Hatcher Group Limited — Proxy Solicitation & Information Statement 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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VBG INTERNATIONAL HOLDINGS LIMITED 建泉國際控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8365)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of VBG International Holdings Limited (the “ Company ”) will be held at 18/F., Prosperity Tower, 39 Queen’s Road Central, Hong Kong on Tuesday, 15 October 2019 at 10:30 a.m., to consider and, if thought fit, to pass with or without amendments, the following resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) approval be and is hereby granted to the Company entering into the sale and purchase agreement dated 11 June 2019 (as amended and supplemented by a supplemental agreement dated 8 July 2019 and a second supplemental agreement dated 26 August 2019) (the “ SP Agreement ”, a copy of which is tabled at the extraordinary general meeting marked “A” and initialled by the Chairman of the meeting for the purpose of identification) between Cheung I Fai as seller, VBG International Holdings Limited as purchaser, and Cheung I Fai as guarantor in relation to the acquisition of the entire issued shares of Wealth Link Securities Limited, and the performance of all the transactions contemplated under the SP Agreement; and

• (b) the board of directors of the Company be and is hereby authorised to take all steps and do all acts and things and execute all such documents or agreements or deeds as it considers necessary, appropriate desirable or expedient to implement and give full effect to or in connection with the SP Agreement and the transactions contemplated thereunder.”

By order of the Board

VBG International Holdings Limited Hui Ringo Wing Kun Executive Director

Hong Kong, 23 September 2019

• For identification purpose only

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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: 18/F., Prosperity Tower 39 Queen’s Road Central Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the extraordinary general meeting shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her and so appointed shall have the same right as the member to speak at the extraordinary general meeting. A member who is the holder of two or more shares of the Company may appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the extraordinary general meeting is enclosed herewith.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer, attorney or other person duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the extraordinary general meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the extraordinary general meeting or at any adjourned meeting (as the case may be) should they so wish.

• (5) Where there are joint registered holders of any share, any one of such persons may vote at the extraordinary general meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the extraordinary general meeting personally or by proxy, the vote of that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall be accepted to exclusion of the votes of the other joint holders. Several executors or administrators of a deceased member of the Company in whose name any shares stands shall for this purpose be deemed joint holders thereof.

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• (6) For determining the entitlement to attend and vote at the extraordinary general meeting, the register of members of the Company will be closed from Thursday, 10 October 2019 to Tuesday, 15 October 2019, both dates inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the extraordinary general meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 9 October 2019.

As at the date of this notice, the executive Directors are Ms. Wan Ho Yan Letty (chairperson), Mr. Hui Ringo Wing Kun, the non-executive Director is Mr. Wan Chuen Fai, the independent nonexecutive Directors are Mr. Kam Cheuk Fai David, Mr. William Robert Majcher and Mr. Ho Lik Kwan Luke.

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