Weichai Power Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 28, 2025

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, 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 V.S. International Group Limited, you should at once hand this circular and 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.

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.

Capitalised terms used in this circular shall have the same meanings as defined in the section headed "Definitions" in this circular.

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with 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.

---

V.S. INTERNATIONAL GROUP LIMITED
威鍵國際集團有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1002)

(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES, RESELL TREASURY SHARES AND REPURCHASE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) NOTICE OF ANNUAL GENERAL MEETING

---

Notice of the annual general meeting of V.S. International Group Limited to be held at V.S. Industry Berhad's corporate office, No. 88, Jalan I-PARK SAC 5, Taman Perindustrian I-PARK SAC, 81400 Senai, Johor, Malaysia on Tuesday, 10 June 2025 at 11:00 a.m. is set out on pages 13 to 16 of this circular. If you are unable to attend the meeting, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event no later than 48 hours before the time appointed for the holding of the meeting (i.e. 11:00 a.m. on Sunday, 8 June 2025, Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person if you so wish.

29 April 2025

---

CONTENTS

Page

Definitions 1
Letter from the Board 3
Appendix I - Explanatory statement 7
Appendix II - Particulars of Directors for re-election 11
Notice of Annual General Meeting 13

• i -

---

DEFINITIONS

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

“Annual General Meeting” or “AGM”
the annual general meeting of the Company to be held on Tuesday, 10 June 2025 at V.S. Industry Berhad’s corporate office, No. 88, Jalan I-PARK SAC 5, Taman Perindustrian I-PARK SAC, 81400 Senai, Johor, Malaysia at 11:00 a.m.

“AGM Notice”
the notice for convening the Annual General Meeting set out on pages 13 to 16 of this circular

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

“Board”
the board of Directors

“CCASS”
Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

“Company”
V.S. International Group Limited (威賊國際集團有限公司), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Stock Exchange

“Companies Act”
the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands

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

“Extension Mandate”
a general and unconditional mandate to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate

“Group”
the Company and its subsidiaries

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

“HKSCC”
Hong Kong Securities Clearing Company Limited

• 1 -

---

DEFINITIONS

"Issue Mandate"
a general and unconditional mandate to the Directors to exercise the power of the Company to allot, issue or otherwise deal with Shares (including the sale or transfer of treasury shares out of treasury) of up to a maximum of 20% of the total number of issued Shares (excluding treasury shares) in issue as at the date of passing of the relevant resolution at the Annual General Meeting

"Latest Practicable Date"
17 April 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information in this circular

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

"Registrar"
the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, of Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong

"Repurchase Mandate"
a general and unconditional mandate to the Directors to enable them to repurchase Shares the aggregate nominal amount of which does not exceed 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing the relevant resolution at the Annual General Meeting

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
ordinary share(s) of $0.05 each in the capital of the Company

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs by the Securities and Futures Commission in Hong Kong

"treasury shares"
has the meaning ascribed thereto under the Listing Rules

"V.S. Berhad"
V.S. Industry Berhad, a company incorporated in Malaysia, whose shares are listed on Bursa Malaysia Main Market and the holding company of the Company

"$" and "cents"
Hong Kong dollars and cents, respectively

"%"
per cent.

• 2 -

---

LETTER FROM THE BOARD

V.S. INTERNATIONAL GROUP LIMITED

感鋾國際集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1002)

Executive Directors:

Mr. Beh Kim Ling
Mr. Beh Chern Wei
Mr. Zhang Pei Yu (Ms. Beh Hwee Sze as his alternate)

Independent non-executive Directors:

Mr. Tang Sim Cheow
Ms. Fu Xiao Nan
Mr. Wan Mohd Fadzmi

Registered office:

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

Head Office and Principal Place of Business in Hong Kong:

40th Floor
Jardine House
1 Connaught Place
Hong Kong

29 April 2025

To the Shareholders

Dear Sir/Madam

(1) GRANT OF GENERAL MANDATES TO ISSUE SHARES, RESELL TREASURY SHARES AND REPURCHASE SHARES

(2) RE-ELECTION OF DIRECTORS

1. INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. Resolutions to be proposed at the Annual General Meeting include: (a) ordinary resolutions relating to the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and (b) ordinary resolutions relating to the re-election of the retiring Directors.

Pursuant to the Listing Rules, the Company is required to provide you with information reasonably necessary to enable you to make an informed decision as to whether to vote for or against the resolutions to be proposed at the Annual General Meeting. This circular is also prepared for such purpose.

---

LETTER FROM THE BOARD

2. GRANT OF ISSUE MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given the Issue Mandate, i.e. a general and unconditional mandate to allot, issue or otherwise deal with new Shares (including the sale or transfer of treasury shares out of treasury) of up to 20% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution. As at the Latest Practicable Date, a total of 2,511,084,792 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company for the period from the Latest Practicable Date up to and including the date of the Annual General Meeting, the Company will be allowed under the Issue Mandate to issue a maximum of 502,216,958 Shares, representing approximately 20% of the Shares (excluding treasury shares) in issue as at the Latest Practicable Date. The Company did not have any treasury shares as at the Latest Practicable Date.

3. REPURCHASE MANDATE AND EXTENSION MANDATE

At the Annual General Meeting, an ordinary resolution will also be proposed to give the Directors the Repurchase Mandate, i.e. a general and unconditional mandate to exercise all powers of the Company to repurchase, on the Stock Exchange or on any other stock exchange on which the Shares may be listed, shares of up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of passing of the relevant resolution.

In addition, an ordinary resolution regarding the Extension Mandate will be proposed at the Annual General Meeting providing that any Shares repurchased under the Repurchase Mandate (up to a maximum of 10% of the total number of issued Shares (excluding treasury shares) as at the date of the grant of the Repurchase Mandate) will be added to the total number of Shares which may be allotted and issued under the Issue Mandate.

Each of the Issue Mandate and the Repurchase Mandate would expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company; (b) the end of the period within which the Company is required by the Companies Act or the Articles to hold its next annual general meeting; and (c) when revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

Under the Listing Rules, the Company is required to give to all Shareholders all information which is reasonably necessary to enable Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the Annual General Meeting. An explanatory statement for such purpose is set out in Appendix I to this circular.

4. ACTIONS TO BE TAKEN

Set out on pages 13 to 16 of this circular is the AGM Notice. At the Annual General Meeting, resolutions will be proposed to approve, among other matters, the following:

(a) the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; and

---

LETTER FROM THE BOARD

(b) the re-election of Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, 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. Therefore, the chairman of the Annual General Meeting will demand a poll for each and every resolution put forward at the Annual General Meeting. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the commencement of the Annual General Meeting.

You will find enclosed with this circular a form of proxy for use at the Annual General Meeting. Whether or not you are able to attend the Annual General Meeting in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event no later than 48 hours before the time for the Annual General Meeting (i.e. 11:00 a.m. on Sunday, 8 June 2025, Hong Kong time) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

5. RECOMMENDATION

The Directors believe that the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate are in the best interests of the Company and the Shareholders as a whole.

The Directors believe that an exercise of the Issue Mandate will enable the Company to take advantage of market conditions to raise additional capital for the Company.

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

An exercise of the Repurchase Mandate in full could have a material adverse impact on the working capital and gearing position of the Company compared with that as at 31 December 2024, being the date of its latest audited consolidated accounts. The Directors do not, however, intend to make any repurchase in circumstances that would have a material adverse impact on the working capital or gearing position of the Company.

Accordingly, the Directors recommend that all Shareholders should vote in favour of the ordinary resolutions approving the grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate at the Annual General Meeting.

6. RE-ELECTION OF DIRECTORS

In accordance with Article 108(A) of the Articles, Ms. Fu Xiao Nan and Mr. Wan Mohd Fadzmi will retire as Directors by rotation and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

---

LETTER FROM THE BOARD

Certain particulars of both of Ms. Fu Xiao Nan and Mr. Wan Mohd Fadzmi are set out in Appendix II to this circular.

7. CLOSURE OF THE REGISTER OF MEMBERS

In order to determine the Shareholders who are eligible to attend the Annual General Meeting, the register of members of the Company will be closed from Thursday, 5 June 2025 to Tuesday, 10 June 2025 (both dates inclusive) during which period no transfer of Shares will be registered.

Shareholders are reminded that in order to qualify for voting at the Annual General Meeting, all transfers of Shares accompanied by the relevant share certificate and transfer forms must be lodged with the Registrar no later than 4:30 p.m. on Wednesday, 4 June 2025.

8. ADDITIONAL INFORMATION

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

V.S. International Group Limited

Beh Kim Ling

Chairman

---

APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide the requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SECURITIES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their shares on the Stock Exchange and any other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

1. SHARE CAPITAL

As at Latest Practicable Date, there were a total of 2,511,084,792 Shares in issue.

Subject to the passing of the proposed resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 251,108,479 Shares, representing approximately 10% of the issued Shares (excluding treasury shares) as at the Latest Practicable Date.

1. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares are listed. Share repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

1. FUNDING OF REPURCHASES

Repurchase made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Articles, the Companies Act and other applicable laws of the Cayman Islands. A listed company may not repurchase its own securities on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Companies Act, repurchases by the Company may only be made out of profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account or, if so authorised by the Articles and subject to the provisions of the Companies Act, out of capital.

• 7 -

---

APPENDIX I

EXPLANATORY STATEMENT

Taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2024, being the date of its latest audited consolidated financial statements. However, the Directors do not intend to make any repurchases to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the months preceding the Latest Practicable Date were as follows:

2024	Highest $	Lowest $
April	0.089	0.061
May	0.095	0.069
June	0.098	0.074
July	0.096	0.050
August	0.078	0.054
September	0.079	0.061
October	0.082	0.060
November	0.077	0.065
December	0.074	0.060
2025
January	0.074	0.058
February	0.089	0.058
March	0.090	0.060
April (Note)	0.069	0.050

Note: up to the Latest Practicable Date

6. THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

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

---

APPENDIX I

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, V.S. Berhad and parties acting in concert with it (the “Concert Group”) held 1,465,861,534 Shares, representing approximately 58.38% of the existing issued Shares. On the basis that there were 2,511,084,792 Shares in issue as at the Latest Practicable Date and assuming that there will be no issue or repurchase of Shares prior to the date of the Annual General Meeting, if the Repurchase Mandate were exercised in full, the percentage shareholding in the Company of the Concert Group would increase to approximately 64.87% of the existing issued Shares. On the basis of the shareholding of the Concert Group as at the Latest Practicable Date, such increase will give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent that would result in any takeover obligation of any party.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

At the Latest Practicable Date, save as disclosed above, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchase of Shares under the Repurchase Mandate.

7. SHARE REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

8. GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell to the Company or its subsidiaries any of the Shares in the Company if the Repurchase Mandate is approved at the Annual General Meeting.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make repurchase of the Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules, applicable laws of the Cayman Islands and the regulations set out in the memorandum of association of the Company and the Articles.

As at the Latest Practicable Date, no core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell any Shares to the Company nor has any such core connected person undertaken not to sell any Shares held by him/her/ it to the Company in the event that the Repurchase Mandate is approved at the Annual General Meeting.

The Directors confirmed that neither this explanatory statement nor the Repurchase Mandate has any unusual features.

---

APPENDIX I

EXPLANATORY STATEMENT

The Shares repurchased by the Company may be held as treasury shares or may be cancelled subject to, among others, market conditions and its capital management needs at the relevant time of the repurchase(s), which may change due to actual circumstances of the Company. The Shareholders and potential investors should pay attention to any announcement to be published by the Company in future, including but not limited to, any next day disclosure return (which shall identify, among others, the number of repurchased Shares that are to be held in treasury or cancelled upon settlement of such repurchase) and relevant monthly return.

For any treasury shares of the Company deposited with CCASS pending resale on the Stock Exchange, the Company shall, upon approval by the Board implement the following interim measures, including:

(i) procuring its broker not to give an instructions to HKSCC to vote at general meetings for the treasury shares deposited with CCASS;

(ii) in the case of dividends or distributions (if any and where applicable), withdrawing the treasury shares from CCASS, and either re-registering them in its own name as treasury shares or cancel them, in each case before the relevant record date for the dividend or distributions; or

(iii) taking any other measures to ensure that it will not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury shares.

The listing of all Shares which are purchased by the Company (whether on the Stock Exchange or otherwise) but not held as treasury shares shall be automatically cancelled upon repurchase. The Company shall ensure that the documents of title of these repurchased Shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such repurchase.

• 10 -

---

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

The particulars of the Directors eligible for re-election at the Annual General Meeting are set out below:

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. Fu Xiao Nan ("Ms. Fu")

Ms. Fu Xiao Nan, aged 54, was appointed as an independent non-executive Director on 12 June 2015. Ms. Fu holds a master's degree in finance and has over 20 years of investment banking experience in the capital markets of the People's Republic of China. She has been a sponsor representative registered with China Securities Regulatory Commission since 2007.

Ms. Fu is currently a partner of Phoenix Investment Company, which was incorporated in the People's Republic of China in March 2016. She joined Huatai United Securities Co., Ltd. in May 2011 and left in March 2016. Prior to joining Huatai United Securities Co., Ltd., Ms. Fu held senior management positions in various investment banks. From June 2008 to March 2010, Ms. Fu acted as an independent non-executive director of Blue Star Cleaning Co., Ltd. (now known as Chengdu Xingrong Environment Co., Ltd.), a company listed on the Shenzhen Stock Exchange (stock code: 000598). From December 2012 to March 2023, Ms. Fu also served as an independent non-executive director of the United Laboratories International Holdings Limited, a company listed on the Main Board of Stock Exchange (stock code: 3933).

Save as disclosed above, Ms. Fu has not been a director of any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Ms. Fu has not previously held any position with the Company or any of its subsidiaries. She has no relationship with any other directors, senior management or substantial or controlling shareholders of the Company (as defined in the Listing Rules).

Ms. Fu has entered into an appointment letter with the Company for a fixed term of one year commencing from 12 June 2015, unless terminated by not less than two months' notice in writing served by either party to the other, is renewable automatically for successive terms of one year each commencing from the day immediately after expiry of the then current term. Ms. Fu is currently entitled to an annual director's fee of $100,000 which is determined with reference to her performance and contribution to the Group.

As at the Latest Practicable Date, Ms. Fu does not have any interests in the securities of the Company with the meaning of Part XV of the SFO. Ms. Fu was not related to any other directors, senior management, substantial shareholders or controlling shareholders of the Company as at the Latest Practicable Date.

Mr. Wan Mohd Fadzmi ("Mr. Fadzmi")

Mr. Wan Mohd Fadzmi, aged 59, was appointed as an independent non-executive Director on 1 September 2023. Mr. Fadzmi has served as an independent non-executive director and the chairman of the nomination committee of Hap Seng Consolidated Berhad (a company listed on the Main Market of Bursa Malaysia Berhad, stock code: 3034) since November 2017. Additionally, Mr. Fadzmi is currently an independent non-executive director at Zurich General Takaful Malaysia Berhad and Malaysia Rating Corporation Berhad, and an independent non-executive director and the chairman of the board of directors of Sumitomo Mitsui Banking Corporation Malaysia Berhad (a subsidiary of Sumitomo Mitsui Banking Corporation).

---

APPENDIX II

PARTICULARS OF DIRECTORS FOR RE-ELECTION

Mr. Fadzmi holds a bachelor of construction economics from RMIT University and attended the Advanced Management Program at The Wharton Business School, University of Pennsylvania and the Senior Executive Finance Program at the University of Oxford.

Mr. Fadzmi is a seasoned professional banker with over 25 years of extensive domestic and international experience. He held various senior management positions including the chief executive and country heads for the bank's operations in London, New York and Hong Kong.

He was a director of global financial banking strategic business group at RHB Bank Berhad from July 2010 to June 2011 before assuming the position as the president/chief executive officer at Bank Pertanian Malaysia Berhad (Agrobank) from July 2011 to August 2017. Between 2018 and 2020, he was an independent non-executive director of Chemical Company of Malaysia Berhad (a company previously listed on the Main Market of Bursa Malaysia Berhad with stock code: 2879, which was delisted in 2021). Between 2020 and 2021, he was a non-independent and non-executive director of Malaysian Bulk Carriers Berhad (a company listed on the Main Market of Bursa Malaysia Berhad, stock code: 5077). Mr. Fadzmi has received numerous accolades, awards and recognitions for his efforts and contributions. In 2016, he was recognised as CEO of the Year by Global Islamic Finance Awards (GIFA) in Jakarta. Furthermore, in 2017, he was awarded the Islamic Retail Banking Leadership Award at the 3rd Islamic Retail Banking Awards in Dubai.

Mr. Fadzmi has entered into an appointment letter with the Company for an initial term of one year commencing from 1 September 2023 and, unless terminated by not less than two months' notice in writing served by either party to the other, is renewable automatically for successive terms of one year each commencing from the day immediately after expiry of the then current term. Pursuant to the appointment letter, Mr. Fadzmi is entitled to an annual director's fees of $100,000, which was determined with reference to his expected duties and responsibilities. Mr. Fadzmi is also subject to retirement by rotation and re-election in the general meetings of the Company in accordance with the Articles.

As at the Latest Practicable Date, Mr. Fadzmi does not have any interests in the securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to the re-election of each of Ms. Fu and Mr. Fadzmi as Director and there is no information which is discloseable nor is/was any of Ms. Fu and Mr. Fadzmi involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

---

NOTICE OF ANNUAL GENERAL MEETING

V.S. INTERNATIONAL GROUP LIMITED

感鍵國際集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1002)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of V.S. International Group Limited ("Company") will be held at V.S. Industry Berhad's corporate office, No. 88, Jalan I-PARK SAC 5, Taman Perindustrian I-PARK SAC, 81400 Senai, Johor, Malaysia on Tuesday, 10 June 2025 at 11:00 a.m. for the following purposes:

1. to receive and approve the audited consolidated financial statements and the reports of the directors ("Directors") of the Company and the Company's auditors for the seventeen months period ended 31 December 2024;

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

(a) to re-elect Ms. Fu Xiao Nan as an independent non-executive Director;

(b) to re-elect Mr. Wan Mohd Fadzmi as an independent non-executive Director; and

(c) to authorise the board of Directors to fix the Directors' remuneration;

1. to re-appoint the Company's auditors and to authorise the board of Directors to fix their remuneration;

and, as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

1. "THAT:

(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, and to sell and/or transfer Shares out of treasury that are held as treasury shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• 13 -

---

NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options, including warrants to subscribe for shares in the Company, which might require the exercise of such powers after the end of the Relevant Period;

(c) the total number of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise), and treasury shares sold and/or transferred or agreed conditionally or unconditionally to be sold and/or transferred by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of shares (including the sale and/or transfer of any Shares out of treasury and are held as treasury shares) in the Company in lieu of the whole or part of a dividend on shares in the Company in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares in the Company shall not exceed the aggregate of:

(aa) 20 per cent. of the total number of shares of the Company in issue (excluding treasury shares) on the date of the passing of this resolution; and

(bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the total number of shares of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares) on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(d) for the purposes of this resolution:

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

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) ("Companies Act") of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

---

NOTICE OF ANNUAL GENERAL MEETING

"Rights Issue" means an offer of shares in the Company, or offer or issue of warrants, options or other securities giving rights to subscribe for shares in the Company open for a period fixed by the Directors to holders of shares in the Company whose names appear on the Company's register of members on a fixed record date in proportion to their then holdings of shares in the Company (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).

5. "THAT:

(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all powers of the Company to purchase shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange, the Companies Act and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

(b) the total number of shares in the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period shall not exceed 10 per cent. of the total number of shares of the Company in issue (excluding treasury shares) as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

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

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

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Act or any other applicable law of the Cayman Islands to be held; and

(iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution."

1. "THAT conditional on the passing of resolutions numbered 4 and 5 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4 above be and it is hereby extended by the addition to the total number of shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of a number representing the total number of shares of the Company

---

NOTICE OF ANNUAL GENERAL MEETING

purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 5 above.”

Yours faithfully
For and on behalf of the Board of Directors
V.S. International Group Limited
Beh Kim Ling
Chairman

Zhuhai, the People’s Republic of China
29 April 2025

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

Head office and principal place of business in Hong Kong:
40th Floor
Jardine House
1 Connaught Place
Hong Kong

Notes:

1. A shareholder entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the meeting. A proxy need not be a member of the Company but must be present in person to represent him.

2. 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 notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited (“Branch Registrar”) of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the time of the meeting (i.e. 11:00 a.m. on Sunday, 8 June 2025, Hong Kong time) or any adjournment thereof.

3. The register of members of the Company will be closed from Thursday, 5 June 2025 to Tuesday, 10 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for voting at the meeting convened by the above notice, all transfers of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Branch Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 4 June 2025.

4. In relation to the proposed resolutions numbered 4 and 6 above, approval is being sought from the shareholders for the grant to the Directors of a general mandate to authorise the allotment and issue of shares under the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”). The Directors have no immediate plans to issue any new shares other than shares which may fall to be issued under the share option scheme of the Company.

5. In relation to the proposed resolution numbered 5 above, the Directors wish to state that they will exercise the powers conferred thereby to purchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in a circular to the shareholders.

6. As at the date of this notice, the board of Directors comprises Mr. Beh Kim Ling, Mr. Beh Chern Wei and Mr. Zhang Pei Yu (Ms. Beh Hwee Sze as his alternate) as executive Directors, and Mr. Tang Sim Cheow, Ms. Fu Xiao Nan and Mr. Wan Mohd Fadzmi as independent non-executive Directors.

7. 16 -