Vietnam Manfng and Exp Prcsng Hldng : CONTINUING CONNECTED TRANSACTIONS

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Vietnam Manufacturing and Export Processing (Holdings) Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Vietnam Manufacturing and Export Processing (Holdings) Limited ൳یႡி̋ʈ̈ɹ€છٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 422)

CONTINUING CONNECTED TRANSACTIONS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board (as defined herein) is set out on pages 4 to 15 of this circular. A letter from the Independent Board Committee (as defined herein) containing its advice to the Independent Shareholders (as defined herein) is set out on page 16 of this circular. A letter from Altus Capital Limited containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 48 of this circular.

A notice convening the EGM (as defined herein) of Vietnam Manufacturing and Export Processing (Holdings) Limited to be held at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Thursday, 21 February 2019 at 10:00 a.m. is set out on pages 53 to 54 of this circular. A form of proxy for use by the Independent Shareholders at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM, please complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time of the EGM (i.e. before 10:00 a.m. on Tuesday, 19 February 2019) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending the EGM and voting in person should you so wish and, in such event, the form of proxy shall be deemed to be revoked.

10 January 2019

CONTENT

DEFINITIONS ............................................................... 1

LETTER FROM THE BOARD .................................................. 4

LETTER FROM THE INDEPENDENT BOARD COMMITTEE ....................... 16

LETTER FROM ALTUS ....................................................... 17

APPENDIX - GENERAL INFORMATION ........................................ 49

NOTICE OF EXTRAORDINARY GENERAL MEETING ............................ 53

In this circular, the following expressions shall have the meanings set out below unless the content requires otherwise:

"Altus" or "Independent

Financial Adviser"

Altus Capital Limited, a corporation licensed to carry out Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders as to the Continuing Connected Transactions and the related Annual Caps

"Annual Cap(s)"

the maximum aggregate annual value of each of the Continuing Connected Transactions for the three financial years ending 31 December 2019, 2020 and 2021 proposed by the Board

"Board"

the board of Directors of the Company

"Company"

Vietnam Manufacturing and Export Processing (Holdings) Limited (൳یႡி̋ʈ̈ɹ€છٰϞࠢʮ̡), a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Stock Exchange

"Continuing Connected

Transactions"

the transactions under the Master Purchase Agreement, Distributorship Agreement and Technology Licence Agreement, which are subject to the reporting, annual review, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules

"Director(s)"

the director(s) of the Company

"Distributorship Agreement"

the agreement dated 12 November 2018 entered into between the Company and Sanyang in relation to the exclusive distribution by the Group of motorbikes and related parts manufactured by the Sanyang Group in the Exclusive Territory (excluding Vietnam, unless the motorbikes are resold in Vietnam for exhibition purposes)

"EGM"

the extraordinary general meeting of the Company to be held at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong on Thursday, 21 February 2019 at 10:00 a.m. to consider, and if thought fit, to approve the Continuing Connected Transactions and the related Annual Caps

"Exclusive Territory"

all of the member countries of the Association of South East Asian Nations, including Brunei Darussalam, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam

"Group"

the Company and its subsidiaries

"HK$"

"Hong Kong"

Hong Kong Dollar, being the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC

"Independent Board Committee"

the independent committee of the Board, comprising the independent non-executive Directors, namely Ms. Lin Ching Ching, Mr. Shen Hwa Rong and Ms. Wu Kwei Mei, established for the purpose of advising the Independent Shareholders in respect of the Continuing Connected Transactions and the related Annual Caps

"Independent Shareholders"

Shareholders other than Sanyang and its associates and any other Shareholder(s) materially interested in the Continuing Connected Transactions

"Independent Third Parties"

persons or entities who/which are not connected persons within the meaning of the Listing Rules

"Latest Practicable Date"

7 January 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information referred to in this circular

"Listing Rules"

The Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

"Master Purchase Agreement"

the agreement dated 12 November 2018 entered into between the Company as the purchaser and Sanyang as the seller in relation to purchases of motorbike parts by the Group from the Sanyang Group

"PRC"

the People's Republic of China and for the purpose of this circular, excludes Taiwan, the Macau Special Administrative Region of the PRC and Hong Kong

"Qingzhou Machinery"

Zhangjiagang Qingzhou Machinery Industry Co., Limited (ੵ࢕ಥ ᅅݲዚ૛ʈุϞࠢʮ̡), an indirect wholly-owned subsidiary of Sanyang incorporated in the PRC

"Sanyang"

Sanyang Motor Co., Limited (ɧජʈٰุ΅Ϟࠢʮ̡), a company incorporated in Taiwan and listed on the Taiwan Stock Exchange, which is the ultimate controlling shareholder of the Company

DEFINITIONS
"Sanyang Global"	Sanyang Global Co., Ltd. (ɧජᐑρ€ขژྼุϞࠢʮ̡), an
indirect wholly-owned subsidiary of Sanyang incorporated in the
PRC
"Sanyang Group"	Sanyang, its subsidiaries and associates (excluding the Group)
"SFO"	the Securities and Futures Ordinance (Cap 571 of the Laws of
Hong Kong)
"Shareholder(s)"	holder of Shares
"Shares"	ordinary shares in the share capital of the Company with a
nominal value of HK$0.01 each
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"SYI"	SY International Ltd., a company incorporated in Samoa with
limited liability and a direct controlling shareholder of the
Company
"Technology Licence	the agreement dated 26 November 2007 entered into between
Agreement"	VMEP and Sanyang in relation to grant of an exclusive licence to
VMEP to use the technology, know-how, trade secrets and
production information owned by Sanyang
"US$"	United States Dollars, being the lawful currency of the United
States
"VMEP"	Vietnam Manufacturing and Export Processing Co., Limited, a
wholly-owned subsidiary of the Company
"VTBM"	Vietnam Three Brothers Machinery Industry Co., Limited, an
associate company of the Group and an indirect non
wholly-owned subsidiary of Sanyang incorporated in Vietnam
"Xia Shing"	Xiamen Xiashing Motorcycle Co., Ltd. (ขژขҾᅙϖϞࠢʮ̡),
an indirect non wholly-owned subsidiary of Sanyang incorporated
in the PRC
"%"	per cent.

In this circular, unless the context requires otherwise, the terms "applicable percentage ratio","associate(s)", "connected person(s)", "connected transaction(s)", "controlling shareholder(s)", "subsidiary(ies)" and "substantial shareholder(s)" shall have the meaning given to such terms in the

Listing Rules.