Vision Fame International : NOTICE OF ANNUAL GENERAL MEETING

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Vision Fame International Holding Limited

允 升 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1315)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Vision Fame International Holding Limited (the ''Company'') will be held at 2/F, Alliance Building, Nos. 130-136 Connaught Road Central, Hong Kong on Thursday, 21 September 2017 at 11: 00 a.m., for considering and, if thought fit, passing, with or without amendments, the following resolutions which will be proposed, as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited financial statements of the Company and its subsidiaries for the year ended 31 March 2017 and the reports of the directors and auditor of the Company.

2. (a) To re-elect Mr. Chau Chit as an executive director of the Company.

3. To re-elect Mr. Dai Jialong as an executive director of the Company.

4. To re-elect Mr. Xie Xiaotao as an executive director of the Company.

5. To re-elect Mr. Chen Guobao as a non-executive director of the Company.

6. To re-elect Mr. Wong Wai Kwan as an independent non-executive director of the Company.

7. To authorise the board of directors of the Company to fix the remuneration of the directors of the Company.

8. To re-appoint Ernst & Young as the auditor of the Company and authorise the board of directors of the Company to fix their remuneration.

9. To consider and, if thought fit, pass with or without amendments as ordinary resolutions:

   ''THAT:

10. subject to paragraph (c) of this resolution below, pursuant to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (the ''Listing Rules''), the exercise by the directors of the Company (the ''Directors'') during the

    Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

11. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers during or after the end of the Relevant Period;

12. the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the day of passing this resolution and the said approval shall be limited accordingly; and

13. for the purposes of this resolution:

    ''Relevant Period'' means the period from the time of the passing of this resolution until whichever is the earliest of:

14. the conclusion of the next annual general meeting of the Company;

15. 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 law of the Cayman Islands to be held; or

16. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (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 recognised regulatory body or any stock exchange, in any territory outside Hong Kong).''

17. To consider and, if thought fit, pass with or without amendments as ordinary resolutions:

    ''THAT:

18. subject to paragraph (c) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on the Stock Exchange or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Listing Rules, be and is hereby, generally and unconditionally approved;

19. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as herein defined) to procure the Company to repurchase its shares at a price determined by the Directors;

20. the aggregate nominal amount of share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and

21. for the purposes of this resolution:

    ''Relevant Period'' means the period from the time of the passing of this resolution until whichever is the earliest of:

22. the conclusion of the next annual general meeting of the Company;

23. 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 law of the Cayman Islands to be held; or

24. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''

25. To consider and, if thought fit, pass with or without amendments as ordinary resolutions:

    ''THAT:

    conditional upon the passing of ordinary resolutions nos. 5 and 6 in this notice convening the AGM, the aggregate nominal amount of the share capital of the Company which are repurchased by the Company pursuant to and in accordance with the said ordinary resolution no. 6 shall be

    added to the aggregate nominal amount of the share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to and in accordance with the said ordinary resolution no. 5 above.''

    SPECIAL RESOLUTION

26. To consider and, if thought fit, pass the following resolution as special resolution:

''THAT:

the Memorandum and Articles of Association of the Company (the ''Memorandum and Articles of Association'') be amended in the manner as set out on page 5 to page 9 of the circular of the Company dated 31 July 2017 (the ''Circular'') and the amended and restated memorandum and articles of association of the Company in the form of the document marked ''A'' and produced to this meeting and for the purpose of identification signed by the Chairman of this meeting, which consolidates all the proposed amendments mentioned in this resolution, be approved and adopted as the amended and restated memorandum and articles of association of the Company in substitution for and to the exclusion of the existing memorandum and articles of association of the Company with immediate effect.''

By Order of the Board

Vision Fame International Holding Limited Chau Chit

Co-Chairman and Chief Executive Officer

Hong Kong, 31 July 2017

Executive Directors

Mr. Chau Chit (Co-Chairman) Mr. Dai Jialong (Co-Chairman) Mr. Xie Xiaotao

Non-executive Director

Mr. Chen Guobao

Independent non-executive Directors

Mr. Tam Tak Kei Raymond Mr. Wong Kai Tung Simon Mr. Wong Wai Kwan

Notes:

1. Any member of the Company entitled to attend and vote at the AGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member 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 AGM. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise. On a poll, votes may be given either personally or by proxy.