VSTECS Holdings Limited — Proxy Solicitation & Information Statement 2015

Jun 5, 2015

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in VST 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, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular is addressed to the shareholders of VST Holdings Limited in connection with an extraordinary general meeting of the Company to be held on 23 June 2015. This circular is not and does not constitute an offer of, nor is it intended to invite offers for, shares in or other securities of the Company.

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.

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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 856)
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PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Terms used in this cover page have the same meanings as defined in this circular.

A notice convening the EGM to be held at Conference Room, Unit 3312, 33/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong at 10:30 a.m. on 23 June 2015 is set out on pages 16 and 17 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.vst.com.hk). Whether or not you intend to attend the EGM, you are requested to complete the form of proxy and return it to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

• for identification purpose only

8 June 2015

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix — Summary of the Principal Terms of
the New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

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DEFINITIONS

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

• ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of the Directors ‘‘Business Day(s)’’ a day (other than a Saturday or a Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities

• ‘‘CCASS’’ the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘Company’’ VST Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the shares of which are listed on the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company, including the independent nonexecutive director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at Conference Room, Unit 3312, 33/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong at 10:30 a.m. on 23 June 2015, notice of which is set out on pages 16 and 17 of this circular or, where the context so admits, any adjournment thereof

• ‘‘Grantee’’ any Participant who accepts an offer of the grant of Option in accordance with the terms of the New Share Option Scheme, or any person who is entitled to any such Option

• ‘‘Group’’ the Company and its subsidiaries

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

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

• ‘‘Invested Entity’’ any entity in which any member of the Group holds any equity interest

• ‘‘Latest Practicable Date’’ 4 June 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

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DEFINITIONS

• ‘‘Listing Rules’’

• ‘‘New Share Option Scheme’’

• ‘‘Option(s)’’

• ‘‘Participant(s)’’

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

• the share option scheme proposed to be adopted by the Company at the EGM, a summary of the principal terms of which is set out in the Appendix to this circular

• a right to subscribe for Shares pursuant to the terms of the New Share Option Scheme

any person(s) who satisfies the eligibility requirements in the New Share Option Scheme namely:

• (a) any employee or proposed employee (whether full time or part time, including any executive director but excluding any non-executive director) of the Company, and Subsidiary or any Invested Entity;

• (b) any non-executive director or proposed non-executive director (including independent non-executive director) of the Company, any Subsidiary or any Invested Entity;

• (c) any supplier of goods or services to any member of the Group or any Invested Entity;

• (d) any customer of the Group or any Invested Entity;

• (e) any person or entity that provides or will provide research, development or other technological support to the Group or any Invested Entity;

• (f) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued or proposed to be issued by any member of the Group or any Invested Entity; or

• (g) any other group or class of participants from time to time determined by the Directors as having contributed or may contribute by way of joint venture, business alliances or other business arrangements to the development and growth of the Group

‘‘Registrar’’

Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong

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DEFINITIONS

‘‘Share(s)’’ ordinary share(s) of HK$0.1 each in the share capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time) ‘‘Shareholder(s)’’ holder(s) of the Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘Subsidiary’’ a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong)) of the Company, whether incorporated in Hong Kong, the Cayman Islands or elsewhere

‘‘HK$’’ or ‘‘$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘%’’ per cent.

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LETTER FROM THE BOARD

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 856)

Executive Directors:

• Mr. Li Jialin

(Chairman and Chief Executive Officer)

Mr. Ong Wei Hiam William

Ms. Chow Ying Chi

• Mr. Chan Hoi Chau

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

Non-executive Directors:

• Ms. Liu Li Mr. Liang Xin

Independent non-executive Directors:

Mr. Li Wei

Mr. Ng Yat Cheung

Principal place of business in Hong Kong

Unit 3312, 33rd Floor China Merchants Tower Shun Tak Centre 200 Connaught Road Central Hong Kong

• Mr. Lam Hin Chi

8 June 2015

To the Shareholders

Dear Sir or Madam,

PROPOSED ADOPTION OF NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the EGM and to provide you with information relating to the proposed adoption of the New Share Option Scheme.

• for identification purpose only

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LETTER FROM THE BOARD

ADOPTION OF NEW SHARE OPTION SCHEME

The Directors proposed to adopt the New Share Option Scheme, the principal terms of which are set out in Appendix. Adoption of the New Share Option Scheme is conditional upon (i) the approval of the New Share Option Scheme at the EGM; and (ii) the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the Options granted.

Application will be made to the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the Options which may be granted up to 10% of the total number of Shares in issue as at the date of the EGM under the New Share Option Scheme. Assuming no new Share will be issued before the date of the EGM, the total number of issued Shares is 1,525,427,998 and the maximum number of Shares which may be issued upon exercise of all Options is 152,542,799.

Purposes of the Share Option Scheme

The Directors considered that the New Share Option Scheme, which will be valid for 10 years from the date of its adoption, will provide the Company with more flexibility in long term planning of granting of the Options to eligible persons in the future. The New Share Option Scheme also provides for no minimum period for holding of Options and no performance target before exercise of Options, and the subscription price shall be determined by the Board, which can provide appropriate incentives or rewards to eligible persons for their contributions or potential contributions to the Group.

Value of the Options

The Directors consider it is inappropriate to value the Options that can be granted under the New Share Option Scheme on the assumption that they had been granted at the Latest Practicable Date, as various determining factors for the calculation of such value cannot be reasonably fixed at this stage. It would not be meaningful and to certain extent would be misleading to the Shareholders if the value of the Options is calculated based on a set of speculated assumptions. However, the information on value of the Option granted in any financial period will be provided to the Shareholders based on Black-Scholes option pricing model, the binomial model or a comparable generally accepted methodology as at the end of the relevant financial period for any interim or final results of the Company.

Adoption of the New Share Option Scheme

A resolution will be proposed at the EGM to approve the adoption of the New Share Option Scheme and to grant the general authority to the Directors to grant Options under the New Share Option Scheme for the subscription of Shares representing up to 10% of the issued share capital of the Company as at the EGM.

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LETTER FROM THE BOARD

EGM

A notice of the EGM which contains the resolution to approve the adoption of the New Share Option Scheme is set out on pages 16 and 17 of this circular.

Whether or not you are able to attend the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Registrar 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 EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder had a material interest in the adoption of the New Share Option Scheme and accordingly, no Shareholder is required to abstain from voting at the EGM.

VOTING BY WAY OF 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 the general 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 EGM shall therefore demand voting on the resolution set out in the notice of the EGM be taken by way of poll pursuant to Article 66 of the articles of association of the Company.

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 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.

RECOMMENDATION

The Directors consider the adoption of the New Share Option Scheme is fair and reasonable and in the best interests of the Company and the Shareholders as a whole. Accordingly, they recommend Shareholders to vote in favour of the resolution proposed at the EGM.

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LETTER FROM THE BOARD

GENERAL

Copy of the scheme document of the New Share Option Scheme is available for inspection during normal business hours on any business day at the principal place of business in Hong Kong of the Company at Unit 3312, 33rd Floor, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong from the date of this circular up to and including the date of EGM.

The English text of this document shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board of

VST HOLDINGS LIMITED Li Jialin

Chairman and Chief Executive Officer

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

This Appendix summaries the principal terms of the New Share Option Scheme but does not form part of, nor is it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme.

The following is a summary of the principal terms of the New Share Option Scheme which is proposed to be adopted by the Company as a share incentive scheme for the Company at the EGM.

1. PURPOSE

The purpose of the New Share Option Scheme is to provide Participants with the opportunity to acquire proprietary interests in the Company and to encourage Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

2. ADMINISTRATION OF THE NEW SHARE OPTION SCHEME

The Share Option Scheme shall be subject to the administration of the Board, and the decision of the Board shall be final and binding on all parties. The Board shall have the right to (i) interpret and construe the provisions of the Scheme, (ii) determine the persons who will be offered Options under the New Share Option Scheme, and the number of Shares and subscription price of the Options, (iii) to make such appropriate and equitable adjustments to the terms of Options granted under the New Share Option Scheme as it deems necessary, and (iv) make such other decisions or determinations as it shall deem appropriate in relation to the grant of Options and/or the administration of the New Share Option Scheme. The interpretation of the New Share Option Scheme by the Board must be in accordance with Chapter 17 of the Listing Rules and any interpretation of the New Share Option Scheme if it amounts to alteration thereof referred to in Paragraph 23 below must comply with the requirements referred to in Paragraph 23 below.

3. WHO MAY JOIN AND ELIGIBILITY OF PARTICIPANTS

The Board may at any time within ten years after the adoption date of the New Share Option Scheme make an offer to any Participant, as the Board may in its absolute discretion select, to take up an Option pursuant to which such Participant may, during the period of the Option, subscribe for such number of Shares as the Board may determine at a subscription price determined in accordance with Paragraph 4 below. A date of making an offer for the grant of Option (‘‘Offer Day’’) shall be a business day.

4. PRICE OF SHARES

The subscription price shall be such price determined by the Board at its absolute discretion and notified to the Participant in the offer but shall be no less than the highest of:

• (i) the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the Offer Date;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (ii) the average closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange for the 5 business days immediately preceding the Offer Date; and

• (iii) the nominal value of a Share on the Offer Date.

5. MAXIMUM NUMBER OF SHARES

• (i) The overall limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and other share option schemes of the Company must not exceed 30% of the Shares in issue from time to time (‘‘Scheme Limit’’).

• (ii) The Shares which may be issued upon exercise of all options to be granted under the Share Option Scheme and other share option schemes of the Company shall not exceed 10% of the Shares in issue upon approval of the New Share Option Scheme (the ‘‘Scheme Mandate Limit’’). Options lapsed in accordance with the terms of the Share Option Scheme shall not be counted for the purpose of calculating the Scheme Mandate Limit.

• (iii) The Company may renew the Scheme Mandate Limit at any time subject to prior Shareholders’ approval. However, the Scheme Mandate Limit as renewed shall not exceed 10% of the Shares in issue as at the date of the aforesaid Shareholders’ approval. Options previously granted under the New Share Option Scheme, and other share option schemes (including those outstanding, cancelled, lapsed in accordance with the schemes or exercised options) shall not be counted for the purpose of calculating the limit as renewed. A circular must be sent to Shareholders in connection with the meeting at which their approval will be sought.

• (iv) The Company may also seek separate Shareholders’ approval for granting Options beyond the Scheme Mandate Limit to Participants specifically identified by the Company before the aforesaid Shareholders’ meeting where such approval is sought. A circular must be sent to Shareholders containing a generic description of the identified Participants, the number and terms of the Options to be granted, the purpose of granting Options to the identified Participants, and how these Options serve such purpose as well as the Directors’ responsibility statement and disclaimer of Hong Kong Exchanges and Clearing Limited and the Stock Exchange as required by the Listing Rules.

• (v) The total number of Shares issued and to be issued upon exercise of the Options granted and to be granted to each Grantee (including both exercised and outstanding Options) in any 12-month period must not exceed 1% of the Shares in issue (the ‘‘Individual Limit’’). Any further grant of Options in excess of the Individual Limit shall be subject to Shareholders’ approval with such Grantee and his associates (as such term is defined in the Listing Rules) abstaining from voting. A circular must be sent to the Shareholders disclosing the identity of the Grantee and the number and terms of the Options

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

previously granted and to be granted as well as the Directors’ responsibility statement and disclaimer of Hong Kong Exchanges and Clearing Limited and the Stock Exchange as required by the Listing Rules. The number and terms of Options to be granted to such Grantee shall be fixed before Shareholders’ approval is sought and the date of the board meeting for proposing such further grant shall be taken as the date of grant of an Option for the purpose of calculating the subscription price.

6. GRANT OF OPTIONS TO CONNECTED PERSONS

The grant of Options to any Director, chief executive or substantial shareholder of the Company or their respective associates shall be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the proposed Grantee of the Option). Where any grant of Options to an independent non-executive Director, substantial shareholder (as that term is defined in the Listing Rules), or any of their respective associates, would result in the Shares issued and to be issued upon exercise of all Options already granted and to be granted (including Options exercised, cancelled and outstanding) to such person in the 12month period up to and including the date of such grant:

• (i) representing in aggregate over 0.1% of the Shares in issue for the time being; and

• (ii) having an aggregate value, based on the closing price of the Shares as stated in the daily quotations sheets issued by the Stock Exchange on the date of grant, in excess of HK$5 million,

such grant of Options shall be approved by the Shareholders (voting by way of poll). All connected persons (as defined in the Listing Rules) of the Company shall abstain from voting at such general meeting, except that any connected person may vote against the relevant resolution at the general meeting provided that his intention to do so has been stated in the circular to be sent to the Shareholders in connection therewith.

7. TIME OF EXERCISE OF OPTIONS

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be notified by the Board to each Grantee but may not be exercised after the expiry of ten years from the Offer Date. The Board may provide restrictions on the exercise of an Option during the period an Option may be exercised.

8. RIGHTS PERSONAL TO GRANTEE

An Option shall be personal to the Grantee and shall not be assignable and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest in favour of any other person over or in relation to any Option.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

9. RIGHTS ON CESSATION OF EMPLOYMENT BY DEATH

If the Grantee who is an employee or executive director but not a non-executive director of the Group, dies before exercising the Option in full and none of the events which would be a ground for termination of his or her employment under Paragraph 11 below then exists, the personal representative(s) of the Grantee shall be entitled within a period of 12 months from the date of death to exercise the Option up to the entitlement of such Grantee as at the date of death, failing which the Option will lapse.

10. RIGHTS ON CESSATION OF EMPLOYMENT FOR OTHER REASONS

If the Grantee who is an employee or director, ceases to be an employee or executive director but not a non-executive director of the Group for any reason other than on his or her death or the termination of his/her employment or directorship on one or more of the grounds specified in Paragraph 11 below, the Option shall lapse on the date of cessation of such employment or directorship and not be exercisable unless the Board otherwise determines in which event the Option shall be exercisable to the extent and within such period as the Board may determine. The date of cessation of employment or directorship shall be the last actual working day on which the Grantee was physically at work with the Company or the relevant Subsidiary, whether salary is paid in lieu of notice or not.

11. RIGHTS ON CESSATION OF EMPLOYMENT BY DISMISSAL

If a Grantee who is an employee or executive director (but not a non-executive director), ceases to be an employee or executive director (but not a non-executive director) of the Group by reason of the termination of his or her employment or directorship on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become bankrupt or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty or on any other ground on which an employer would be entitled to terminate his or her employment summarily, his or her Option will lapse and not be exercisable on the date of termination of his or her employment or directorship.

12. CANCELLATION OF OPTIONS

Any Option granted but not exercised may be cancelled with written consent of the relevant Grantee and the prior approval of the Directors. No approval by Shareholders is required. Where Options are cancelled and new Options are issued to the same Grantee, the issue of such new Options may only be made with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limited.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

13. EFFECTS OF ALTERATIONS TO SHARE CAPITAL

• (i) In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable or the New Share Option Scheme remains in effect, and such event arises from a capitalization of profits or reserves, rights issue, consolidation, sub-division or reduction of the share capital of the Company, then, in any such case the Company shall instruct the auditors or independent financial adviser to the Company to certify in writing the adjustment, if any, that ought in their opinion fairly and reasonably to be made either generally or as regards any particular Grantee, to:

• (a) the number or nominal amount of Shares subject to Option(s) already granted and to the New Share Option Scheme (insofar as it is/they are unexercised); and/or

• (b) the subscription price of any Option(s); and/or

• (c) (unless the relevant Grantee elects to waive such adjustment) the number of Shares comprised in an Option or which remain comprised in an Option;

and an adjustment as so certified by the auditors or the independent financial adviser to the Company shall be made, provided that:

• (i) the auditor or financial adviser shall confirm to the Directors in writing that the adjustment (other than any made on a capitalisation issue) satisfy the requirements set out in the note to Rule 17.03(13) of the Listing Rules;

• (ii) no such adjustment shall be made the effect of which would be to enable a Share to be issued at less than its nominal value;

• (iii) such adjustment must give a Participant the same proportion of the equity capital of the Company as that to which that person was previously entitled; and

• (iv) the issue of securities of the Company as consideration in a transaction shall not be regarded as a circumstance requiring any such adjustment.

• (ii) If there has been any alteration in the capital structure of the Company as referred to in Paragraph (i) above, the Company shall, upon receipt of a notice from a Grantee, inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the auditors or the independent financial adviser to the Company obtained by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the auditors or the independent financial adviser to the Company as soon as practicable thereafter to issue a certificate in that regard in accordance with Paragraph (i) above.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

14. RIGHTS ON A GENERAL OFFER

In the event of a general offer by way of takeover (other than by way of scheme of arrangement) being made to all the holders of Shares (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option either to its full extent or to the extent notified by the Company at any time within such period as shall be notified by the Company.

In the event of a general offer by way of scheme of arrangement being made to all the Shareholders and has been approved by the necessary number of Shareholders at the requisite meetings, the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option either to its full extent or to the extent notified by the Company.

15. RIGHTS ON VOLUNTARY WINDING-UP

In the event a notice is given by the Company to its Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option either to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed Shareholders’ meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.

16. RIGHTS ON COMPROMISE OR ARRANGEMENT

In the event of a compromise or arrangement, other than a scheme of arrangement in connection with a general offer mentioned in Paragraph 14 above, between the Company and its members or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall first give notice to all Grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option either to its full extent or to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.

17. RANKING OF SHARES

The Shares to be allotted and issued upon the exercise of an Option will rank pari passu with the fully paid Shares in issue on the date the name of the Grantee is registered on the register of members of the Company. Prior to the Grantee being registered on the register of members of the

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

Company, the Grantee shall not have any voting rights, or rights to participate in any dividends or distributions of any rights arising on a liquidation of the Company, in respect of the Shares to be issued upon the exercise of the Option.

The Shares issued on exercise of the Options will on issue be identical to the then existing issued Shares.

18. AMOUNT PAYABLE ON ACCEPTANCE

The amount payable on acceptance of an Option is HK$1.00 or such other amount as decided by the Board. The offer of the Option shall be accepted by the Participants within 28 days or such other period as the Board may decide from the date of the offer, otherwise the offer shall deem to have been irrevocably declined.

19. MINIMUM PERIOD OR PERFORMANCE TARGET

Subject to any terms specifically imposed by the Board, there is no minimum period for which an Option must be held before it can be exercised and no performance target which must be achieved before the Options can be exercised.

20. PERIOD OF THE NEW SHARE OPTION SCHEME

Subject to earlier termination by the Company in general meeting or by the Board, the New Share Option Scheme shall be valid and effective for a period of ten years from the date of its adoption, being the date on which the New Share Option Scheme becomes unconditional and effective. After the expiry of the ten-year period, no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in force and effect in respect of the Options granted but not yet exercised at the time of its termination. Options complying with the provisions of Chapter 17 of the Listing Rules which are granted during the life of the New Share Option Scheme and which remain unexpired immediately prior to the end of the ten-year period shall continue to be exercisable thereafter.

21. TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect in respect of Options granted but not yet exercised at the time of its termination. Options complying with the provisions of Chapter 17 of the Listing Rules which are granted during the life of the New Share Option Scheme and which remain unexpired immediately prior to the termination of the operation of the New Share Option Scheme shall continue to be exercisable thereafter.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

22. LAPSE OF OPTIONS

An Option shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:

• (i) the expiry of the Option period;

• (ii) the expiry of the periods referred to in Paragraph 9, 10 or 15 respectively;

• (iii) subject to any court of competent jurisdiction not making an order the effect of which is to prohibit the offeror from acquiring the remaining Shares in the general offer, the expiry of the period referred to in Paragraph 14 above;

• (iv) subject to the scheme of arrangement referred to in Paragraph 14 or 16 above becoming effective, the expiry of the period for exercising an Option relating thereto;

• (v) the date on which the Grantee who is an employee (including an executive director but excluding a non-executive director) ceases to be an employee or director by reason of the termination of his or her employment or directorship on grounds including, but not limited to, misconduct, bankruptcy, insolvency and conviction of any criminal offence;

• (vi) the date of the commencement of the winding-up of the Company; or

• (vii) the date on which the Grantee sells, transfers, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to the Option in breach of the New Share Option Scheme.

23. ALTERATIONS TO THE NEW SHARE OPTION SCHEME

The alteration of the New Share Option Scheme are governed by Chapter 17 of the Listing Rules and the New Share Option Scheme cannot be altered to the advantage of Grantees or prospective Grantees of Options except with the prior sanction of an ordinary resolution of the Company in general meeting with Participants and their associates abstaining from voting. Furthermore, the provisions in the New Share Option Scheme relating to the matters set out in Rule 17.03 of the Listing Rules must not be altered except with the prior approval of the Shareholders in general meeting. Any alteration to the terms and conditions of the New Share Option Scheme which are of a material nature or any change in the terms of Options granted or any change to the authority of the Board must be approved by the Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme. Any amended terms of the New Share Option Scheme or the Options under such scheme must still comply with the relevant requirements of Chapter 17 of the Listing Rules.

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NOTICE OF EGM

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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 856)
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NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of VST Holdings Limited (the ‘‘Company’’) will be held at Conference Room, Unit 3312, 33/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong at 10:30 a.m. on 23 June 2015, for the purpose of considering and, if thought fit, passing the following resolution as ordinary resolution:

ORDINARY RESOLUTION

1. ‘‘THAT

2. (i) subject to the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited of the listing of and permission to deal in the shares (‘‘Shares’’) in the capital of the Company with a par value of HK$0.1 each to be issued and allotted by the Company under the proposed share option scheme of the Company (the ‘‘Scheme’’), the rules of which are set out in a document submitted to the Meeting marked ‘‘A’’ and signed for the purpose of identification by the Chairman, such Scheme be and is hereby approved and adopted as the Company’s share option scheme and the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to take all such steps as they may deem necessary, desirable or expedient to carry into effect, waive or amend the Scheme subject to the terms of the Scheme and Chapter 17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time); and

3. for identification purpose only

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NOTICE OF EGM

• (ii) the Directors be and are hereby authorised to grant options to subscribe for Shares in accordance with the rules of the Scheme up to a maximum of 10% of the Shares in issue as at the date of passing of this resolution, to issue and allot Shares pursuant to the exercise of the options so granted, to administer the Scheme in accordance with its terms and to take all necessary actions incidental thereto as the Directors deem fit.

By order of the board of directors of VST HOLDINGS LIMITED Yue Cheuk Ying Company Secretary

Hong Kong, 8 June 2015

Notes:

1. A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies (if holding two or more shares) to attend and vote in his stead. A proxy need not be a member of the Company.

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

3. In order to be valid, the form of proxy must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or notarially certified copy of that power of attorney or authority, not less than 48 hours before the time for holding the Meeting or any adjourned Meeting.

4. Delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting convened if you so wish and in such event, the form of proxy shall be deemed to be revoked.

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