Veeko International : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF 2020 ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Veeko International Holdings Limited 威高國際控股有限公司, you should at once hand this circular and the accompanying form of proxy and annual report 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 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.

VEEKO INTERNATIONAL HOLDINGS LIMITED

威 高 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1173)

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE NEW SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the 2020 annual general meeting (the "AGM") of Veeko International Holdings Limited 威高國 際控股有限公司 (the "Company") to be held at 10th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai

Chung, New Territories, Hong Kong on Wednesday, 23 September 2020 at 10:30 a.m. at which the above proposals will be considered is set out in this circular.

A form of proxy for use at the AGM is also enclosed. Whether or not you are able to attend the AGM, you are requested to complete and sign the form of proxy in accordance with the instructions stated thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. no later than 10:30 a.m. on Monday, 21 September 2020) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE AGM

To safeguard the health and safety of Shareholders and other participants and to prevent the spreading of the COVID-19 pandemic, the following precautionary measures will be implemented at the AGM:

1. Compulsory temperature screening/checks;
2. Submission of health declaration form;
3. Wearing of surgical face mask throughout the AGM; and
4. No provision of refreshments or drinks.

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above will be denied entry to the AGM venue at the absolute discretion of the Company as permitted by law.

30 July 2020

CONTENTS

			Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-2
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . .	3-6
Appendix I	-	Explanatory Statement for Repurchase Mandate . . . . . . . . .	7-9
Appendix II	-	Biographical Details of Retiring Directors Proposed for Re-election . .	10-12
Notice of 2020 Annual General Meeting . . . . . . . . . . . . . . . . . . . .	13-16

i

DEFINITIONS

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

"AGM"	the 2020 annual general meeting of the Company to be held on
	Wednesday, 23 September 2020 at 10:30 a.m., to consider and, if
	appropriate, to approve the resolutions contained in the notice of the
	meeting which is set out on pages 13 to 16 of this circular, or any
	adjournment thereof
"Articles of Association"	the articles of association of the Company currently in force
"Board"	the board of Directors
"Company"	Veeko International Holdings Limited 威高國際控股有限公司, a
	company incorporated in the Cayman Islands with limited liability, the
	Shares of which are listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Issue Mandate"	a general and unconditional mandate granted to the Directors to issue,
	allot and deal with unissued Shares up to a maximum of 20% of the total
	number of issued Shares as at the date of passing of the relevant
	resolution
"Latest Practicable Date"	24 July 2020, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited
"Repurchase Mandate"	a general and unconditional mandate granted to the Directors to exercise
	all powers of the Company to repurchase on the Stock Exchange, or any
	other stock exchange on which the Shares may be listed, Shares up to a
	maximum of 10% of the total number of issued Shares as at the date of
	passing of the relevant resolution

1

	DEFINITIONS
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong
"Share(s)"	the ordinary share(s) with nominal value of HK$0.01 each in the issued
	share capital of the Company
"Shareholder(s)"	the registered holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities and Futures
	Commission of Hong Kong as amended from time to time
"%"	per cent.
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong

2

LETTER FROM THE BOARD

VEEKO INTERNATIONAL HOLDINGS LIMITED

威 高 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1173)

Executive Directors:	Registered Office:
Mr. Cheng Chung Man, Johnny (Chairman)	Cricket Square
Ms. Lam Yuk Sum (Chief Executive Officer)	Hutchins Drive
	P.O. Box 2681
Non-Executive Director:	Grand Cayman KY1-1111
Mr. Lam Man Tin	Cayman Islands
Independent Non-Executive Directors:	Principal Place of Business in Hong Kong:
Mr. Au-Yeung Hau Cheong	10th Floor, Wyler Centre Phase II
Mr. Cheng Man Loong, Monty	192-200 Tai Lin Pai Road
Mr. Yeung Wing Kay	Kwai Chung, New Territories
	Hong Kong
	30 July 2020
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES

TO REPURCHASE SHARES AND ISSUE NEW SHARES

AND

RE-ELECTION OF RETIRING DIRECTORS

INTRODUCTION

The purpose of this circular is to provide you with information in respect of certain resolutions to be proposed at the AGM. These include ordinary resolutions relating to (i) the granting to the Directors the Repurchase Mandate and the Issue Mandate; and (ii) the re-election of each of the retiring Directors.

3

LETTER FROM THE BOARD

THE REPURCHASE MANDATE

At the AGM, an ordinary resolution will be proposed that the Directors be granted the Repurchase Mandate to exercise all powers of the Company to purchase Shares on the Stock Exchange, or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the total number of issued Shares as at the date of passing of the relevant resolution.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the AGM.

THE ISSUE MANDATE

An ordinary resolution will also be proposed at the AGM that the Directors be granted the Issue Mandate to issue, allot and deal with unissued Shares up to a maximum of 20% of the total number of issued Shares as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there was a total of 2,518,001,334 Shares in issue. Subject to the passing of the resolution granting the Issue Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to issue up to a maximum of 503,600,266 Shares.

In addition, an ordinary resolution will further be proposed at the AGM to extend the Issue Mandate by adding any Shares to be repurchased under the Repurchase Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless they are renewed at such meeting or until revoked or varied by ordinary resolutions of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 108 of the Articles of Association, Mr. Cheng Chung Man, Johnny and Mr. Lam Man Tin shall retire by rotation from office as Directors at the AGM. In addition, Mr. Cheng Man Loong, Monty who was appointed by the Board on 26 September 2019 shall hold office until the AGM pursuant to article 112 of the Articles of Association. All of the above retiring Directors, being eligible, offer themselves for re-election at the AGM. Separate resolutions will be proposed at the AGM to re-elect the retiring Directors.

Mr. Cheng Man Loong, Monty ("Mr. Cheng"), independent non-executive Director of the Company, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules.

4

LETTER FROM THE BOARD

Mr. Cheng has remained responsible for his performance functions and discharged his duties to the Company through active participation on the Board and by bringing balance of views as well as knowledge, experience and expertise.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Nomination Policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The Nomination Committee has recommended to the Board on re-election of all retiring Directors including the aforesaid Independent Non-executive Director who is due to retire at the AGM. The Company considers that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Biographical details of the above retiring Directors proposed for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the AGM is set out on pages 13 to 16 of this circular.

Pursuant to the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. An announcement on the results of the poll will be published by the Company after the AGM in the manner prescribed under the Listing Rules.

A form of proxy for use at the AGM appointing proxy is despatched with this circular and published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and of the Company (www.irasia.com/listco/hk/veeko/index.htm) respectively. To be valid, the form of proxy must be completed and signed in accordance with the instructions stated thereon and returned to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 48 hours before the time appointed for the holding of the AGM (i.e. no later than 10:30 a.m. on Monday, 21 September 2020) or the adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM and at any adjournment thereof if you so wish. In such event, the form of proxy shall be deemed to be revoked.

5

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed granting of the Repurchase Mandate and Issue Mandate to the Directors and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

Yours faithfully,

For and on behalf of the Board

Veeko International Holdings Limited

威高國際控股有限公司

Cheng Chung Man, Johnny

Chairman

6

APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide you with requisite information reasonably necessary for you to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 2,518,001,334 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate at the AGM and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed to repurchase up to a maximum of 251,800,133 Shares, being 10% of the total number of issued Shares as at the date of passing of the relevant resolution for granting the Repurchase Mandate.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or earnings per share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels of the Company.

7

APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

5. SHARE PRICES

The following table shows the highest and lowest prices per Share at which the Shares have been traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date:-

Share Price Per Share

Highest Lowest

HK$HK$

	Month
	2019
	July	0.133	0.106
	August	0.119	0.081
	September	0.104	0.081
	October	0.096	0.080
	November	0.095	0.080
	December	0.082	0.062
	2020
	January	0.085	0.067
	February	0.250	0.068
	March	0.084	0.051
	April	0.059	0.048
	May	0.054	0.045
	June	0.069	0.045
	July (up to and including the Latest Practicable Date)	0.051	0.041
6.	GENERAL

None of the Directors nor, to the best of their knowledge and having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands, and the regulations set out in the Articles of Association.

The Company has not been notified by any core connected person (as defined in the Listing Rules) of the Company that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

8

APPENDIX I EXPLANATORY STATEMENT FOR REPURCHASE MANDATE

7. TAKEOVERS CODE

If, as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company is increased, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mr. Cheng Chung Man, Johnny and Ms. Lam Yuk Sum, both directors of the Company, together were deemed to have interests in 1,851,482,977 Shares representing 73.53% of the voting rights of the Company. In the event that the Directors exercised in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the aggregate interest of Mr. Cheng and Ms. Lam in the Company would be increased to approximately 81.70% of the voting rights of the Company.

The Directors consider that such increase in voting rights would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code but would reduce the percentage of Shares held by the public to less than 25% of the Company's total shares in issue. The Directors have no intention to exercise the Repurchase Mandate to such an extent as this may result in the public shareholding falling below the minimum public float requirement.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any Shares repurchase made under the Repurchase Mandate.

8. REPURCHASE OF SHARES MADE BY THE COMPANY

No Shares had been repurchased by the Company, whether on the Stock Exchange or otherwise, in the last six months preceding the Latest Practicable Date.

9

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following are the biographical details of the retiring Directors proposed for re-election at the

AGM:

1. MR. CHENG CHUNG MAN, JOHNNY

Mr. Cheng Chung Man, Johnny (鄭鐘文先生) (former name: Cheng Tsang Man), aged 63, is an executive director of the Company and the chairman of the Group. He is also the chairman of the nomination committee and a member of the remuneration committee of the Board. He established the Group in 1984 and is responsible for the overall strategic planning and formulation of corporate policies of the Group. Mr. Cheng has over 36 years of experience in the manufacturing and retail business. Mr. Cheng was awarded the Young Industrialist Awards of Hongkong in November 2001 and the Ernst & Young Entrepreneur Award of the Year 2012 China in November 2012. He is the husband of Ms. Lam Yuk Sum.

Mr. Cheng has entered into a service agreement with the Company for a term of three years, determinable by either party by giving three months' prior written notice, and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. For the year ended 31 March 2020, Mr. Cheng received total emoluments of HK$1,421,800 from the Group. The emoluments of Mr. Cheng are determined by the Board with the recommendation of the remuneration committee by reference to the Company's operating results, his performance and commitment and the market rates for the position.

Mr. Cheng does not, at present, nor did he in the past three years, hold any directorships in any other public companies, the securities of which are listed in Hong Kong or overseas.

As at the Latest Practicable Date, Mr. Cheng was beneficially interested in 185,219,227 Shares within the meaning of Part XV of the SFO. He was also deemed to be interested in 272,916,013 Shares owned by his spouse, Ms. Lam Yuk Sum (an executive Director and controlling Shareholder of the Company), and 1,393,347,737 Shares owned by Silver Crown Profits Limited (a controlling Shareholder of the Company) which was in turn held by the trustee of The J Cheng Family Trust, a discretionary trust, the discretionary objects of which included family members of Mr. Cheng and Ms. Lam. Save as disclosed herein, Mr. Cheng does not have any relationships with other Directors, senior management or substantial shareholders or controlling shareholders of the Company.

10

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

2. MR. LAM MAN TIN

Mr. Lam Man Tin (林文鈿先生), aged 61, has been an independent non-executive director of the Company since 2 February 2016 and re-designated as a non-executive director with effect from 13 July 2018. He was a member of each of the audit committee, remuneration committee and nomination committee of the Board from 2 February 2016 to 12 July 2018. He graduated from the University of Hull with a master degree in strategic marketing (distance learning) in July 1996. Mr. Lam joined Aeon Stores Co., Ltd. in 1992 and has over 25 years of experience in retail and service industries. He was an executive director of Aeon Stores (Hong Kong) Co., Limited 永旺(香港)百貨有限公司 ("Aeon Stores HK"), a company listed on the Main Board of the Stock Exchange (stock code: 984) from May 1999 to May 2012. Mr. Lam served as the managing director of Aeon Stores HK from May 2006 to May 2012. Following his resignation from the board of directors of Aeon Stores HK, he had engaged as a consultant of Aeon Stores HK until September 2012. Mr. Lam has been the chief executive officer strategist of Shirble Department Store Holdings (China) Limited, a company listed on the Main Board of the Stock Exchange (stock code: 312) since September 2013. Mr. Lam was an independent non-executive director, a member of each of the audit committee and the remuneration committee and the chairman of the nomination committee of S. Culture International Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 1255) from May 2013 to July 2017. He is also the founding member of the Hong Kong Yau Yat Chuen Lions Club.

Mr. Lam has entered into an appointment letter with the Company for a term of two years and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. He is entitled to receive an annual director's fee of HK$130,000 (which is covered by the appointment letter) as determined by the Board with the recommendation of the remuneration committee by reference to his background, experience, duties and responsibilities with the Company and the prevailing market conditions.

Mr. Lam does not hold any other positions in other members of the Group nor does he have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Lam did not have any interests in the Shares within the meaning of Part XV of the SFO.

11

APPENDIX II BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

3. MR. CHENG MAN LOONG, MONTY

Mr. Cheng Man Loong, Monty (鄭文龍先生), aged 73, was appointed as an independent non-executive director of the Company on 26 September 2019. He is also a member of each of audit committee, remuneration committee and nomination committee of the Board. Mr. Cheng has extensive experience in trading, sale and manufacturing of toy products. He has been engaged in relevant business since 1968. Mr. Cheng worked at various companies, including Nasta (Hong Kong) Limited, that were principally engaged in trading, sale and manufacturing of toy products between 1968 and 2012.

Mr. Cheng has entered into an appointment letter with the Company for a term of two years and he is subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the Articles of Association. He is entitled to an annual director's fee of HK$130,000 (which is covered by the appointment letter) as determined by the Board with the recommendation of the remuneration committee by reference to his background, experience, duties and responsibilities with the Company and the prevailing market conditions.

Mr. Cheng does not, at present, nor did he in the past three years, hold any directorships in any other public companies, the securities of which are listed in Hong Kong or overseas.

Mr. Cheng does not hold any other positions in other members of the Group nor does he have any relationships with any Directors, senior management or substantial shareholders or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Cheng did not have any interests in the Shares within the meaning of Part XV of the SFO.

4. GENERAL

Save as disclosed above, each of the above retiring Directors proposed for re-election has confirmed that there is no information which is discloseable pursuant to the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning his re-election that need to be brought to the attention of the Shareholders.

12

NOTICE OF 2020 ANNUAL GENERAL MEETING

VEEKO INTERNATIONAL HOLDINGS LIMITED

威 高 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1173)

NOTICE OF 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting of Veeko International Holdings Limited 威高國際控股有限公司 (the "Company") (the "Meeting") will be held at 10th Floor, Wyler Centre Phase II, 192-200 Tai Lin Pai Road, Kwai Chung, New Territories, Hong Kong on Wednesday, 23 September 2020 at 10:30 a.m. for the following purposes:

1. To consider and receive the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and of the independent auditor for the year ended 31 March 2020.
2. To re-elect Mr. Cheng Chung Man, Johnny as a director.
3. To re-elect Mr. Lam Man Tin as a director.
4. To re-elect Mr. Cheng Man Loong, Monty as a director.
5. To authorise the board of directors to fix the directors' remuneration.
6. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors of the Company and to authorise the board of directors to fix their remuneration.
7. To consider and if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:
   "THAT
8. 1. subject to paragraph (b) below, a general and unconditional mandate be and is hereby granted to the directors of the Company to exercise all powers of the Company during the Relevant Period (as hereinafter defined) to purchase its own shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on 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 (the "Securities and Futures Commission") and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the rules and regulations of the Securities and Futures Commission and the Stock Exchange or of any other stock exchange as amended from time to time;

13

NOTICE OF 2020 ANNUAL GENERAL MEETING

1. the aggregate number of shares of the Company to be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the approval pursuant to paragraph (a) shall be limited accordingly; and
2. for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   3. 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 laws to be held."

8. To consider and if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT

1. subject to paragraph (b) below, a general and unconditional mandate be and is hereby granted to the directors of the Company (the "Directors") to exercise all powers of the Company during the Relevant Period (as hereinafter defined) to issue, allot and deal with the unissued shares of the Company and to make and grant offers, agreements and options which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter in accordance with all applicable laws, rules and regulations;
2. the aggregate number of shares issued, allotted and dealt with or agreed conditionally or unconditionally to be issued, allotted and dealt with pursuant to the approval in paragraph (a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly:
3. 1. a rights issue where shares are offered for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or stock exchange in Hong Kong, or in any territory applicable to the Company);

14

NOTICE OF 2020 ANNUAL GENERAL MEETING

1. 1. an issue of shares under any share option scheme or similar arrangement for the time being adopted, as varied from time to time, for the grant of rights to acquire shares of the Company;
   2. any scrip dividend scheme or similar arrangement implemented in accordance with the articles of association of the Company; or
   3. any specific authority granted or to be granted by the shareholders of the Company in general meeting; and
2. for the purpose of this resolution, "Relevant Period" means the period from the date of passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
   3. 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 laws to be held."

9. To consider and if thought fit, pass, with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions 7 and 8 as set out in the notice convening this meeting, the general mandate granted to the directors of the Company pursuant to resolution 8 to exercise the powers of the Company to issue, allot and deal with the unissued shares of the Company be and is hereby extended by the addition thereto the number of shares of the Company to be repurchased by the Company under the authority granted pursuant to resolution 7, provided that such number in aggregate shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution."

By order of the Board

Veeko International Holdings Limited

威高國際控股有限公司

Wong Chi Ying

Company Secretary

Hong Kong, 30 July 2020

15

NOTICE OF 2020 ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the Meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. A member entitled to attend and vote at the Meeting is entitled to appoint one or more (if he holds more than one share) proxies to attend and vote instead of him. 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 so appointed.
3. In order to be valid, the form of proxy together with the power of attorney, or other authority, if any, under which it is signed, or a notarially certified copy thereof, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time fixed for holding the Meeting or any adjournment thereof. Accordingly, the form of proxy must be delivered to the Company's branch share registrar in Hong Kong no later than 10:30 a.m. on Monday, 21 September 2020. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the Meeting and, in such event, the said form of proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the Meeting, the register of members of the Company will be closed from Friday, 18 September 2020 to Wednesday, 23 September 2020, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Meeting, non-registered holders of shares are required to lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Thursday, 17 September 2020.

As at the date of this notice, the Directors are Mr. Cheng Chung Man, Johnny (Chairman) and Ms. Lam Yuk Sum (Chief Executive Officer) being the executive Directors, Mr. Lam Man Tin being the non-executive Director and Mr. Au-Yeung Hau Cheong, Mr. Cheng Man Loong, Monty and Mr. Yeung Wing Kay being the independent non-executive Directors.

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