Capital VC : I. PROPOSED SHARE CONSOLIDATION; II. PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY ONE CONSOLIDATED SHARE HELD ON THE RECORD DATE AT HK$0.20 PER RIGHTS SHARE; AND III. NOTICE OF EXTRAORDINARY GENERAL MEETING (in PDF)

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult 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 Capital VC Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to their 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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

Capital VC Limited 首都創投有限公司

(Incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as CNI VC Limited) (Stock Code: 02324)

1. PROPOSED SHARE CONSOLIDATION;

2. PROPOSED RIGHTS ISSUE ON THE BASIS OF THREE RIGHTS SHARES FOR EVERY ONE

   CONSOLIDATED SHARE HELD ON THE RECORD DATE AT HK$0.20 PER RIGHTS SHARE; AND

3. NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company

Underwriter of the Rights Issue

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

Grand Vinco Capital Limited

(A wholly-owned subsidiary of Vinco Financial Group Limited)

A letter from the Board is set out on pages 11 to 32 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on page 33 of this circular. A letter from Vinco Capital containing its recommendation to the Independent Board Committee and the Independent Shareholders is set out on pages 34 to 60 of this circular.

A notice convening the extraordinary general meeting of the Company (the ''EGM'') to be held at 11:00 a.m. on Tuesday, 7 February 2017 at Portion 2, 12/F., The Centre, 99 Queen's Road Central, Hong Kong, is set out on pages EGM-1 to EGM-4 of this circular. Whether or not you intend to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, 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 scheduled for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending or voting in person at the EGM or any adjourned meeting should you so wish.

The Consolidated Shares will be dealt in on an ex-rights basis from 9:00 a.m. on Thursday, 9 February 2017. Dealings in the Rights Shares in their nil- paid form will take place from 9:00 a.m. on Wednesday, 22 February 2017 to 4:00 p.m. on Wednesday, 1 March 2017 (both dates inclusive). It is expected that the conditions referred to in the section headed ''Termination of the Underwriting Agreement'' in this circular are to be fulfilled on or before 4:00 p.m. on Wednesday, 8 March 2017. If the conditions referred to in that section are not fulfilled, the Underwriting Agreement shall terminate and the Rights Issue will not proceed. Any person contemplating buying or selling Shares or Consolidated Shares (as the case may be) from the Latest Practicable Date and up to the date on which all the conditions of the Rights Issue are fulfilled, and any dealings in the Rights Shares in their nil-paid form from 9:00 a.m. on Wednesday, 22 February 2017 to 4:00 p.m. on Wednesday, 1 March 2017 (both dates inclusive) will accordingly bear the risk that the Rights Issue may not become unconditional and/or may not proceed. Any person contemplating dealing in the Shares, the Consolidated Shares and/or the Rights Shares in their nil-paid form are recommended to consult his/her own professional adviser.

It should be noted that the Underwriting Agreement contains provisions entitling the Underwriter by notice in writing to the Company at any time prior to 4:00 p.m. on the Latest Time for Termination to terminate its obligations under the Underwriting Agreement on the occurrence of certain events including force majeure. These events are set out under the section headed ''Termination of the Underwriting Agreement'' on page 10 of this circular.

Upon the delivery of the notice of termination, all obligations of the Underwriter under the Underwriting Agreement shall cease and determine and neither party shall have any claim against the other party in respect of any matter or thing arising out of or in connection with the Underwriting Agreement. If the Underwriter exercises such right, the Rights Issue will not proceed.

13 January 2017

Page

Expected timetable ..... ........ ....... ....... ........ ....... ........ ....... .. 1

Definitions ..... ....... ........ ....... ....... ........ ....... ........ ....... .. 5

Termination of the Underwriting Agreement ... ........ ....... ........ ....... .. 10

Letter from the Board .. ........ ....... ....... ........ ....... ........ ....... .. 11

Letter from the Independent Board Committee . ........ ....... ........ ....... .. 33

Letter from Vinco Capital ...... ....... ....... ........ ....... ........ ....... .. 34

Appendix I - Financial Information of the Group ....... ........ ....... .. I-1 Appendix II - Unaudited Pro Forma Financial Information of the Group .. . II-1 Appendix III - General Information ...... ........ ....... ........ ....... .. III-1

Appendix IV - Additional Disclosures .... ........ ....... ........ ....... .. IV-1

Notice of the EGM ..... ........ ....... ....... ........ ....... ........ ....... .. EGM-1

The expected timetable for the Share Consolidation and the Rights Issue is set below:

Event Time and date

2017

Despatch of the circular, notice and proxy

form of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 13 January

Latest time for lodging transfer of shares to qualify

for attendance and voting at the EGM . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 27 January

Closure of register of members of the Company . . . . . . . . . . . . . Wednesday, 1 February to

Tuesday, 7 February (both dates inclusive)

Latest time for lodging proxy forms for the purpose of

the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Sunday, 5 February

Expected date and time of the EGM . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 7 February Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 February Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . Wednesday, 8 February

Commencement of dealings in

the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 8 February

Original counter for trading in Shares

(in board lots of 20,000 Shares) temporarily closes . . . . 9:00 a.m. on Wednesday, 8 February

Temporary counter for trading in Consolidated Shares in board lots of 4,000 Consolidated Shares

(in the form of existing share certificates) opens . . . . . 9:00 a.m. on Wednesday, 8 February

First day for free exchange of existing

share certificates for new share certificates

for Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . Wednesday, 8 February

Last day of dealings in Consolidated Shares

on a cum-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, 8 February

Event Time and date

2017

First day of dealings in Consolidated Shares

on an ex-rights basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 9 February

Latest time for lodging transfers of Consolidated Shares

in order to qualify for the Rights Issue . . . . . . . . . . . . . 4:30 p.m. on Friday, 10 February

Register of members closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 13 February to

Friday, 17 February (both dates inclusive)

Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 17 February

Register of members re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 20 February

Despatch of the Prospectus Documents . . . . . . . . . . . . . . . . . . . . . . Monday, 20 February Original counter for trading in Consolidated Shares

in new board lots of 20,000 Consolidated Shares

(in the form of new share certificates) re-opens . . . . . 9:00 a.m. on Wednesday, 22 February

Designated broker starts to stand in the market

to provide matching services for the sale and

purchase of odd lots of Consolidated Shares . . . . . . . 9:00 a.m. on Wednesday, 22 February

Parallel trading in Consolidated Shares (in the form of new and

existing share certificates) begins . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 22 February First day of dealings in nil-paid Rights Shares . . . . . . . 9:00 a.m. on Wednesday, 22 February Latest time for splitting nil-paid Rights Shares . . . . . . . . . . 4:30 p.m. on Friday, 24 February Last day of dealings in nil-paid Rights Shares . . . . . . . . . . 4:00 p.m. on Wednesday, 1 March

Latest time for acceptance of and payment

for the Rights Issue . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 6 March