VSTECS Holdings Limited — Proxy Solicitation & Information Statement 2017

Jun 8, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice for the extraordinary general meeting of VST Holdings Limited is set out on pages 5 and 6 in this circular. A form of proxy for use at the extraordinary general meeting is also enclosed. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.vst.com.hk). Whether or not you intend to attend the extraordinary general meeting, 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 extraordinary general meeting or any adjournment thereof. The return of the form of proxy will not preclude you from attending and voting in person if you so wish.

9 June 2017

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5

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DEFINITIONS

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

“Board”	the board of Directors
“Change of Company Name”	the proposed change of the English name of the Company from
	“VST Holdings Limited” to “VSTECS Holdings Limited” and the
	Chinese name of the Company from “偉仕控股有限公司” to “偉仕
	佳杰控股有限公司”
“Company”	VST Holdings Limited, a company incorporated in the Cayman
	Islands with limited liability, the shares of which are listed on the
	Main Board of the Stock Exchange (stock code: 856)
“Director(s)”	the director(s) of the Company
“ECS”	ECS Holdings Limited, a subsidiary of the Company, a company
	incorporated in Singapore with limited liability
“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 on Tuesday,
	27 June 2017 at 10:30 a.m. for the purpose of considering, and if
	thought fit, approving the Change of Company Name, or any
	adjournment thereof
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	6 June 2017, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Share(s)”	ordinary share(s) of HK$0.10 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 Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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Executive Directors:

Mr. Li Jialin (Chairman and Chief Executive Officer) Mr. Ong Wei Hiam, William Ms. Chow Ying Chi Mr. Chan Hoi Chau Mr. Li Yue Mr. Yao Jie

Non-executive Director: Mr. Liang Xin

Independent non-executive Directors: Mr. Li Wei Mr. Lam Hin Chi Mr. Hung Wai Man Mr. Wang Xiaolong

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

Principal place of business in Hong Kong: Unit 3312, 33rd Floor China Merchants Tower Shun Tak Centre 200 Connaught Road Central Hong Kong

9 June 2017

To the Shareholders,

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 31 May 2017 in respect of the Change of Company Name. The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM regarding the Change of Company Name and to give you a notice of the EGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “VST Holdings Limited” to “VSTECS Holdings Limited” and the Chinese name of the Company from “偉仕控股有限公司” to “偉仕佳 杰控股有限公司”.

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LETTER FROM THE BOARD

Reasons for the Change of Company Name

The Company has acquired approximately 90% of the shares of ECS in 2007. ECS was a public company listed on the Singapore Exchange Securities Trading Limited. In 2015, the Company has successfully privatized ECS and ECS has become a wholly-owned subsidiary of the Company. The proposed Change of Company Name is to reflect the current status of the Group’s business and to better promote the corporate image and the future business development of the Group.

The Board believes that the proposed new English and Chinese names of the Company will provide the Company with better identification of the current business of the Group. As such, the Board is of the view that the proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole.

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

1. the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Name; and

2. the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out all the necessary registration and/or filing procedures with the Registrar of Companies in the Cayman Islands and the Companies Registry in Hong Kong.

In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the shares of the Company will also be changed after the Change of Company Name becoming effective.

Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company shall, after the Change of Company Name having become effective, continue to be evidence of the title of the securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new names of the Company. Once the Change of Company Name becoming effective, new share certificates will be issued only in the new name of the Company and the shares in the Company will be traded under the new stock name.

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LETTER FROM THE BOARD

EGM AND PROXY ARRANGEMENT

The EGM will be held at Conference Room, Unit 3312, 33/F, China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong on Tuesday, 27 June 2017 at 10:30 a.m. for the Shareholders to consider and, if thought fit, approve the Change of Company Name. The notice of EGM is set out on pages 5 and 6 of this circular.

Pursuant to the articles of association of the Company and the Listing Rules, voting by poll is required for any resolution put to vote at the EGM. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required under the Listing Rules to abstain from voting on the resolution regarding the Change of Company Name at the EGM.

A form of proxy for use at the EGM is enclosed with this circular. Whether or not you propose to attend the EGM, you are requested to complete the enclosed form of proxy and return it to the Company’s branch share registrar 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 later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish.

RECOMMENDATION

The Board believes that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolution as set out in the notice of EGM.

Yours faithfully, By Order of the Board VST Holdings Limited Li Jialin

Chairman and Chief Executive Officer

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 on Tuesday, 27 June 2017 at 10:30 a.m. for the following purposes:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “VST Holdings Limited” to “VSTECS Holdings Limited” and the Chinese name of the Company from “偉仕控股有限公司” to “偉仕佳杰控股有限公司” (“ Change of Company Name ”), and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board VST Holdings Limited Yue Cheuk Ying Company Secretary

Hong Kong, 9 June 2017

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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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In order to qualify for attending and voting at the extraordinary general meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 21 June 2017, being the record date for the purpose of determination of entitlement to attend and vote at the extraordinary general meeting.

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