Vietnam Manfng and Exp Prcsng Hldng : NOTICE OF EXTRAORDINARY GENERAL MEETING

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

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 422)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Vietnam Manufacturing and Export Processing (Holdings) Limited (the "Company") will 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. for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

ORDINARY RESOLUTIONS

• 1. "THAT the agreement (the "Master Purchase Agreement") dated 12 November 2018 entered into between the Company and Sanyang Motor Co., Limited ("Sanyang") in relation to the purchase of motorbike parts by the Company and its subsidiaries (the "Group") from Sanyang and its subsidiaries (the "Sanyang Group"), the transactions contemplated thereunder and the proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 be and are hereby approved, confirmed and ratified."

• 2. "THAT the agreement (the "Distribution 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, the transactions contemplated thereunder and the proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 be and are hereby approved, confirmed and ratified."

• 3. "THAT the proposed annual caps for each of the three years ending 31 December 2019, 2020 and 2021 in respect of the agreement (the "Technology Licence Agreement") dated 26 November 2007 entered into between Vietnam Manufacturing and Export Processing Co., Limited ("VMEP") and Sanyang in relation to the grant of an exclusive licence to VMEP to use the technology, know-how, trade secrets and production information owned by Sanyang be and are hereby approved, confirmed and ratified."

  By order of the Board
  Vietnam Manufacturing and Export
  Processing (Holdings) Limited
  Liu Wu Hsiung
  Chairman
  Hong Kong, 10 January 2019
  Registered Office:	Principal Place of Business
  Cricket Square	in Hong Kong:
  Hutchins Drive	40th Floor, Sunlight Tower
  P. O. Box 2681	No. 248 Queen's Road East
  Grand Cayman KY1-1111	Wanchai, Hong Kong
  Cayman Islands
  Notes:

• 1. For determining the entitlement to attend and vote in the EGM, the register of members of the Company will be closed from Monday, 18 February 2019 to Thursday, 21 February 2019 (both days inclusive) during which period no transfer of shares of the Company will be registered. In order to qualify for the attendance of the EGM, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Friday, 15

• February 2019.

• 2. Any member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and to vote in his stead. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number of Shares in respect of which each such proxy is appointed.

• 3. In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not less than 48 hours before the time fixed for holding of the meeting (i.e. before 10:00 a.m. on Tuesday, 19 February 2019) or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• 4. In accordance with Chapter 14A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), Sanyang, the ultimate controlling shareholder of the Company, its subsidiaries and associates (as defined in the Listing Rules) are required to abstain from voting on the above ordinary resolutions.

• 5. The ordinary resolutions set out above will be determined by way of poll.

As at the date of this notice, the board of directors of the Company comprised four executive directors, namely Mr. Liu Wu Hsiung, Mr. Lin Chih Ming, Mr. Lin Chun Yu and Mr. Chiang Chin Yung, two non-executive directors, namely Mr. Chiu Ying Feng and Ms. Wu Li Chu and three independent non-executive directors, namely Ms. Lin Ching Ching, Mr. Shen Hwa Rong and Ms. Wu Kwei Mei.