0af64129-f690-4c3d-8396-e88beeebd214.pdf


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

越南製造加工出 口( 控股 )有限公司

(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 16 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 17 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 18 to 51 of this circular.


A notice convening the EGM (as defined herein) to be held at Suite 2418, 24/F, Jardine House, 1 Connaught Place, Central, Hong Kong at 10:00 a.m. on Friday, 4 March 2016 is set out on pages 56 to 57 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 Rooms 1806-7, 18th 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. Completion and delivery of the form of proxy will not preclude you from attending the EGM and voting in person should you so wish.


28 January 2016

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . 17 LETTER FROM ALTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

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


"Altus" Altus Capital Limited, a licensed corporation under the SFO permitted to engage in Types 4, 6 and 9 of the regulated activities under the SFO, being the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in relation to the Continuing Connected Transactions and the related Annual Caps


"Annual Caps" the maximum aggregate annual value of each of the Continuing Connected Transactions for the three financial years ending 31 December 2018 proposed by the Board


"Board" the board of Directors the Company


"Company" Vietnam Manufacturing and Export Processing (Holdings) Limited ( 越南製造加工出口(控 股)有限公司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Stock Exchange


"Continuing Connected the t ransactions under the Master Purchase Agreement, Transactions" Distributorship Agreement, Technology Licence Agreement and the Research and Development Services Agreement, which are

subject to the reporting, annual review, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules


"Director(s)" director(s) of the Company


"Distributorship Agreement" the agreement dated 8 December 2015 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 at 10:00 a.m. on Friday, 4 March 2016 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


"Full Ta" Hanoi Full Ta Precision Company Limited, an indirect non wholly-owned subsidiary of Sanyang incorporated in Vietnam


"Group" the Company and its subsidiaries from time to time



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"HK$" Hong Kong Dollar, being the lawful currency of Hong Kong


"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China


"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 who are not required to abstain from voting on the

resolution to be proposed at the EGM under the articles of association of the Company and the Listing Rules


"Independent third parties" persons or entities who/which are not connected persons within

the meaning of the Listing Rules


"Latest Practicable Date" 22 January 2016, 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


"Master Purchase Agreement" the agreement dated 8 December 2015 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


"Nova Design" Nova Design Co., Limited (浩漢產品設計股份有限公司), a direct wholly-owned subsidiary of Sanyang incorporated in Taiwan


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


"Qingzhou Machinery" Zhangjiagang Qingzhou Machinery Industry Co., Limited (張家港

慶洲機械摩托有限公司), an indirect wholly- owned subsidiary of Sanyang incorporated in the PRC


"Research and Development and the agreement dated 9 November 2012 and entered into between Technical Support Services the Company and Sanyang in relation to research and development Agreement" and technical support services provided by the Sanyang Group to

the Group


"Research and Development the agreement dated 8 December 2015 and entered into between Services Agreement" the Company and Sanyang in relation to research and development

services provided by the Sanyang Group to the Group


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VMEPH - Vietnam Manufacturing and Export Limited issued this content on 28 January 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 January 2016 08:54:25 UTC

Original Document: http://www.vmeph.com/press/382.pdf