Vico International : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Vico International Holdings Limited, you should at once hand this circular, together with the enclosed 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.

Vico International Holdings Limited

域高國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1621)

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Vico International Holdings Limited to be held at 701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace, Central, Hong Kong on Monday, 6 September 2021 at 2:00 p.m. is set out on pages 13 to 16 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.vicointernational.hk).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company as soon as possible but in any event not less than 48 hours before the time of holding the Annual General Meeting (i.e. not later than 2:00 p.m. on Saturday, 4 September 2021, Hong Kong time) or any adjournment thereof. Delivery of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting and, in such event, the form of proxy shall be deemed to be revoked.

23 July 2021

		CONTENTS
			Page
Definitions . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Issue Shares. . . . . . . . . . . . . . . . . . . . .	5
5.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	- Details of the Retiring Directors Proposed to be
		Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . .	7
Appendix II	- Explanatory Statement on the Share Repurchase Mandate . . . . . . . . .	10
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	701-702, One Lyndhurst Tower, No. 1 Lyndhurst Terrace,
	Central, Hong Kong on Monday, 6 September 2021 at 2:00
	p.m., to consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on
	pages 13 to 16 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in force
"Board"	the board of Directors
"BVI"	the British Virgin Islands
"Company"	Vico International Holdings Limited, an exempted company
	incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on the Main Board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"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
"Issuance Mandate"	as defined in paragraph 4 of the Letter from the Board on page
	5 of this circular
"Latest Practicable Date"	16 July 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information in
	this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Max Fortune"	Max Fortune Holdings Limited (駿朗控股有限公司), a
	company incorporated under the laws of the BVI on 21 March
	2017 with limited liability, which is owned by Mr. Hui Pui
	Sing, Ms. Tong Man Wah and Mr. Hui Yip Ho Eric as to 35%,
	35% and 30%, respectively

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	DEFINITIONS
"Repurchase Mandate"	as defined in paragraph 3 of the letter from the Board on page
	4 of this circular
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.01 each in the issued capital of the
	Company or if there has been a subsequent sub-division,
	consolidation, reclassification or reconstruction of the share
	capital of the Company, shares forming part of the ordinary
	equity share capital of the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers approved by the
	Securities and Futures Commission as amended from time to
	time
"%"	per cent

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LETTER FROM THE BOARD

Vico International Holdings Limited

域高國際控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1621)

Executive Directors:	Registered Office:
Mr. Hui Pui Sing (Chairman)	Second Floor, Century Yard
Ms. Tong Man Wah	Cricket Square, P.O. Box 902
Mr. Hui Yip Ho Eric (Chief Executive Officer)	Grand Cayman, KY1-1103
Ms. Hui Wing Man Rebecca	Cayman Islands
Mr. Kong Man Ho
	Head office and principal place of
Non-executive Director:	business in Hong Kong:
Mr. Wong Chun Man	Unit D, 11/F, Billion Plaza II
	No. 10 Cheung Yue Street
Independent Non-executive Directors:	Cheung Sha Wan
Mr. Chan Ching Sum	Hong Kong
Mr. Tse Yung Hoi
Mr. Leung Ho Chi
	23 July 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF THE ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting.

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