(1) DISCLOSEABLE AND CONNECTED TRANSACTION: DISPOSAL OF PROPERTIES AND (2) NOTICE OF THE SGM

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in the Company, you should hand this circular together with the accompanying form of proxy at once 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 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

VICTORY CITY INTERNATIONAL HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock Code: 539)

1. DISCLOSEABLE AND CONNECTED TRANSACTION: DISPOSAL OF PROPERTIES
2. 1. 
      AND
   2. NOTICE OF THE SGM

Independent Financial Adviser to the Independent Board Committee

and the Independent Shareholders

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

A letter from the Board is set out on pages 4 to 11 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 12 to 13 of this circular. A letter from the Independent Financial Adviser containing its recommendation and advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 21 of this circular.

A notice convening the SGM to be held at Unit D, 3rd Floor, Winfield Industrial Building, 3 Kin Kwan Street, Tuen Mun, New Territories, Hong Kong on Wednesday, 4 September 2019 at 10 : 00 a.m. or any adjournment thereof is set out on pages SGM-1 to SGM-3 of this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit it with Tricor Secretaries Limited, the branch share registrar of the Company in Hong Kong, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting (i.e. 10 : 00 a.m. on Monday, 2 September 2019, 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 meeting if you so wish.

• For identification purposes only

15 August 2019

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . .	12
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . .	14
APPENDIX I - VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
APPENDIX II - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	II-1
NOTICE OF THE SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

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DEFINITIONS

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

''Agreement''	the agreement dated 15 July 2019 and entered into between the
	Purchaser and the Vendor in relation to the Disposal
''Announcement''	the announcement of the Company dated 15 July 2019 in relation
	to, among other things, the Disposal
''associate(s)''	has the meaning ascribed to it under the Listing Rules
''Board''	the board of Directors
''Business Day''	any day of the week when licensed banks in Hong Kong are open
	for business in Hong Kong, but excluding (a) Saturdays and
	Sundays; (b) public holidays; and (c) gale warning days or
	rainstorm warning days as defined in Interpretation and General
	Clauses Ordinance (Chapter 1 of the Laws of Hong Kong)
''Car Parks''	four car parking spaces numbered P21 to P24 at 2/F, Ford Glory
	Plaza, 37-39 Wing Hong Street, Cheung Sha Wan, Kowloon,
	Hong Kong
''Company''	Victory City International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the ordinary
	shares of which are listed on the Main Board of the Stock
	Exchange
''Completion''	completion of the Disposal
''Completion Date''	date of Completion, being the seventh Business Day after
	fulfillment of all the conditions precedent of the Agreement (or
	such other date as the parties may agree in writing)
''connected person(s)''	has the meaning ascribed to it under the Listing Rules
''Consideration''	the consideration of the Disposal, being HK$63 million in
	aggregate
''Deposit''	HK$6,300,000, being deposit (and in part payment of the
	Consideration upon Completion) to be paid by the Purchaser
	to the Vendor upon signing of the Agreement
''Director(s)''	director(s) of the Company
''Disposal''	the disposal of the Properties by the Vendor to the Purchaser
	pursuant to the Agreement
''Group''	the Company and its subsidiaries

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DEFINITIONS

''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Independent Board	the independent board committee of the Board, comprising all
Committee''	the independent non-executive Directors, formed to advise the
	independent Shareholders in respect of the Disposal
''Independent Financial	Ballas Capital Limited, a corporation licensed by the SFC to
Adviser''	carry on type 1 (dealing in securities) and type 6 (advising on
	corporate finance) regulated activities under the SFO, being the
	independent financial adviser appointed by the Independent
	Board Committee to advise the Independent Board Committee
	and the Independent Shareholders in respect of to the Disposal
''Independent	Shareholders, other than the Shareholders who have a material
Shareholders''	interest in the Disposal
''Jerash''	Jerash Holdings (US) Inc., a company incorporated in the
	United States of America, whose common stock is listed on
	NASDAQ (NASDAQ: JRSH)
''Land Registry''	the Land Registry of Hong Kong
''Latest Practicable	12 August 2019, being the latest practicable date prior to the
Date''	publication of this circular for the purpose of ascertaining
	certain information contained in this circular
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Longstop Date''	31 October 2019 (or such later date as the parties of the
	Agreement may agree in writing), being the date by which the
	conditions precedent of the Agreement are to be fulfilled (or
	insofar as any of them can be waived, waived in accordance with
	the terms of the Agreement)
''Mr. Chen''	Mr. Chen Tien Tui, an executive Director
''Mr. Choi''	Mr. Choi Lin Hung, an executive Director, who indirectly held
	approximately 38.01% of the issued share capital of the
	Purchaser as at the Latest Practicable Date
''Mr. Li''	Mr. Li Ming Hung, an executive Director
''Mr. Ng''	Mr. Ng Tsze Lun, a director of the Vendor, who indirectly held
	approximately 8.73% of the issued share capital of the Purchaser
	as at Latest Practicable Date

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DEFINITIONS

''NASDAQ''	The NASDAQ (National Association of Securities Dealers
	Automated Quotation) Capital Market in the United States of
	America
''Office Premises''	an office premises with saleable area of approximately 366 sq. m.
	held by the Vendor and located at Workshop A, 19/F, Ford
	Glory Plaza, 37-39 Wing Hong Street, Cheung Sha Wan,
	Kowloon, Hong Kong
''PRC''	the People's Republic of China, excluding Hong Kong, the
	Macau Special Administrative Region of the People's Republic
	of China and Taiwan for the purposes of this circular
''Properties''	the Office Premises and the Car Parks
''Purchaser''	Treasure Success International Limited (寶陞國際有限公司), a
	limited liability company incorporated in Hong Kong and a
	wholly-owned subsidiary of Jerash, which is held by Mr. Choi
	and Mr. Ng as to approximately 38.01% and approximately
	8.73%, respectively, a connected person of the Company
''SFC''	the Securities and Futures Commission of Hong Kong
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)
''SGM''	the special general meeting of the Company to be held for the
	purpose of, considering and if thought fit, approving the
	Agreement and the transactions contemplated thereunder (or
	any adjournment thereof)
''Share(s)''	ordinary share(s) in the share capital of the Company of HK$0.1
	each
''Shareholder(s)''	holder(s) of the issued Share(s)
''sq. m.''	square metres
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''substantial	has the meaning ascribed to it under the Listing Rules
shareholder''
''Vendor''	Ford Glory International Limited (福源國際有限公司), a limited
	liability company incorporated in Hong Kong and a non-wholly
	owned subsidiary of the Company, indirectly owned as to 51%
	by the Company and 49% by Mr. Choi as at the Latest
	Practicable Date
''%''	per cent.

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