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

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域高国际控股有限公司 (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 THE ANNUAL GENERAL MEETING A notice convening the Annual General Meeting of Vico International Holdings Limited to be held at 2102 21/F.World-Wide House No. 19 Des Voeux Road Central Central Hong Kong on Wednesday 11 September 2024 at 2:00 p.m. is set out on pages 14 to 17 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 17/F Far East Finance Centre 16 Harcourt Road 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 Monday 9 September 2024 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. 15 July 2024CONTENTS 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 . . . . . . . . . 11 Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 – i –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 2102 21/F. World-Wide House No. 19 Des Voeux Road Central Central Hong Kong on Wednesday 11 September 2024 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 14 to 17 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 “CCASS” Central Clearing and Settlement System “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” 5 July 2024 being the latest practicable date prior to the publication 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 (骏朗控股有限公司) 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 – 1 –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 “treasury Shares” has the meaning ascribed to it under the Listing Rules which come into effect on 11 June 2024 “%” per cent – 2 –LETTER FROM THE BOARD Vico International Holdings Limited域高国际控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 1621) Executive Directors: Registered Office: Mr. Hui Pui Sing (Chairman) Third 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 Mr. Kong Man Ho Cayman Islands Non-executive Director: Head office and principal place of Mr. Wong Chun Man business in Hong Kong: Unit D 11/F Billion Plaza II Independent Non-executive Directors: No. 10 Cheung Yue Street Mr. Chan Ching Sum Cheung Sha Wan Mr. Leung Ho Chi Hong Kong Ms. Ng Wing Sze Vince 15 July 2024 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.– 3 –LETTER FROM THE BOARD 2. PROPOSED RE-ELECTION OF RETIRING DIRECTORS In accordance with Article 83(3) of the Articles of Association Ms. Ng Wing Sze Vince who has been appointed by the Board to fill casual vacancy will hold office until the Annual General Meeting. In accordance with Article 84 of the Articles of Association Ms. Tong Man Wah Mr. Wong Chun Man and Mr. Chan Ching Sum will retire at the Annual General Meeting. All the retiring directors being eligible will offer themselves for re-election at the Annual General Meeting.The Nomination Committee of the Company (the “Nomination Committee”) has reviewed the structure and composition of the Board the confirmations and disclosures given by the Directors the qualifications skills and experience time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Policy and the Company’s corporate strategy and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all the retiring Directors including the independent non-executive Directors namely Mr.Chan Ching Sum and Ms. Ng Wing Sze Vince who are due to retire at the Annual General Meeting. The Board considers that Mr. Chan Ching Sum and Ms. Ng Wing Sze Vince are independent in accordance with the independence guidelines set out in Rule 3.13 of the Listing Rules and will continue to bring valuable business experience knowledge and professionalism to the Board for its efficient and effective functioning and diversity.Details of the retiring Directors are set out in Appendix I to this circular. 3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES At the annual general meeting of the Company held on 28 September 2023 a general unconditional mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of such resolution (i.e. a total of 100000000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (the “Repurchase Mandate”). The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Repurchase Mandate.An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate is set out in Appendix II to this circular.– 4 –LETTER FROM THE BOARD 4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES At the annual general meeting of the Company held on 28 September 2023 a general unconditional mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of a new general mandate to the Directors to allot issue or deal with additional Shares (including any sale or transfer of treasury Shares out of treasury) of not exceeding 20% of the total number of issued Shares (excluding any treasury Shares) as at the date of passing of such resolution (i.e. a total of 200000000 Shares on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting) (the “Issuance Mandate”). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Repurchase Mandate will also be proposed at the Annual General Meeting.The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Issuance Mandate. 5. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT The notice of the Annual General Meeting is set out on pages 14 to 17 of this circular.Pursuant to the Listing Rules and the Articles of Association any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.A form of proxy for use at the Annual General Meeting is enclosed with this circular and 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). To be valid the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited together with the power of attorney or other authority if any under which it is signed or a certified copy of such power or authority at the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road 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 appointed for holding the Annual General Meeting (i.e. not later than 2:00 p.m. on Monday 9 September 2024 Hong Kong time) or any adjourned thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting and in such event the form of proxy shall be deemed to be revoked.– 5 –LETTER FROM THE BOARD 6. RECOMMENDATION The Directors consider that the proposed re-election of retiring Directors and granting of the Repurchase Mandate and the Issuance Mandate are in the interests of the Company and the Shareholders. Accordingly the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.Yours faithfully For and on behalf of the Board Vico International Holdings Limited Hui Pui Sing Chairman and Executive Director – 6 –APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING The following are details of the Directors who will retire and being eligible offer themselves for re-election at the Annual General Meeting. (1) Ms. TONG Man Wah (汤敏华) aged 62 Ms. Tong Man Wah (“Ms. Tong”) was appointed as a Director on 24 March 2017 and was re-designated as an executive Director on 23 June 2017. Ms. Tong is a director of Billion Faith (Hong Kong) Limited (“Billion Faith”) Carmen Logistics Grand Wealthy Tien Fung Hong Holdings Limited (“Tien Fung Hong”) and Yee Sing Hong and the administration manager of Yee Sing Hong and Yee Sing Logistics. She is primarily responsible for overseeing the administration and developing strategies in relation to distribution brand building and supplier relationships of the Group.She has over 39 years of experience in the sales and distribution of diesel lubricant oil and other petrochemical products. She worked in a company established by Mr. Hui whose principal business is the sale of hydrocarbon oils since 1985 responsible for the operations of the sale and distribution of petrochemical products and thereafter continued to assist Mr. Hui in the sale and distribution of diesel and other petrochemical products of the Group. She graduated from St. Marino Secondary School in 1980. Ms. Tong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.Pursuant to the service contract entered into between the Company and Ms. Tong her current term of office is 3 years commencing from 5 March 2024 until terminated by not less than 3 months’ notice in writing served by either party on the other. She is also subject to the re-election provisions under the Articles of Association.Ms. Tong is entitled to a salary of HK$1235000 per annum with effect from 1 April 2024 and a discretionary bonus as may be determined by the Board from time to time the amount of which is determined with reference to the operating results of the Group and her performance. Ms. Tong is also eligible to be granted options to subscribe for Shares under the Share Option Scheme of the Company.Ms. Tong is the spouse of Mr. Hui and the mother of Mr. Eric Hui and Ms. Hui.As far as the Directors are aware 730000000 Shares were held by Max Fortune a controlling Shareholder (as defined in the Listing Rules). Max Fortune was owned by Mr. Hui Ms. Tong and Mr.Eric Hui as to 35% 35% and 30% respectively. As such as at the Latest Practicable Date Ms. Tong was deemed to be interested in 730000000 Shares held by Max Fortune pursuant to Part XV of the SFO.Save as disclosed above Ms. Tong does not have any relationship with any other Directors substantial Shareholders (as defined in the Listing Rules) controlling Shareholders (as defined in the Listing Rules) or senior management of the Company.As far as the Directors are aware there is no information of Ms. Tong to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Tong that need to be brought to the attention of the Shareholders.– 7 –APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING (2) Mr. WONG Chun Man (王俊文) aged 48 Mr. Wong Chun Man (“Mr. Wong”) was appointed as a non-executive Director on 1 April 2019.Mr. Wong obtained his bachelor’s degree in business administration from The Chinese University of Hong Kong in 1999. He has more than 23 years of experience in the field of finance. He has attained the professional qualifications of the Royal Institution of Chartered Surveyors the American Institute of Certified Public Accountants and Chartered Financial Analyst.Mr. Wong was an independent non-executive director of Zhaobangji Lifestyle Holdings Limited (stock code: 1660) from March 2018 to March 2024. Mr. Wong was an executive director of Fullwealth International Group Holdings Limited (stock code: 1034) from January 2021 to May 2023 and a non-executive director of TOMO Holdings Limited (stock code: 6928) from July 2021 to February 2023. The above companies are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).Pursuant to the letter of appointment with the Company Mr. Wong’s term of office is one year commencing from 1 April 2024 until terminated by not less than 2 months’ notice in writing served by either party on the other. He is also subject to the re-election provisions under the Articles of Association.Mr. Wong is not entitled to any annual director’s fee. He is also eligible to be granted options to subscribe for Shares under the Share Option Scheme of the Company.Save as disclosed above Mr. Wong does not have any relationship with any other Directors substantial Shareholders (as defined in the Listing Rules) controlling Shareholders (as defined in the Listing Rules) or senior management of the Company.As far as the Directors are aware as at the Latest Practicable Date Mr. Wong was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.As far as the Directors are aware there is no information of Mr. Wong to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Wong that need to be brought to the attention of the Shareholders.– 8 –APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING (3) Mr. CHAN Ching Sum (陈政深) aged 44 Mr. Chan Ching Sum (“Mr. Chan”) was appointed as an independent non-executive Director on 12 April 2020 and a member of each of the audit committee and nomination committee. Mr. Chan graduated from the Hong Kong Baptist University with a first class honor in bachelor of Journalism and minor in Religions and Philosophy in 2007 and obtained a master’s degree in Finance (Investment Management) from the Hong Kong Polytechnic University in 2016. Mr. Chan has over 15 years’ experience in financial media and commentary field and is currently working in Eddid Securities and Futures Limited which is a licensed institution under Securities and Futures Commission (SFC) as an executive director. He is responsible for retail sales marketing and corporate communications in the institution. Mr. Chan is a responsible officer under SFC who is eligible to perform certain types of regulated activities including Type 1 (dealing in securities) Type 2 (dealing in futures contracts) Type 4 (advising on securities) and Type 5 (advising on future contracts) regulated activities. Mr. Chan has several professional qualifications in accountancy. He is an International Affiliate of Hong Kong Institute of Certified Public Accountant (HKICPA) a member of Institute of Public Accountant (IPA) Australia and Associate of Institute of Financial Accountant (IFA) UK.Pursuant to the letter of appointment with the Company Mr. Chan’s term of office is one year commencing from 12 April 2024 until terminated by not less than 2 months’ notice in writing served by either party on the other. He is also subject to the re-election provisions under the Articles of Association.Mr. Chan is entitled to an annual director’s fee of HK$120000. He is also eligible to be granted options to subscribe for Shares under the Share Option Scheme of the Company.Save as disclosed above Mr. Chan does not hold any directorship in any public companies where the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years or any other positions with the Company and other members of the Group or have other major appointments and professional qualifications.As far as the Directors are aware as at the Latest Practicable Date Mr. Chan was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.As far as the Directors are aware there is no information of Mr. Chan to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders.– 9 –APPENDIX I DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING (4) Ms. NG Wing Sze Vince (吴颖思) aged 32 Ms. Ng Wing Sze Vince (“Ms. Ng”) was appointed as an independent non-executive Director on 1 March 2024 and a member of each of the Audit Committee and Remuneration Committee.Ms. Ng obtained a bachelor’s degree in business administration from The Chinese University of Hong Kong in 2015. She is a member of the Institute of Chartered Accountants in England and Wales (ICAEW).Ms. Ng started her career providing assurance services including providing audit services for corporations in the logistics and consumer industries. Ms. Ng has over 9 years of experience in both management consulting and financial industry roles and is currently working as a manager in a consulting firm. Her management consulting expertise spans large-scale finance transformation target operating model design go-to-market strategies cost optimization merger integration and regulatory change programs. She also has experience managing global and regional scale projects including strategic goals alignment with stakeholders across diverse business functions.In addition Ms. Ng has in-house financial industry experience working as a corporate strategic development manager in a financial institution. Her experience encompasses executing large-scale strategic projects such as building a market expansion strategy in the Greater Bay Area and fostering strategic partnerships with banks and technology companies.Pursuant to the letter of appointment with the Company Ms. Ng’s term of office is one year commencing from 1 March 2024 until terminated by not less than 2 months’ notice in writing served by either party on the other. She is also subject to the re-election provisions under the Articles of Association.Ms. Ng is entitled to an annual director’s fee of HK$120000. She is also eligible to be granted options to subscribe for Shares under the Share Option Scheme of the Company.Save as disclosed above Ms. Ng does not hold any directorship in any public companies where the securities of which are listed on any securities markets in Hong Kong or overseas in the last three years or any other positions with the Company and other members of the Group or have other major appointments and professional qualifications.As far as the Directors are aware as at the Latest Practicable Date Ms. Ng was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.As far as the Directors are aware there is no information of Ms. Ng to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Ng that need to be brought to the attention of the Shareholders.– 10 –APPENDIX II EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate. 1. SHARE CAPITAL As at the Latest Practicable Date the issued share capital of the Company comprised 1000000000 Shares. Subject to the passing of the ordinary resolution set out in item 8 of the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting i.e. being 1000000000 Shares the Directors would be authorized under the Repurchase Mandate to repurchase during the period in which the Repurchase Mandate remains in force a total of 100000000 Shares representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting. 2. REASONS FOR REPURCHASE OF SHARES The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.Repurchase of Shares may depending on the 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 a repurchase will benefit the Company and the Shareholders. 3. FUNDING OF SHARE REPURCHASE The Company may only apply funds legally available for Share repurchase in accordance with its Articles of Association the laws of the Cayman Islands and/or any other applicable laws as the case may be. 4. IMPACT OF REPURCHASE There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2023) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However the Directors do not intend to exercise the Repurchase Mandate to such extent as would in the circumstances have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.– 11 –APPENDIX II EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE 5. MARKET PRICES OF SHARES The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows: Month Highest Lowest HK$ HK$ 2023 July 0.089 0.082 August 0.086 0.072 September 0.099 0.066 October 0.074 0.060 November 0.089 0.062 December 0.082 0.068 2024 January 0.072 0.066 February 0.078 0.062 March 0.078 0.062 April 0.077 0.062 May 0.074 0.065 June 0.083 0.066 July (up to the Latest Practicable Date) 0.072 0.070 6. GENERAL To the best of their knowledge and having made all reasonable enquiries none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.The Company may cancel such repurchased Shares or hold them as treasury Shares subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.The Company will register the Shares repurchased as treasury Shares in its own name in accordance with the applicable laws of the Cayman Islands.– 12 –APPENDIX II EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE For any treasury Shares deposited with CCASS pending resale on the Stock Exchange the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions withdraw the treasury Shares from CCASS and either re-register them in its own name as treasury Shares or cancel them in each case before the record date for the dividends or distributions or take 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 Company confirms that the Explanatory Statement set out in this Appendix II contains the information required under Rule 10.06(1)(b) of the Listing Rules and that neither the Explanatory Statement nor the proposed share repurchase has any unusual features. 7. TAKEOVERS CODE If as a result of a repurchase of Shares pursuant to the Repurchase Mandate a Shareholder’s proportionate interest in the voting rights of the Company increases such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code) depending on the level of increase in the Shareholder’s interest could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.To the best knowledge of the Company as at the Latest Practicable Date Max Fortune a controlling Shareholder (as defined in the Listing Rules) was interested in 730000000 Shares representing 73% of the total number of Shares in issue. In the event that the Directors exercise the proposed Repurchase Mandate in full the aggregate shareholding of Max Fortune would be increased to approximately 81.11% of the total number of Shares in issue.The Directors consider that such increase in shareholding would not give rise to an obligation for Max Fortune to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would in the circumstances give rise to an obligation.In addition the Directors do not have any intention to exercise the proposed Repurchase Mandate to the effect that it will result in the public float to fall below the percentage as required under the Listing Rules or such other minimum percentage agreed by the Stock Exchange from time to time. 8. REPURCHASE OF SHARES MADE BY THE COMPANY During the six months prior to the Latest Practicable Date the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).– 13 –NOTICE OF THE ANNUAL GENERAL MEETING Vico International Holdings Limited域高国际控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock code: 1621) Notice is hereby given that the Annual General Meeting of Vico International Holdings Limited (the “Company”) will be held at 2102 21/F. World-Wide House No. 19 Des Voeux Road Central Central Hong Kong on Wednesday 11 September 2024 at 2:00 p.m. of the following purposes: 1. To receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the “Directors”) and auditors of the Company for the year ended 31 March 2024; 2. To re-elect Ms. Tong Man Wah as an executive Director; 3. To re-elect Mr. Wong Chun Man as a non-executive Director; 4. To re-elect Mr. Chan Ching Sum as an independent non-executive Director; 5. To re-elect Ms. Ng Wing Sze Vince as an independent non-executive Director; 6. To authorize the board of Directors (the “Board”) to fix the respective Directors’ remuneration; 7. To re-appoint Prism Hong Kong and Shanghai Limited as auditors of the Company and to authorize the Board to fix their remuneration; 8. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (b) below a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws rules and regulations; – 14 –NOTICE OF THE ANNUAL GENERAL MEETING (b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution and if any subsequent consolidation or subdivision of shares is conducted the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and (c) for the purposes of this resolution “Relevant Period” means the period from 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 or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by anordinary resolution of the shareholders in general meeting.”; 9. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT:(a) subject to paragraph (c) below a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined below) to allot issue and deal with additional shares in the capital of the Company (including any sale or transfer of treasury shares out of treasury) and to make or grant offers agreements and options which might require the exercise of such powers; (b) the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period; (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (including any sale or transfer of treasury shares out of treasury) by the directors pursuant to the mandate in paragraph (a) above otherwise than pursuant to: (i) a Rights Issue (as defined below); (ii) the exercise of options under a share option scheme of the Company; – 15 –NOTICE OF THE ANNUAL GENERAL MEETING (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; and (iv) the exercise of the right of subscription or conversion under the term of any securities which are convertible in shares of the Company and from time to time outstanding shall not exceed 20% of the total number of issued shares of the Company (excluding any treasury shares) as at the date of passing of this resolution and if any subsequent consolidation or subdivision of shares is conducted the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and (d) for the purposes of this resolution “Relevant Period” means the period from 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 or any applicable laws to be held; and (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions 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 any relevant jurisdiction or the requirements of any recognizedregulatory body or any stock exchange).”; – 16 –NOTICE OF THE ANNUAL GENERAL MEETING 10. To consider and if thought fit pass with or without amendments the following resolution as an ordinary resolution:“THAT conditional upon the passing of the resolutions set out in items 8 and 9 of the noticeconvening this meeting (the “Notice”) the general mandate referred to in the resolution set out in item 9 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 8 of the Notice provided that such amount shall not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of thisresolution.” Yours faithfully For and on behalf of the Board Vico International Holdings Limited Hui Pui Sing Chairman and Executive Director Hong Kong 15 July 2024 Notes: 1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy/more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. 2. In order to be valid the form of proxy together with the power of attorney or other authority if any under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road 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 not less than 48 hours before the time of holding the meeting (i.e. not later than 2:00 p.m. on Monday 9 September 2024 Hong Kong time) or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the meeting and in such event the form of proxy shall be deemed to be revoked. 3. For determining the entitlement to attend and vote at the above meeting the Register of Members of the Company will be closed from Friday 6 September 2024 to Wednesday 11 September 2024 both dates inclusive during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting unregistered holders of the shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong Tricor Investor Services Limited at 17/F Far East Finance Centre 16 Harcourt Road Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Thursday 5 September 2024. 4. All the resolutions set out in this notice shall be decided by poll. –17–