lee is the Senior Partner of Messrs. Vincent T.K. Cheung, Yap & Co., Solicitors and Notaries. Mr. Lee is a qualified solicitor in the respective jurisdictions of Hong Kong, England, Singapore and the Australian Capital Territory. He is also a China-Appointed Attesting Officer and a member of the Chartered Institute of Arbitrators. Mr. Lee is a graduate of Bachelor of Laws from the London School of Economics & Political Science and has also obtained a Master of Laws degree from Cambridge University. Mr. Lee is also a non-executive director of Pico Far East Holdings Limited (stock code: 752), a company listed on the Stock Exchange. Save as disclosed above, Mr. Lee has not held any directorship in other listed public company in the past three years preceding the Latest Practicable Date.

Mr. Lee has not entered into any service contract with the Company and is subject to retirement by rotation and re-election at the AGM in accordance with the Articles. Mr. Lee is entitled to a remuneration of HK$120,000 per annum, which is determined by reference to his duties and responsibilities with the Company, subject to review by the Board from time to time. Saved as aforesaid, Mr. Lee has not had other remuneration such as bonus and other kinds of benefits.

As at the Latest Practicable Date, Mr. Lee holds 5,267,857 share options under the Share Option Scheme, representing approximately 0.21% of the Share Capital of the Company. Apart from this, he has no personal interest which is required to be notified to the Company and the Stock Exchange under Part XV of the SFO. Other than his role as an independent non-executive Director, Mr. Lee does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 10 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

This is an explanatory statement given to the Shareholders relating to proposed resolution granting the Repurchase Mandate to the Directors to be passed by the Shareholders at the AGM.

This explanatory statement contains a summary of the information required pursuant to Rule 10.06(1)(b) of the Listing Rules which is set out as follows:

(1) EXERCISE OF THE REPURCHASE MANDATE

Resolution numbered 6 set out in the Notice of AGM will, if passed, give a general unconditional mandate to the Directors authorising the repurchase by the Company of the issued and fully paid Shares up to a maximum of 10% of the nominal amount of the share capital of the Company as at the date of the AGM. It will be valid until the next annual general meeting unless revoked or varied before such meeting.

Assuming that no further Shares are issued or repurchased after the Latest Practicable Date and before the date of the AGM, there will be 2,535,571,035 Shares in issue and exercise in full of the Repurchase Mandate would result in up to a maximum of 253,557,103 Shares being repurchased by the Company.

(2) REASONS FOR REPURCHASES

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.

(3) FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the applicable laws of the Cayman Islands, the memorandum of association of the Company and the Articles. The laws of the Cayman Islands provide that the amount to be paid in connection with a share repurchase may be paid out of profits of the Company and/or the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, provided the Company can, immediately following such payments, pay its debts as they fall in the ordinary course of business.

There might be a material adverse impact on the working capital or gearing position of the Company 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 propose to exercise the Repurchase Mandate to such an 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.

– 11 –

APPENDIX II EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

(4) STATUS OF REPURCHASED SHARES

The Listing Rules provide that the listing of all the Shares repurchased by the Company will automatically be cancelled and the Company must ensure that the corresponding certificates are cancelled and destroyed. Under the Cayman Islands law, the Shares so repurchased will be treated as having been cancelled.

(5) SHARE REPURCHASES

The Company has not repurchased any Shares (whether on the Stock Exchange or otherwise) in the six (6) months preceding the Latest Practicable Date.

No connected person (as defined in the Listing Rules) of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

(6) SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous 12 months were as follows:

							Highest	Lowest
							HK$	HK$
2013
September							0.395	0.128
October							0.375	0.250
November							0.415	0.290
December							0.375	0.270
2014
January							0.780	0.260
February							0.910	0.630
March							0.800	0.400
April							0.800	0.400
May							0.740	0.550
June							0.810	0.610
July							0.720	0.640
August							0.680	0.630
September	(up	to	the	Latest	Practicable	Date)	0.670	0.540

– 12 –

APPENDIX II

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

(7) EFFECT OF THE TAKEOVERS CODE

If, as a result of a share repurchase by the Company, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could, depending upon the level of increase in shareholding, obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Lo Lin Shing, Simon (“Mr. Lo”), chairman and executive Director, by himself and through his wholly-owned company, Moral Glory International Limited, held approximately 32.79% of the Share Capital. In the event that the Directors exercise in full the Repurchase Mandate, the aggregate shareholding of Mr. Lo in the Company would increase to approximately 36.44% of the Share Capital. The Directors consider that such increase may give rise to an obligation on the part of Mr. Lo to make a mandatory offer under Rule 26 of the Takeovers Code. However, the Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in such takeover obligation. Besides, the Directors have no present intention to repurchase Shares to an extent which will result in the number Shares held by the public being reduced to less than 25%.

(8) GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates has any present intention to sell any Shares to the Company under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles and the applicable laws of the Cayman Islands.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

VISION VALUES HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 862)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Vision Values Holdings Limited (the “ Company ”) will be held at 22nd Floor, United Centre, 95 Queensway, Hong Kong on Friday, 7 November 2014 at 11:00 a.m. to transact the following ordinary business:

1. To receive and consider the audited financial statements and the reports of the directors and independent auditor of the Company for the year ended 30 June 2014;

2. (a) To re-elect Mr. Lo Lin Shing, Simon as executive director;

3. (b) To re-elect Mr. Lee Kee Wai, Frank as independent non-executive director; and

4. (c) To authorise the board of directors to fix the directors’ remuneration;

5. To re-appoint Messrs. PricewaterhouseCoopers as independent auditor and to authorise the board of directors to fix its remuneration;

and, by way of special business, to consider and, if thought fit, to pass each of the following resolutions, with or without modification, of which resolutions numbered 4, 5, 6 and 7 will be proposed as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT subject to and conditional upon the listing committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting listing of and permission to deal in the shares of the Company to be issued upon the exercise of options which may be granted under the Company’s share option scheme adopted by the Company on 23 November 2011 (the “ Share Option Scheme ”), the existing scheme mandate limit in respect of the granting of options to subscribe for shares of the Company under the Share Option Scheme be refreshed and renewed provided that the total number of shares of the Company which may be allotted and issued pursuant to the grant or exercises of the options under the Share Option Scheme (excluding options previously granted, outstanding, cancelled, lapsed or exercised under the Share Option Scheme) shall not exceed 10% of the shares of the Company in issue as at the date of passing this resolution (the “ Refreshed Limit ”) and that the Directors be and are hereby authorized, subject to compliance with the Rules Governing the Listing of Securities on the Stock Exchange, to grant options under the Share Option Scheme up to the Refreshed Limit and to exercise all the powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such options and to do such acts and execute such documents for or incidental to such purpose.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to the following provisions of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares of the Company, and to make or grant offers, agreements or options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including bonds, notes, warrants, debentures and securities convertible into shares of the Company) which would or might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares pursuant to any existing specific authority, including upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any bonds, notes, debentures or securities convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; and (iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares of the Company 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 aggregate nominal amount of the share capital of the Company in issue as at the date of passing this resolution; and

5. (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

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

• (2) 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 of the Cayman Islands to be held; or

• (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

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NOTICE OF ANNUAL GENERAL MEETING

“Rights Issue” means an offer of shares open for a period fixed by the directors of the Company made to holders of shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside, Hong Kong).”

1. “ THAT :

2. (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to repurchase shares in the capital of the Company on the Stock Exchange or on any other exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with all applicable laws, rules and regulations and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or of any other Recognised Stock Exchange and the articles of association of the Company be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the shares which the Company is authorised to repurchase pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the shares in the capital of the Company in issue as at the date of passing this resolution; and

4. (c) for the purposes of this resolution, “Relevant Period” means the period from the date of passing this resolution until whichever is the earliest of:

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

   • (2) 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 of the Cayman Islands to be held; or

   • (3) the revocation or variation of this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT subject to the passing of resolutions numbered 5 and 6 as set out in the notice convening this meeting (the “ Notice ”), the general mandate granted to the directors of the Company to allot, issue and deal with additional shares of the Company pursuant to resolution numbered 5 set out in the Notice be and is hereby extended by the addition to it of an amount representing the aggregate nominal amount of the shares in the capital of the Company which are repurchased by the Company pursuant to and since the granting to the Company of the general mandate to repurchase shares in accordance with resolution numbered 6 set out in the Notice.”

SPECIAL RESOLUTION

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution which will be proposed as a special resolution of the Company:

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, “遠見控股有限公司” be adopted as the dual foreign name of the Company; and that the Directors be authorized to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid adoption of dual foreign name of the Company.”

By Order of the Board Vision Values Holdings Limited Tang Chi Kei Company Secretary

Hong Kong, 7 October 2014

Registered office: P.O. Box 309 Ugland House South Church Street George Town Grand Cayman Cayman Islands British West Indies

Head office and principal place of business in Hong Kong: Unit 309, 3/F Fook Hong Industrial Building 19 Sheung Yuet Road Kowloon Bay Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person(s) as his/her proxy to attend and vote instead of him/her. In the case of a recognised clearing house, it may authorise such person(s) as it thinks fit to act as its representative(s) at the meeting and vote in its stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

3. Completion and return of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting or any adjournment thereof or upon the poll concerned and, in such event, the instrument appointing a proxy shall be deemed to have been revoked.

4. Where there are joint holders of any share, any one of such holders may vote at the meeting either personally or by proxy in respect of such share as if he/she were solely entitled to vote; but if more than one of such joint holders be present at the meeting in person or by proxy, then the one of such holders whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

5. In accordance with Articles of the Company, Mr. Lo Lin Shing, Simon and Mr. Lee Kee Wai, Frank will retire at the meeting and being eligible, offer themselves for re-election. Details of the retiring directors have been set out in the circular of the Company dated 7 October 2014.

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