Miko International : (1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; (3) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE; AND (4) NOTICE OF EXTRAORDINARY GENERAL MEETING

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 your 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 Miko International Holdings Limited, you should at once hand this circular and the accompanying proxy forms 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.

MIKO INTERNATIONAL HOLDINGS LIMITED

Ϸࣸ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1247)

(1) PROPOSED SHARE CONSOLIDATION;

(2) PROPOSED CHANGEIN BOARD LOT SIZE;

(3) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

Placing Agent

A letter from the Board is set out from pages 5 to 24 of this circular. A notice convening the extraordinary general meeting (the "EGM") of Miko International Holdings Limited to be held at 3rd Floor, Redkids Office Building, No. 168 Chong Rong Street, Economic Technology Development Zone, Quanzhou City, Fujian Province, China on 11:00 a.m. on Friday, 12 March 2021, is set out on pages 25 to 27 of this circular. Resolutions will be proposed at the EGM to consider, and if thought fit, to approve the Share Consolidation and the Placing.

A proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed on such form 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, Wanchai, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the holding of the EGM or any adjournment of such meeting. Completion and return of the proxy form will not preclude you from subsequently attending and voting at the EGM in person or any adjourned meeting, as the case may be, should you so desire.

To ensure the health and safety of the attendees at the EGM, the Company intends to implement precautionary measures at the meeting including: (a) compulsory temperature checks at the entrance of the venue of the meeting; (b) attendees are required to bring their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the venue of the meeting; (c) no corporate gift, refreshments or drinks will be provided at the meeting; and (d) depending on circumstances, separate rooms connected by instant electronic conference facilities may be arranged at the venue of the meeting to limit the number of attendees at each room.

25 February 2021

CONTENTS

Page

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

EXPECTED TIMETABLE ............................................................................................................ 4

LETTER FROM THE BOARD ..................................................................................................... 5

NOTICE OF EGM ......................................................................................................................... 25

i

DEFINITIONS

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

"Board"

the board of Directors

"Business Day"

a day (other than public holiday, a Saturday or Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which banks in Hong Kong are generally open for business and the Stock Exchange is open for business of dealing in securities

"CCASS"

the Central Clearing and Settlement System established and operated by the HKSCC

"Change in Board Lot Size"

the proposed change in board lot size from 2,000 Existing Shares for trading on the Stock Exchange to 6,000 Consolidated Shares

"Company"

Miko International Holdings Limited (Ϸࣸ਷ყછٰϞࠢʮ̡), an exempted company incorporated with limited liability under the laws of the Cayman Islands on 15 March 2013 and the shares of which are listed on the main board of the Stock Exchange (Stock Code: 1247)

"connected person(s)"

has the meaning ascribed thereto in the Listing Rules

"Completion"

the completion of the Placing pursuant to the Placing Agreement, which shall take place on the Completion Date

"Completion Date"

the date of Completion

"Consolidated Share(s)"

ordinary share(s) of the Company immediately after the Share Consolidation becoming effective

"Directors"

the directors of the Company

"EGM"

the extraordinary general meeting of the Company to be convened and held at 3rd Floor, Redkids Office Building, No. 168 Chong Rong Street, Economic Technology Development Zone, Quanzhou City, Fujian Province, China on 11:00 a.m. on Friday, 12 March 2021 for the purpose of considering and, if thought fit, approving the Share Consolidation and the Placing Agreement and the transactions contemplated thereunder, including the issue of the Placing Shares under Specific Mandate

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation and the Change in Board Lot Size is as follows:

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation

Effective date of the Share Consolidation

16 March 2021

First day for free exchange of existing share certificates

16 March 2021

for new share certificates for the Consolidated Shares Commencement of dealings in the Consolidated Shares Original counter for trading in the Existing Shares in

9:00 a.m. on 16 March 2021

9:00 a.m. on 16 March 2021

board lots of 2,000 Existing Shares (in the form of

existing share certificates) temporarily closes Temporary counter for trading in the Consolidated

9:00 a.m. on 16 March 2021

Shares in board lots of 200 Consolidated Shares (in

the form of existing share certificates) opens Original counter for trading in the Consolidated Shares

9:00 a.m. on 30 March 2021

in board lots of 6,000 Consolidated Shares (in the

form of new share certificates) re-opens

Parallel trading in the Consolidated Shares (in form of

9:00 a.m. on 30 March 2021

new share certificates and existing share certificates)

commences

Designated agent starts to stand in the market to provide

9:00 a.m. on 30 March 2021

matching services for odd lots of the Consolidated

Shares

Temporary counter for trading in the Consolidated

4:10 p.m. on 22 April 2021

Shares in board lots of 200 Consolidated Shares (in

the form of existing share certificates) closes Parallel trading in Consolidated Shares (in form of new

4:10 p.m. on 22 April 2021

share certificates and existing share certificates) ends Designated agent ceases to stand in the market to

4:00 p.m. on 22 April 2021

provide matching services for odd lots of the

Consolidated Shares

Last day for free exchange of existing share certificates

26 April 2021

for new share certificates for the Consolidated SharesAll times and dates in this circular refer to Hong Kong local times and dates. The expected timetable set out above is indicative only and may be subject to change. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.

MIKO INTERNATIONAL HOLDINGS LIMITED

Ϸࣸ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1247)

Executive Directors:

Mr. Ding Peiji (Chairman) Mr. Ding Peiyuan

Ms. Ding Lizhen

Independent Non-executive Directors: Mr. Hung Cho Sing

Mr. Chan Wai Wong Mr. Wu Shiming

To the Shareholders

Dear Sir or Madam,Registered office: Cricket Square Hutchins Drive P.O. Box 2681

Grand Cayman KY1-1111 Cayman Islands

Headquarters and place of business in the PRC:

No. 168, Chong Rong Street

Economic Technology Development Zone Quanzhou City

Fujian Province 362000 PRC

Principal place of business in Hong Kong: Room 1601, Ho King Commercial Centre 2-16 Fa Yuen Street

Mong Kok Kowloon Hong Kong

25 February 2021

(1) PROPOSED SHARE CONSOLIDATION;

(2) PROPOSED CHANGE IN BOARD LOT SIZE;

(3) PLACING OF NEW SHARES UNDER SPECIFIC MANDATE;

AND

(4) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to (1) the announcement of the Company dated 10 February 2021 in relation to the Share Consolidation and the Change in Board Lot Size; and (2) the announcement of the Company dated 23 February 2021 in relation to the Placing.

The purpose of this circular is to give you notice of the EGM and to provide you with information regarding the resolutions to be proposed at the EGM to enable you to make an informed decision on whether to vote for or against the resolutions.

At the EGM, resolutions will be proposed for the Shareholders to approve, among other things, the Share Consolidation and the Placing.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share and to round down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by disregarding each and every fractional Consolidated Share which would otherwise arise therefrom.

Effects of the Share Consolidation

As at the Latest Practicable Date, 984,000,000 Existing Shares have been allotted and issued. Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or bought back from the Latest Practicable Date until the effective date of the Share Consolidation, not more than 98,400,000 Consolidated Shares will be in issue.

Other than the expenses to be incurred in relation to the Share Consolidation and the payment to be made to Shareholders in relation to fractional Consolidated Shares to which they would otherwise be entitled as mentioned in the paragraph headed "Fractional entitlement to Consolidated Shares" below, the implementation of the Share Consolidation will have no effect on the consolidated total asset value of the Group, nor will it alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders would otherwise be entitled.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

Adjustment in relation to the other securities of the Company

Share Options

As at the Latest Practicable Date, there are outstanding share options entitling the holders thereof to subscribe for up to an aggregate of 3,400,000 Existing Shares under the pre-initial public offering share option scheme (the "Pre-IPO Share Options") adopted by the Company on 27 December 2013. Assuming there is no other adjustment event under the Pre-IPO Share Options between the Latest Practicable Date and the effective date of the Share Consolidation, the number of Consolidated Shares to be issued upon the exercise of the outstanding share options will be adjusted as follows with effect from the effective date of the Share Consolidation:

As at the Latest Practicable Date, there are outstanding share options entitling the holders thereof to subscribe for up to an aggregate of 80,000,000 Existing Shares under the share option scheme adopted by the Company on 27 December 2013. Assuming there is no other adjustment event under the said share option scheme between the Latest Practicable Date and the effective date of the Share Consolidation, the exercise prices and the number of Consolidated Shares to be issued upon the exercise of the outstanding share options will be adjusted as follows with effect from the effective date of the Share Consolidation:

Convertible bonds

As at the Latest Practicable Date, there are outstanding convertible bonds for 164,800,000 Existing Shares to be issued upon full exercise of conversion rights as disclosed in the announcements of the Company dated 2 June 2017, 12 June 2019 and 1 February 2021. Assuming there is no other adjustment event under the said convertible bonds between the Latest Practicable Date and the effective date of the Share Consolidation, the conversion price and the number of Consolidated Shares to be issued upon the exercise of the conversion right under the said convertible bonds will be adjusted as follows with effect from the effective date of the Share Consolidation:

Save as disclosed, as at the Latest Practicable Date, the Company had no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

• (i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the Listing Committee of the Stock Exchange granting the approval for listing of, and permission to deal in the Consolidated Shares upon the Share Consolidation becoming effective; and

(iii)the compliance with the relevant procedures and requirements under the Hong Kong and Cayman Islands laws (where applicable) and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the above conditions of the Share Consolidation, it is expected that the Share Consolidation will become effective one clear Business Day immediately after the date of the EGM.

Listing Application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of existing share certificates held by such holder.

Arrangement on odd lots trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Computershare Hong Kong Investor Services Limited as an agent to provide matching services, on a best effort basis regarding the sale and purchase of odd lots of the Consolidated Shares from 9:00 a.m. on Tuesday, 30 March 2021 to 4:10 p.m. on Thursday, 22 April 2021 (both days inclusive). Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, should contact Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (telephone number: +852 2862 8555) during the office hours of such period. Holders of the Shares who would like to match odd lots are recommended to make an appointment in advance by dialing the telephone number of Computershare Hong Kong Investor Services Limited set out above.

Holders of odd lots of the Consolidated Shares should note that the successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots trading arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on 16 March 2021, being the second Business Day immediately after the date of the EGM, the Shareholders may during the business hours, on or after 16 March 2021 and until 26 April 2021 (both days inclusive) between 9:00 a.m. and 4:30 p.m. on any Business Day, submit existing share certificates in the colour of purple for the Existing Shares to the Company's share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, in exchange for new share certificates in the colour of blue for the Consolidated Shares and reflecting the Change in Board Lot Size at the expense of the Company.

Thereafter, share certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher.

Subject to the Share Consolidation becoming effective, after 4:10 p.m. on 22 April 2021, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for share certificates for Consolidated Shares at any time but will not be accepted for delivery, settlement and registration purposes.

Reasons for the proposed Share Consolidation

The Group has been actively reviewing from different levels and ways to enrich the development strategy of corporate sustainability and optimisation to create values. The Board believes that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares and will make investing in the Consolidated Shares more attractive to a broader range of institutional and professional investors in order to optimise the Shareholder base.

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the recent trading prices of the Shares, the Board proposes to effect the Share Consolidation in order to comply with the trading requirements of the Listing Rules.

The Share Consolidation will increase the nominal value of the Shares. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price per board lot of the Consolidated Shares on the Stock Exchange, which will reduce the overall transaction and handling costs of dealings in the Consolidated Shares. As a result, the Share Consolidation would not only enable the Company to comply with the trading requirements under the Listing Rules, but would also attract more investors and extend the base of the Shareholders.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in change in the relative rights of the Shareholders save for any fractional Consolidated Shares to which Shareholders may otherwise be entitled.

In view of the above reasons, the Company considers the Share Consolidation justifiable notwithstanding the potential costs and impact arising from creation of odd lots to Shareholders. Accordingly, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

Save as those disclosed in this circular, having considered its current plans in relation to all corporate actions for the next 12 months, the Company expresses no intention to carry out any corporate actions in the next 12 months, including share consolidation, share subdivision and change in board lot size, which would offset the effect of the Share Consolidation.

PROPOSED CHANGE IN BOARD LOT SIZE

The Board also proposes to change the board lot size for trading in the Shares from 2,000 Existing Shares to 6,000 Consolidated Shares subject to and upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.061 per Existing Share (equivalent to HK$0.61 per Consolidated Share) as at the Latest Practicable Date, the value of each board lot of 6,000 Consolidated Shares, assuming that the Share Consolidation had already been effective, would be HK$3,660.

PLACING OF NEW SHARES UNDER SPECIFIC MANDATE

On 23 February 2021 (after trading hours), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Company has conditionally agreed to place, through the Placing Agent on a best efforts basis, up to 19,680,000 Placing Shares at the Placing Price of HK$0.48 per Placing Share to not less than six Placees who are professional, institutional or other investors that are third parties independent of the Company and its connected persons.

THE PLACING AGREEMENT

Date

23 February 2021 (after trading hours)

Parties

Issuer:

The CompanyPlacing Agent: HK Monkey Securities Limited

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner, being Mr. Yuan Zhiming, are third parties independent of and do not have any past or present relationships with the Company and its connected persons.

Placing

The Placing Agent has conditionally agreed to place, or procure the placing of, up to 19,680,000 Placing Shares at the Placing Price of HK$0.48 per Placing Share on a best efforts basis and will receive a placing commission of 1% of the aggregate amount equal to the Placing Price multiplied by the actual number of Placing Shares placed by the Placing Agent (i.e. the gross proceeds from the Placing).

The placing commission payable to the Placing Agent under the Placing Agreement is arrived at after arm's length negotiations between the Company and the Placing Agent with reference to the prevailing market commission rate for similar transactions. The Directors are of the view that the placing commission is fair and reasonable.

Placees

The Placing Agent will place the Placing Shares, on a best efforts basis, to professional, institutional or other investors that are third parties independent of the Company and its connected persons. It is expected that the Placing Shares will be placed to not less than six Placees.

Number of Placing Shares

Assuming there will be no change in the issued share capital of the Company between the Latest Practicable Date and the Completion Date, the maximum number of 19,680,000 Placing Shares under the Placing represents (i) approximately 20% of the issued share capital of the Company as at the effective date of the Share Consolidation; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$1,968,000.

Placing Price

The Placing Price is HK$0.48 per Placing Share which represents:

• (a) a premium of approximately 6.67% to the closing price of HK$0.45 per Existing Share as quoted on the Stock Exchange on the date of the Placing Agreement (assuming the Share Consolidation has taken effect); and

• (b) a premium of approximately 1.27% to the average closing price of HK$0.474 per Existing Share as quoted on the Stock Exchange for the last five consecutive trading days immediately preceding the date of the Placing Agreement (assuming the Share Consolidation has taken effect);

• (c) a discount of approximately 21.31% to the closing price of HK$0.061 per Existing Share as quoted on the Stock Exchange on the Latest Practicable Date (assuming the Share Consolidation has taken effect);

• (d) a discount of approximately 80.17% to the unaudited net asset value of the Group per Existing Share of approximately RMB2.02 (equivalent to approximately HK$2.42 based on the exchange rate on the Latest Practicable Date) as at 30 June 2020 (assuming the Share Consolidation has taken effect) calculated based on the consolidated net assets of the Group of approximately HK$198,592,000 as at 30 June 2020 as extracted from the interim report of the Company for the six months ended 30 June 2020 and 98,400,000 Consolidated Shares;

The Placing Price was determined on an arm's length basis between the Company and the Placing Agent and with reference to the prevailing market price of the Shares. The Directors consider that the Placing Price is fair and reasonable based on the current market conditions.

The Directors note that the Placing Price represents a significant discount to the unaudited consolidated net asset value of the Group per Share as at 30 June 2020. However, the Directors are also aware that the Existing Shares had been traded at a significant discount to the consolidated net asset value per Share (assuming the Share Consolidation has taken effect) in the past year. The closing price during the period from 24 February 2020 (one year before the Latest Practicable Date) up to the Latest Practicable Date ranged from a maximum of HK$0.061 per Existing Share to a minimum of HK$0.028 per Existing Share, and the average closing price is approximately HK$0.038 during such period, which are all far below the consolidated net asset value of the Group per Share as at 30 June 2020 assuming the Share Consolidation has taken effect. Hence, considering the funding needs of the Company, as well as the prevailing market price and trading liquidity of the Company's shares, which have been relatively low in the past year, the Directors are of the view that the discount represented by the Placing Price compared to the consolidated net asset value of the Group per Share would be fair and reasonable, and that the Placing would still be in the interest of the Company and its Shareholders as a whole.

During the 12 month period immediately preceding the Latest Practicable Date, the Company has not undertaken (whether by reference to the date of announcement or the date of share issue) any rights issue, open offer or specific mandate placing. There would be no theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) for the Placing under the Specific Mandate.

Specific Mandate

The Placing Shares proposed to be issued under the Placing Agreement will be allotted and issued under the Specific Mandate, which is subject to the Shareholders' approval at the EGM.

Ranking of Placing Shares

The Placing Shares will rank pari passu in all respects with the existing Shares in issue on the date of allotment and issue of the Placing Shares.

Application for listing of Placing Shares

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.

Conditions precedent

Completion of the Placing Agreement is conditional upon:

• (i) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment and/or despatch of certificates for the Placing Shares) the listing of, and permission to deal in all of the Placing Shares (and such listing and permission not subsequently being revoked);

• (ii) the obligations of the Placing Agent under the Placing Agreement not being terminated in accordance with the terms of the Placing Agreement;

• (iii) the passing of the shareholders' resolutions at the EGM to approve the Placing Agreement and the transaction contemplated thereunder, and the granting of the requisite specific mandate;

• (iv) the Share Consolidation having taken effect.

If the above conditions are not satisfied and/or waived (other than the above condition (i) which cannot be waived) in whole or in part by the Placing Agent on or before 12 April 2021, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties under the Placing Agreement will forthwith cease and determine and no party will have any claim against the other (save for any antecedent breaches of the Placing Agreement). The Company shall seek prior approval from the Shareholders in case the parties intend to extend such long stop date.

Completion

Completion of the Placing will take place within three (3) Business Days after the fulfilment of the conditions as set out above or such other date to be agreed between the Company and the Placing Agent in writing.

Termination of the Placing Agreement

Pursuant to the Placing Agreement, the Placing Agent is entitled to terminate the arrangements set out in the Placing Agreement by notice in writing prior to 10:00 a.m. on the Completion Date, if any of the following occurs:

• (i) there shall have come to the notice of the Placing Agent any material breach of, or any event rendering untrue or incorrect in any material respect; or any matter has arisen or has been discovered which would, had it arisen or been discovered immediately before the date of the announcement of Placing, constitute a material omission therefrom; or any of the representations and warranties of the Company contained herein becomes untrue or incorrect in any material respect or any failure by the Company to perform its undertakings in the Placing Agreement; any of the undertakings, warranties and representations set out in the Placing Agreement would not be true or correct in any material respect if given at that time; or any material breach of any of the obligations imposed upon any party to the Placing Agreement (other than the Placing Agent); or any material adverse change in the business or in the financial or trading position of any member of the Group taken as a whole which is material in the context of the Placing;

• (ii) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole;

• (iii) any event, development or change (whether or not local, national or international or forming part of a series of events, developments or changes occurring or continuing before, on and/or after the date hereof), including an event or charge in relation to or a development of an existing state of affairs of a political, military, industrial, financial, economic, fiscal, regulatory or other nature resulting in a material adverse change in, or which might be expected to result in a material adverse change in, political, economic, fiscal, financial, regulatory or stock market conditions in the PRC (including Hong Kong) and which in the reasonable opinion of the Placing Agent would materially prejudice the success of the Placing or trading of the Shares in the market;

• (iv) any event or circumstance (whether or not forming part of a series of events or circumstances occurring or continuing before, on and/or after the date of the Placing Agreement) or material change or deterioration in local, national, international, political, military, financial, economic, market or trading conditions or any other conditions (whether or not ejusdem generis with any of the foregoing) in any part of the world in which the Company or any other member of the Group carries on business which, in the reasonable opinion of the Placing Agent is or may be materially adverse to the business or financial position or prospects of the Company or any other member of the Group taken as a whole or otherwise makes it inexpedient or inadvisable to proceed with the Placing;

• (v) a change or development involving a prospective change of taxation or exchange control (or the implementation of exchange control) in Hong Kong or the People's Republic of China or elsewhere which will materially and adversely affect the business or the financial or trading position of the Group as a whole or which would, in the reasonable opinion of the Placing Agent, materially prejudice the success of the Placing; or

• (vi) the instigation of any litigation or claim of material importance by any third party against any member of the Group, which has or may have a material adverse effect on the business or financial prospects of the Group and which in the reasonable opinion of the Placing Agent would materially prejudice the success of the Placing.

Upon giving of notice pursuant to the paragraph above, all obligations of the Placing Agent under the Placing Agreement shall cease and determine and no party shall have any claim against any other party of the Placing Agreement in respect of any matter or thing arising out of or in connection with the Placing Agreement, save for any antecedent breaches.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Group's business is primarily marketing products through wholesaling to distributors, and self-operated stores who operate "redkids" branded retail stores in various provinces and municipalities in Mainland China.

Assuming the maximum number of the Placing Shares is placed under the Placing Agreement, the gross proceeds from the Placing will be approximately HK$9,446,400, and the net proceeds will be approximately HK$8,646,400 (after deduction of commission and other expenses incurred in the Placing). It is intended that approximately HK$5 million of the proceeds will be used for repayment of borrowings in the second quarter of 2021 as certain loans from China Construction Bank in the principal sum of RMB17 million will expire in April and May 2021, HK$3.6 million will be used as general working capital in 2021 (among which approximately HK$2 million will be used for settling annual professional fees such as audit fees, legal costs and financial printing fees, and approximately HK$1.6 million will be used for settling general operating costs) and approximately HK$0.8 million will be used for settling professional fees of the Placing.

The Board considers that the Placing represents an opportunity for the Company to raise funds for general working capital and corporate purpose while broadening its shareholders base as well as its capital base.

As revealed in the recent annual reports of the Company, the Group recorded loss for the past 3 years. As at 30 June 2020, the cash and cash equivalent of the Group amounted to approximately RMB38,788,000 and the bank loans of the Group amounted to approximately RMB44,400,000. The Board considers that the Group's existing cash together with the cash generated from the Group's operation may not be sufficient to meet the need for both repayment of liabilities and general operation. Taking into account the financial position of the Group, it is both prudent and important to retain sufficient working capital and further strengthen the financial position of the Group, so as to accommodate the operating cash expenses of the Company and to guard against any unexpected increase in costs or able to respond to any unforeseen need in capital.

Based on the financial condition of the Group and assuming that there would not be extraordinary events in relation to the amount payables and amount receivables of the Group, it is expected that approximately HK$5 million will be required to repay the loans from China Construction Bank in the principal sum of RMB17 million due in April and May 2021 (which are revolving loans and hence the Company expects further loans can be obtained), and approximately HK$5 million will be required for general working capital and for settling the professional fees for placing. The Company expects the proceeds from the Placing will be sufficient to cover the above use. With the Company's other borrowings (including the said revolving loan), the Company is of the view that there will be enough funding for the next 12 months and does not intend to conduct further fund raising activities.

The Board has considered various fund raising methods (such as debt financing and/or other equity financing options) to meet the liquidity needs of the Group before resolving to the Placing. However, the Board is of the view that the Placing would be the best way to satisfy the Company's capital needs because:

• (i) though the Company has considered debt financing, such as bank borrowings, to be other possible fund raising alternatives, the Company is of the view that this will depend on the prevailing market condition, and may be subject to lengthy due diligence and negotiations with banks. As such, the Company considers debt financing to be relatively uncertain and time consuming as compared to equity financing. In addition, taking into account the requirement of interest payments, working capital requirement and the maturity of the Group's borrowings, the Company is of the view that obtaining further bank borrowings is not in the interests of the Shareholders;

• (ii) the Company has also considered other alternatives of equity financing such as rights issue and open offer. However, having considered (1) the relatively higher costs for conducting rights issue or open offer due to additional costs for engagement of underwriter(s), reporting accountants, financial advisers and/or brokerage agent(s); and (2) the relatively longer timetable for rights issue or open offer which usually takes at least two to three months due to more stringent documentary and registration requirements, and (3) the difficulty in identifying interested underwriters with favourable terms, the Board does not consider rights issue and open offer to be desirable alternatives to the Placing having considered the Group and Shareholders' interest as a whole.

Having considered the above, the Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement and the transactions contemplated thereunder (including the Placing, the Placing Price and the Placing commission payable to the Placing Agent) are fair and reasonable, and the Placing will strengthen the Group's financial position, broaden the Company's shareholder base and is in the interests of the Company and the Shareholders as a whole.

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

On 23 June 2017, the Company, Quanzhou Tuoyu Trade Co., Ltd (the "Purchaser") and Bright Oasis Investment Holdings Limited (the "Subscriber") signed a subscription agreement (the "CB Subscription Agreement"), pursuant to which the Company shall issue to the Subscriber the convertible bonds in the principal amount of RMB34,393,044 (i.e. HK$39,552,000) originally due on 22 June 2019 (the "Convertible Bonds"). The Convertible Bonds shall bear interest at the rate of 4.0% per annum on the principal amount of the Convertible Bonds outstanding. Assuming the conversion is exercised in full at the conversion price of HK$0.24 (the "Conversion Price") per new share to be issued under the Convertible Bonds (the "Conversion Share"), 164,800,000 Conversion Shares will be allotted and issued to the Subscriber, representing (i) approximately 16.7% of the total number of Shares in issue as at the Latest Practicable Date; and (ii) approximately 14.3% of the total number of Shares in issue as enlarged by the allotment and issue of the Conversion Shares.

On 12 June 2019, the Company, the Purchaser and the Subscriber have entered into the deed of amendment to amend certain terms of the CB Subscription Agreement and the Convertible Bonds, such that (i) the Company shall repay to the Subscriber a partial principal amount of Convertible Bonds of RMB18,629,566, (ii) the Convertible Bonds in the aggregate principal amount of not more than RMB34,393,044 representing 164,800,000 conversion Shares at the conversion price of HK$0.24 per Share shall be adjusted to an aggregate outstanding principal amount of RMB15,763,478 representing 164,800,000 conversion Shares at the conversion price of HK$0.11 per Share; (iii) the maturity date of the Convertible Bonds shall be extended from 23 June 2019 to 23 June 2021; and (iv) the interest rate of the Convertible Bonds shall be adjusted from 4.0% per annum to 8.0% per annum on the principal amount of the Convertible Bonds outstanding.

On 1 February 2021, the Company, the Purchaser and the Subscriber entered into the supplemental deed of amendment (the "Supplemental Deed of Amendment") to further amend and restate the terms of the CB Subscription Agreement and the Convertible Bonds. Under the Supplemental Deed of Amendment, the parties thereto agreed that upon the fulfilment of conditions precedent, the maturity date of the Convertible Bonds shall be extended from 23 June 2021 to 23 June 2023.

For further details, please refer to the announcements of the Company dated 2 June 2017, 23 June 2017, 12 June 2019 and 1 February 2021.

The number of Conversion Shares and the Conversion Price are subject to adjustment due to the Share Consolidation. Please refer to the section headed "Adjustment in relation to the other securities of the Company" on pages 7 to 9 of this circular.

SHAREHOLDING STRUCTURE OF THE COMPANY UPON COMPLETION OF THE PLACING

The shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon Completion of the Placing (assuming the maximum number of Placing Shares are placed and there is no change in the share capital of the Company from the Latest Practicable Date up to the Completion of the Placing) are set out as follows:

Shareholders

Think Wise Holdings

248,176,694 25.2

Investment Limited (Note 1)

Rightful Style Limited

(Note 2)

Snowy Wise Limited

(Note 3)

Placees

Other public Shareholders

652,371,306 66.2

Total (Note 4)

984,000,000 100.00

42,312,000 4.3

42,240,000 4.3

-

-

Notes:

• 1. Think Wise Holdings Investment Limited is wholly-owned and controlled by Mr. Ding Peiji. Accordingly, Mr. Ding Peiji is deemed to be interested in all the Shares in which Think Wise Holdings Investment Limited is interested under the SFO.

• 2. Rightful Style Limited is wholly-owned and controlled by Mr. Ding Peiyuan. Accordingly, Mr. Ding Peiyuan is deemed to be interested in all the Shares in which Rightful Style Limited is interested under the SFO.

• 3. Snowy Wise Limited is wholly-owned and controlled by Ms. Ding Lizhen. Accordingly, Ms. Ding Lizhen is deemed to be interested in all the Shares in which Snowy Wise Limited is interested under the SFO.

• 4. The sum of the percentage does not add up to 100% because of rounding.

EGM

A notice convening the EGM to be held at 3rd Floor, Redkids Office Building, No. 168 Chong Rong Street, Economic Technology Development Zone, Quanzhou City, Fujian Province, China on Friday, 12 March 2021 at 11:00 a.m. is set out on pages 25 to 27 of this circular.

To the best knowledge and belief of the Company, no Shareholder shall be required to abstain from voting at the EGM.

PROXY ARRANGEMENT

A proxy form for use by the Shareholders at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed on such form and return it 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, Wanchai, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting. Such proxy form for use at the EGM is also published on the website of the Stock Exchange atwww.hkexnews.hkand on the website of the Company at www.redkids.com. Completion and return of the proxy form will not preclude you from attending and voting at the EGM in person or any adjourned meeting, as the case may be, should you so desire.

VOTING BY POLL AT THE EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes 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 by a show of hands. Pursuant to Article 66 of the Articles, all resolutions put to the vote at the EGM will be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

PRECAUTIONARY MEASURES AT THE EGM

To ensure the health and safety of the attendees at the EGM, the Company intends to implement precautionary measures at the EGM including: (a) compulsory temperature checks at the entrance of the venue of the meeting; (b) attendees are required to bring their own surgical masks and those who had high temperature or not wearing surgical masks might be denied access to the venue of the meeting; (c) no corporate gift, refreshments or drinks will be provided at the meeting; and (d) depending on circumstances, separate rooms connected by instant electronic conference facilities may be arranged at the venue of the meeting to limit the number of attendees at each room.

Shareholders, particularly those who are unwell or subject to quarantine requirements or travel restrictions, are reminded that instead of attending the EGM in person, they may appoint any person or the chairman of the EGM as proxy to vote on the resolutions at the EGM by lodging the form of proxy or appropriate corporate appointment forms.

Subject to the development of the COVID-19 epidemic, the Company may implement further precautionary measures as may be appropriate or desirable for the health and safety of attendees of the EGM.

RECOMMENDATION

The Directors consider that the Share Consolidation, the Change in Board Lot Size, the terms of Placing Agreement and the transaction contemplated thereunder (including the grant of the Specific Mandate for the allotment and issue of the Placing Shares) are on normal commercial terms, fair and reasonable, and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed in the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL

In case of any discrepancies between the Chinese and English versions of this circular, the English version shall prevail.

Yours faithfully,

For and on behalf of

Miko International Holdings Limited

Ding Peiji

Chairman

MIKO INTERNATIONAL HOLDINGS LIMITED

Ϸࣸ਷ყછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1247)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting ("Meeting") of the shareholders of Miko International Holdings Limited (the "Company") will be held at 3rd Floor, Redkids Office Building, No. 168 Chong Rong Street, Economic Technology Development Zone, Quanzhou City, Fujian Province, China on Friday, 12 March 2021 at 11:00 a.m. to consider and, if thought fit, transact the following business:

ORDINARY RESOLUTIONS

1.

"THAT subject to and conditional upon, among other things, the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:

• (a) every ten (10) issued and unissued shares of HK$0.01 each in the share capital of the Company be consolidated into one (1) share of HK$0.10 each (each a "Consolidated Share"), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the memorandum of association and bye-laws of the Company (the "Share Consolidation");

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Director(s)") may think fit; and

• (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing."

2.

"THAT subject to the passing of resolution 1 as set out in the notice of the Meeting,

• (a) the placing agreement dated 23 February 2021 (the "Placing Agreement"), (a copy of which is produced to the Meeting and signed by the chairman of the Meeting for identification purpose), entered into between the Company as issuer and HK Monkey Securities Limited ("HK Monkey") as placing agent in relation to the placing of up to 19,680,000 new ordinary shares of HK$0.10 each (the "Share(s)") in the share capital of the Company (the "Placing Shares") at the placing price of HK$0.48 per Share and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) conditional upon, among other things, the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares, the Directors be and are hereby granted a specific mandate to exercise all the powers of the Company to allot and issue the Placing Shares, subject to and in accordance with the terms and conditions set out in the Placing Agreement. This specific mandate so granted is in addition to, and shall not prejudice nor revoke any general or specific mandate(s) which has/have been granted or may from time to time be granted to the Directors by the shareholders of the Company at, before or after the passing of this resolution; and

• (c) any one Director be and is hereby authorised to sign, execute, perfect and deliver all such documents and deeds, and do all such acts, matters and things as are, in the opinion of such Director, desirable or expedient to give effect to the Placing Agreement, all the transactions contemplated thereunder and/or any matter ancillary or incidental thereto (including without limitation the allotment and issue of the Placing Shares pursuant thereto), to agree to such variations, amendments or waivers to or of any of the provisions of the Placing Agreement and all documents ancillary or incidental thereto as are, in the opinion of such director of the Company, not of a material nature and in the interest of the Company, and to effect or implement any other matter referred to in this resolution."

By order of the Board of

Miko International Holdings Limited

Ding Peiji

Chairman

Hong Kong

25 February 2021

Notes:

• 1. Pursuant to Rule 13.39(4) of the Listing Rules, all votes 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 by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

• 2. The register of members of the Company will be closed from Tuesday, 9 March 2021 to Friday, 12 March 2021, both days inclusive, during which no transfer of shares of the Company will be registered. In order to be entitled to attend and vote at the Meeting, shareholders of the Company must ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong

• Kong, no later than 4:30 p.m. on Monday, 8 March 2021.

• 3. Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint another person as his or her proxy to attend and vote on his or her behalf. A shareholder of the Company who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a shareholder of the Company.

• 4. Where there are joint registered holders of any shares of the Company, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such shares as if he or she was solely entitled to do so. However, if more than one of such joint holders be present at any Meeting personally or by proxy, the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect of such joint holding.

• 5. In order to be valid, a proxy form in the prescribed form together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with 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, Wanchai, Hong Kong no later than 48 hours before the time fixed for holding the Meeting or any adjournment of such meeting.

  As at the date of this notice of Meeting, the executive Directors are Mr. Ding Peiji, Mr. Ding

Peiyuan and Ms. Ding Lizhen, and the independent non-executive Directors are Mr. Hung Cho Sing, Mr. Chan Wai Wong and Mr. Wu Shiming.