Cowell e Holdings Inc. — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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 Cowell e Holdings Inc., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

(2) PROPOSED RE-ELECTION OF DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “ AGM ”) of Cowell e Holdings Inc. to be held by way of virtual meeting on 25 May, 2023 at 10 a.m. is set out on pages 17 to 21 of this circular. If you are not able to attend and/or vote at the AGM, you are strongly urged to complete and return the form of proxy, a copy of which is enclosed, in accordance with the instructions printed thereon as soon as possible and in any event not later than 23 May, 2023 at 10:00 a.m. (Hong Kong Time).

The Shareholders and/or their proxies will NOT be able to attend the Annual General Meeting in person, and can only attend the Annual General Meeting via visiting the website at http://meetings.computershare.com/Cowelle2022AGM which enables audio live streaming of the Annual General Meeting.

Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

29 April, 2023

CONTENTS

	Page
GUIDANCE FOR THE ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	1
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX I — EXPLANATORY STATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II — DETAILS OF DIRECTORS PROPOSED
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

GUIDANCE FOR THE ANNUAL GENERAL MEETING

ATTENDING THE AGM BY MEANS OF ELECTRONIC FACILITIES

No Shareholder, proxy or corporate representative should attend the AGM in person. The Company strongly encourages Shareholders to attend, participate and vote at the AGM through online access by visiting the website — http://meetings.computershare.com/Cowelle2022AGM (the “ Online Platform ”). Shareholders participating in the AGM using the Online Platform will also be counted towards the quorum and they will be able to cast their vote and submit questions through the Online Platform.

The Online Platform permits a “split vote” on a resolution, in other words, a Shareholder casting his/her/its votes through the Online Platform does not have to vote all of his/her/its shares in the same way (“ For ” or “ Against ”). In the case of a proxy, he/she can vote such number of shares in respect of which he/she has been appointed as a proxy. Votes cast through the Online Platform are irrevocable once the voting session at the AGM ends.

The Online Platform will be open for registered Shareholders and non-registered Shareholders (see below for login details and arrangements) to log in approximately 30 minutes prior to the commencement of the AGM and can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the Online Platform to complete the related procedures. Please refer to the Online User Guide for the AGM sent together with this circular for assistance. Any missed contents as a result of connection issues arisen from the Shareholders will not be repeated.

Login details for registered Shareholders

Details regarding the AGM arrangements including login details to access the Online Platform are included in the Company’s notification letter to registered Shareholders sent together with this circular.

Login details for non-registered Shareholders

Non-registered Shareholders who wish to attend, participate and vote at the AGM using the Online Platform should:

• (1) contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their shares are held (together, the “ Intermediary ”) to appoint themselves as proxy or corporate representative to attend the AGM; and

• (2) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.

– 1 –

GUIDANCE FOR THE ANNUAL GENERAL MEETING

Details regarding the AGM arrangements including login details to access the Online Platform will be sent by the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, to the email address of the non-registered Shareholders provided by the Intermediary. Any non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 12:00 noon on Wednesday, 24 May 2023 should reach out to the Hong Kong branch share registrar of the Company for assistance. Without the login details, non-registered Shareholders will not be able to participate and vote using the Online Platform. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above.

Login details for proxies

Details regarding the AGM arrangements including login details to access the Online Platform will be sent by the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, to the email address of the proxies provided to it in the relevant proxy forms.

Registered and non-registered Shareholders should note that only one device is allowed in respect of each set of login details. Please also keep the login details in safe custody for use at the AGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise. For enquiries regarding the login details to access the Online AGM, please call Computershare Hong Kong Investor Services Limited on (852) 2862 8555 for assistance.

If any shareholder has any question relating to the AGM, please contact the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited as follows:

Computershare Hong Kong Investor Services Limited 17M Floor, Hopewell Centre 183 Queen’s Road East, Wanchai, Hong Kong

Website: www.computershare.com/hk/contact Tel: (852) 2862 8555 Fax: (852) 2865 0990

– 2 –

DEFINITIONS

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

• “AGM” the annual general meeting virtual meeting of the Company to be held by way of virtual meeting on 25 May, 2023 at 10 a.m.

• “Articles of Association” the articles of association of the Company “Board” the board of Directors “Company” Cowell e Holdings Inc. (高偉電子控股有限公司), 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)” director(s) of the Company “GLITL” Guangzhou Luxvisions Innovation Technology Limited (廣 州立景創新科技有限公司), a company established under the laws of the PRC and a subsidiary of LIL

• “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Issue Mandate” a general and unconditional mandate proposed to be granted to the Directors at the AGM to authorize them to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the issued Shares as at the date of the AGM

• “Latest Practicable Date” 25 April, 2023, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

– 3 –

DEFINITIONS

• “LIL”

• “Listing Rules”

• “Lite-On”

• “LITL”

• “PRC”

• “Repurchase Mandate”

Luxvisions Innovation Limited (立景創新有限公司), a company incorporated in Hong Kong with limited liability. As at the date of this announcement, LIL is owed as to (i) approximately 53.415% by Mr. Wang Laixi (a controlling Shareholder); (ii) approximately 43.659% by Luxsan Limited (景汕有限公司), which is a company incorporated in Hong Kong with limited liability and owned as to by Ms. Wang Laichun (an elder sister of Mr. Wang Laixi), Mr. Wang Laisheng (an elder brother of Mr. Wang Laixi) and Ms. Wang Laijiao (an elder sister of Mr. Wang Laixi) as to 34%, 33% and 33%, respectively; and (iii) approximately 2.927% by Lite-On

• the Rules Governing the Listing of Securities on the Stock Exchange

• Lite-On Singapore Pte. Limited, a company incorporated in Singapore with limited liability and a wholly-owned subsidiary of Lite-On Technology Corporation (光寶科技股 份有限公司) which is a company incorporated in Taiwan with limited liability and listed on the Taiwan Stock Exchange (stock code: 2301)

• Luxvisions Innovation Technology Limited (立景創新科技 有限公司), a limited liability company incorporated in Hong Kong which is a wholly-owned subsidiary of GLITL

the People’s Republic of China

• a general and unconditional mandate proposed to be granted to the Directors at the AGM to authorize them to repurchase up to a maximum of 10% of the issued Shares as at the date of the AGM

– 4 –

DEFINITIONS

“SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

“Shares(s)”

ordinary share(s) of US$0.004 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company

• “Shareholder(s)” holder(s) of Share(s)

• “Share Option Scheme”

• the share option scheme adopted by the Company pursuant to a resolution passed by the shareholders of the Company on 5 May, 2021

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “subsidiary(ies)”

subsidiary(ies) within the meaning of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time

• “Takeovers Code”

The Code on Takeovers and Mergers and Share Buy-backs published by the Securities and Futures Commission of Hong Kong, as amended or supplemented from time to time

• “US$” U.S. dollars, the lawful currency of the United States of America

• “%” per cent.

– 5 –

LETTER FROM THE BOARD

Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

Executive Directors

Mr. Meng Yan (Chairman) Mr. Wu Ying-Cheng

Non-executive Directors

Mr. Chen Han-Yang Mr. Yang Li

Independent non-executive Directors

Ms. Su Yen-Hsueh Mr. Tsai Chen-Lung Ms. Liu Xia

Registered Office

PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Headquarter and Principal Place of Business in the PRC

No. 1 Songbai Road Huanan Industrial Zone Liaobu Town Dongguan City Guangdong Province, PRC

Principal Place of Business in Hong Kong

Suite 1620

16/F, Ocean Centre 5 Canton Road Tsimshatsui Kowloon Hong Kong

29 April, 2023

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES (2) PROPOSED RE-ELECTION OF DIRECTORS AND (3) NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the AGM for (i) the grant of the Issue Mandate; (ii) the Repurchase Mandate; (iii) the re-election of retiring Directors; and (iv) to give you notice of the AGM.

– 6 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

• (a) to allot, issue and otherwise deal with new Shares not exceeding 20% of the issued Shares as at the date of passing of the proposed resolution at the AGM; and

• (b) to repurchase Shares not exceeding 10% of the issued Shares as at the date of passing the proposed resolution at the AGM,

and to authorize an extension of the limit of the Issue Mandate granted by adding to it an amount representing the Shares repurchased by the Company under the Repurchase Mandate.

The Issue Mandate and the Repurchase Mandate shall be effective until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company; or

• (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable law to be held; or

• (c) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors.

Issue Mandate

The Company had in issue 844,246,800 Shares as at the Latest Practicable Date. Subject to the passing of the proposed resolution approving the Issue Mandate and in accordance with the terms therein, on the basis of 844,246,800 existing Shares in issue and assuming that such number of issued Shares remains the same at the date of passing the proposed resolution, the Company could under the Issue Mandate allot, issue and deal with up to 168,849,360 Shares, representing 20% of the total issued Shares at the date of passing of the resolution approving the Issue Mandate.

As at the Latest Practicable Date, the Directors have no immediate plans to issue any Shares under the Issue Mandate.

Details of the Issued Mandate are set out in Resolutions No. 4 and 6 respectively in the notice of the AGM.

– 7 –

LETTER FROM THE BOARD

Repurchase Mandate

Subject to the passing of the proposed resolution approving the Repurchase Mandate and in accordance with the terms therein, on the basis of 844,246,800 existing Shares in issue and assuming that such number of issued Shares remains the same at the date of passing the proposed resolution, the Company could under the Repurchase Mandate repurchase up to 84,424,680 Shares, representing 10% of the issued Shares at the time of passing of the resolution approving the Repurchase Mandate.

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

As at the Latest Practicable Date, the Directors have no immediate plans to repurchase any Shares under the Repurchase Mandate.

Details of the Repurchase Mandate are set out in Resolution No. 5 in the notice of AGM.

3. RE-ELECTION OF DIRECTORS

Pursuant to Article 16.18 of the Articles of Association and the Corporate Governance Code set out in Appendix 14 to the Listing Rules, Mr. Chen Han-Yang, Mr. Yang Li and Mr. Tsai Chen-Lung shall retire from the office and, being eligible, offer themselves for re-election as Directors at the AGM.

When identifying suitable candidates for directorship, the nomination committee of the Company carries out the selection process by making reference to the skills, experience, background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company’s needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set out in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria as set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended to the Board for approval.

In considering the re-election of Mr. Tsai Chen-Lung as an independent non-executive Director, the Board, with the assistance and recommendation from the nomination committee of the Company, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to gender, age, cultural and ethnic background,

– 8 –

LETTER FROM THE BOARD

professional qualification, skills, knowledge and length of service. The Board considers that Mr. Tsai possess rich experience in his skills and industries and is able to provide valuable advices in areas of information system, electronic computer engineering and/or business to the Company, thus contributing to better corporate governance of the Company. The Board is also of the view that during the tenure of Mr. Tsai as an independent non-executive Director, has made positive contributions to the Company’s strategy, policies and performance with his independent advice, comments, judgment from the perspective of his background coupled with his general understanding of business of the Group. He has contributed to the diversity of the Board in terms of his professional qualification, skills and knowledge.

The Board considered that Mr. Tsai has been independent according to the requirements as set out in Rule 3.13 of the Listing Rules since his appointment as independent non-executive Director. In particular, Mr. Tsai does not have any past or present financial or other interest in the business of the Company, or any of its subsidiaries or holding company. Save as serving as independent non-executive Director, he has not taken up any other positions in the Company, or any of its subsidiaries or holding company. Therefore, the Board considered that Mr. Tsai is still independent and recommended the Shareholders to re-elect him as an independent non-executive Director.

The biographical details, interests in the Shares and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Directors proposed for re-election at the AGM are set out in Appendix II to this circular.

4. ANNUAL GENERAL MEETING

A notice convening the AGM for the purpose of considering, inter alia, (i) the Issue Mandate; (ii) the Repurchase Mandate; and (iii) the re-election of the retiring Directors is set out in on pages 17 to 21 of this circular.

If you are not able to attend and/or vote at the AGM, you are strongly urged to complete and return the form of proxy, a copy of which is enclosed, in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 23 May, 2023 at 10:00 a.m. (Hong Kong Time).

Completion and return of the form of proxy will not preclude you from attending and voting through online platform at the meeting should you so wish.

– 9 –

LETTER FROM THE BOARD

All the resolutions proposed to be approved at the AGM will be taken by poll and an announcement will be made by the Company on the poll results of the AGM as soon as possible after the conclusion of the AGM.

5. RECOMMENDATION

The Board (including the independent non-executive Directors) are of the opinion that the proposed (i) grant of the Issue Mandate; (ii) the Repurchase Mandate; and (iii) re-election of Directors; are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

6. 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.

7. GENERAL

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Yours faithfully, By order of the Board Cowell e Holdings Inc. Meng Yan Chairman

– 10 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders for their consideration of the proposed resolutions in relation to the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 844,246,800 Shares. Subject to the passing of Resolution No. 5 approving the Repurchase Mandate as set out in the notice of the AGM and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 84,424,680 Shares, representing 10% of the total issued Shares.

The Shares repurchased by the Company under the Repurchase Mandate shall be cancelled automatically.

2. REASONS FOR REPURCHASE

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Company to purchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an increase of the net asset value of the Company and its assets and/or its earnings per Share and will only be made as and when the Directors believe such repurchases will benefit the Company and the Shareholders as a whole.

3. FUNDING OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.

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 accounts contained in the annual report of the Company for the year ended 31 December, 2022) in the event that the Repurchase Mandate is exercised in full at any time during the proposed repurchase period. The Directors, however, do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

– 11 –

EXPLANATORY STATEMENT

APPENDIX I

4. SHARE PRICE

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange during each of the previous 12 months up to the Latest Practicable Date were as follows:

	Highest	Lowest
	(HK$)	(HK$)
2022
April	9.43	6.81
May	8.99	6.65
June	10.80	6.95
July	14.58	9.20
August	18.10	13.04
September	18.16	10.76
October	12.38	9.37
November	14.50	9.17
December	13.70	10.40
2023
January	16.3	10.10
February	17.80	14.02
March	20.70	14.24
April (up to the Latest Practicable Date)	21.05	14.80

5. DISCLOSURE OF INTERESTS AND MINIMUM PUBLIC HOLDING

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), has any present intention to sell Shares to the Company or its subsidiaries any of the Shares if the Repurchase Mandate is approved at the AGM and exercised. No core connected person of the Company has notified the Company that he/she/it has any present intention to sell any of the Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make purchases pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Cayman Islands.

– 12 –

EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, LITL is directly and beneficially holding 616,658,760 Shares, representing approximately 73.04% of the total number of issued Shares as at the Latest Practicable Date.

LITL, a limited liability company incorporated in Hong Kong, is a wholly-owned subsidiary of GLITL which is a company incorporated in the PRC. GLITL is owned as to approximately 58.35% by LIL, a company incorporated in Hong Kong with limited liability and is owned as to approximately 53.42% by Mr. Wang Laixi, approximately 43.65% by Luxsan Limited (景汕有限公 司) and approximately 2.93% by Lite-On. Luxsan Limited (景汕有限公司), a limited liability company incorporated in Hong Kong, is owned as to by Ms. Wang Laichun (an elder sister of Mr. Wang Laixi), Mr. Wang Laisheng (an elder brother of Mr. Wang Laixi) and Ms. Wang Laijiao (an elder sister of Mr. Wang Laixi) as to 34%, 33% and 33%, respectively. Mr. Wang Laixi, Ms. Wang Laichun, Mr. Wang Laisheng, Ms. Wang Laijiao, Luxsan Limited, LIL and GLITL are deemed to be interested in the Shares held by LITL in accordance with the SFO.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate to be proposed at the AGM and on the assumption that there is no change in the issued share capital of the Company from the Latest Practicable Date to the date of the AGM, the percentage shareholding of the abovementioned Shareholders in the Company would be increased to 81.16% of the total number of issued Shares at the AGM. In the opinion of the Directors, such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code. The Company has no present intention to repurchase Shares to such extent as to result in any mandatory offer to be made by any persons under Rule 26 of the Takeovers Code.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that may result in the public shareholding of less than 25% of the issued share capital of the Company.

6. SHARE REPURCHASE MADE BY THE COMPANY

The Company did not purchase any Share (whether on the Stock Exchange or otherwise) during the six months prior to the Latest Practicable Date.

– 13 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The details of the Directors who will retire from office at the AGM and, being eligible, would offer themselves for re-election at the AGM, are set out below:

THE INFORMATION OF THE RETIRING DIRECTORS

Mr. Chen Han-Yang (“Mr. Chen”) (陳漢洋) , aged 52, is a non-executive Director. He obtained a master’s degree in banking and finance from the Tamkang University (台灣淡江大學) in 1998. Mr. Chen has been working in the investment, mergers and acquisitions and corporate management in Fortune 500 corporations. He has been the head of investment of Luxshare Precision Industry Co., Limited since 2016 and has been primarily responsible for corporation investment. Mr. Chen has extensive experience in the consumer electronics industry.

Mr. Chen has entered into a letter of appointment with the Company under which he agreed to act as non-executive Director for an initial term of three years commencing from 1 March 2021, which may be terminated by not less than one months’ notice in writing served by either Mr. Chen or the Company. Mr. Chen is entitled to a remuneration of US$50,000 per annum as non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company’s remuneration policy and the prevailing market standards. For the year ended 31 December, 2022 remuneration and bonus paid to Mr. Chen was US$193,940. As at the Latest Practicable Date, Mr. Chen is interested in 2,240,000 underlying shares of the Company arising from the share options granted to him on 25 May 2021 under the Share Option Scheme. Save as disclosed above, Mr. Chen does not have any other interests in the shares of the Company pursuant to Part XV of the SFO.

Mr. Chen did not hold any directorship in any listed companies during the past three years. Save for the information disclosed above, there is no information of Mr. Chen which is discloseable pursuant to any of the requirements under Rules 13.51(2)(a) to (v) of the Listing Rules and there are no other matters concerning Mr. Chen that need to be brought to the attention of the Shareholders.

Mr. Yang Li (“Mr. Yang”) (楊立) , aged 37, is a non-executive Director. He joined Luxshare Precision Industry Co., Limited in July 2007. He has over 10 years of experiences in supply chain and operation management in consumer electronics industry. He has been chief operating officer of Shenzhen Luxshare Precision Industry Co., Limited, Bozhou Lanto Electronics Co., Limited and Luxshare Precision Industry (Chuzhou) Co., Limited.

– 14 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Yang has entered into a service contract with the Company under which he agreed to act as non-executive Director for an initial term of three years commencing from 1 March 2021, which may be terminated by not less than one month’s notice in writing served by either Mr. Yang or the Company. Mr. Yang is entitled to a remuneration of US$50,000 per annum as non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company’s remuneration policy and the prevailing market standards. For the year ended 31 December, 2022, the remuneration and bonus paid to Mr. Yang was US$193,940.

As at the Latest Practicable Date, Mr. Yang is interested in 2,240,000 underlying shares of the Company arising from the share options granted to him on 25 May 2021 under the Share Option Scheme. Save as disclosed above, Mr. Yang does not have any other interests in the shares of the Company pursuant to Part XV of the SFO.

Mr. Yang did not hold any directorship in any listed companies during the past three years. Save for the information disclosed above, there is no information of Mr. Yang which is discloseable pursuant to any of the requirements under Rules 13.51(2)(a) to (v) of the Listing Rules and there are no other matters concerning Mr. Yang that need to be brought to the attention of the Shareholders.

Mr. Tsai Chen-Lung (“Mr. Tsai”) (蔡鎮隆) , aged 50, is an independent non-executive Director, a chairman of the Nomination Committee and a member of each of the Remuneration Committee and the Audit Committee. Mr. Tsai obtained a bachelor’s degree majoring in information system from the Western United States International University and a master’s degree majoring in electronic computer engineering from the Arizona State University. Mr. Tsai is currently the chief strategy officer of Taiwan Luxshare-ICT Company Limited, a director of Stech International Company Limited, a director of Space Speed Technology Limited, the chairman of the board of directors of Speedtech (LS-ICT) Company Limited, the legal representative of Luxshare-ICT Inc., the legal representative of Leader Precision Industry Corporation Limited, a director of Luxshare Precision Accessory (Kunshan) Limited, and the chairman of Toyoshima Corporation (M) Sdn. Bhd. Mr. Tsai was appointed as an independent non-executive Director on 15 January, 2021.

Mr. Tsai has entered into a letter of appointment with the Company for a term of 3 years commencing from 15 January 2021, which may be terminated by not less than one month’s notice in writing served by either Mr. Tsai or the Company. Mr. Tsai is entitled to a remuneration of US$20,000 per annum as independent non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company’s remuneration policy and the prevailing market standards. For the year ended 31 December, 2022, the remuneration paid to Mr. Tsai was US$20,000.

– 15 –

APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Tsai has confirmed that he meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.

Mr. Tsai did not hold any directorship in any listed companies during the past three years. As at the Latest Practicable Date, Mr. Tsai does not have any other interests or underlying Share of the Company pursuant to Part XV of the SFO.

None of Mr. Chen, Mr. Yang and Mr. Tsai have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters concerning any of Mr. Chen, Mr. Yang and Mr. Tsai that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

Cowell e Holdings Inc. 高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ AGM ”) of Cowell e Holdings Inc. (the “ Company ”) will be held by way of virtual meeting on 25 May, 2023 at 10 a.m. for considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:

1. To receive and approve the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors (the “ Directors ”) and the auditor of the Company for the year ended 31 December, 2022;

2. (a) To re-elect the following retiring Directors:

   • (i) Mr. Chen Han-Yang as a non- executive Director.

   • (ii) Mr. Yang Li as a non-executive Director.

   • (iii) Mr. Tsai Chen-Lung as an independent non-executive Director.

3. (b) To authorize the board of Directors (the “ Board ”) to fix the Directors’ remuneration.

4. To re-appoint Messrs. KPMG, Certified Public Accountants, as the auditor of the Company and to authorize the Board to fix their remuneration.

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT :

2. (a) subject to paragraph (c) below, a general mandate be and is hereby unconditionally granted to Directors to exercise during the Relevant Period (as defined in paragraph (d) below) all the powers of the Company to allot, issue and deal with additional shares in the Company and to make or grant offers, agreements, options or warrants which would or might require the exercise of such powers;

3. (b) the mandate in paragraph (a) shall authorize the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements, options and warrants which would or might require the exercise of such powers after the end of the Relevant Period (as defined in paragraph (d) below);

4. (c) the shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the mandate in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) any option scheme or similar arrangement for the time being adopted by the Company for the purpose of granting or issuing shares or rights to acquire shares of the Company to the directors, employees, officers, agents, consultants or representatives of the Company and/or any of its subsidiaries; or (iii) any scrip dividend or similar arrangement pursuant to the Articles of Association of the Company from time to time, shall not exceed 20% of the shares of the Company in issue as at the date of the passing of this Resolution and the said mandate shall be limited accordingly; and

5. (d) for the purpose of this Resolution:

   • “ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or any applicable law to be held; and

   • (iii) the date on which authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

– 18 –

NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of Shares or issue of options, warrants, or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities entitled to the offer) on a fixed record date in proportion to their then holdings of such shares of the Company (or, where appropriate, such other securities), subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or having regard to any restrictions or obligations under the laws of, or the requirements of or any recognized regulatory body or any stock exchange in, any territory outside Hong Kong.”

1. “ THAT :

2. (a) a general mandate be and is hereby unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined in paragraph (b) below) all the powers of the Company to repurchase or otherwise acquire shares of US$0.004 each in the capital of the Company in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, provided that the shares so repurchased or otherwise acquired shall not exceed 10% of the shares of the Company in issue as at the date of the passing of this Resolution;

3. (b) for the purpose of this Resolution:

   • “ Relevant Period ” means the period from the passing of this Resolution until whichever is the earliest of:

   • (i) the conclusion of the next annual general meeting of the Company;

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Company’s Articles of Association or any applicable law to be held; and

   • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

– 19 –

NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT , conditional upon the passing of the Resolutions No. 4 and No. 5 of the notice of the AGM, the general mandate granted to the Directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company pursuant to the Resolution No. 4 of the notice of the AGM be and is hereby extended by the addition thereto of an amount representing the shares of the Company purchased or otherwise acquired by the Company pursuant to the authority granted to the Directors of the Company under the Resolution No. 5 above of the notice of the AGM, provided that such amount shall not exceed 10% of the issued shares of the Company as at the date of passing this Resolution.”

By order of the Board Meng Yan Chairman

Hong Kong, 29 April, 2023

Notes:

1. The Company will conduct the Annual General Meeting by way of a virtual meeting. Both registered Shareholders and non-registered Shareholders can (i) attend the AGM and vote by way of electronic means; or (ii) exercise their right to vote at the AGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy. By logging in the dedicated online platform, Shareholders will be able to view a live webcast of the AGM, submit questions, and cast vote in real-time.

The online platform will be opened for registered Shareholders and non-registered Shareholders to log in 30 minutes prior to the commencement of the Annual General Meeting, and only those Shareholders who logged in 5 minutes before the start of the Online AGM will be entitled to attend and vote at the Online AGM. The online platform can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the online platform to complete the login procedure and remain logged in until the commencement of and during the Online AGM. For online voting, Shareholders can refer to the enclosed notification letter and the Online Meeting User Guide for details. Any missed contents as a result of connection issues arise from the Shareholders will not be repeated.

1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the Articles of Association of the Company, vote in his stead. A proxy need to be a member of the Company.

2. A form of proxy for use at the AGM (or at any adjournment thereof) is dispatched together with this notice of meeting. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be completed and lodged with the offices of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 23 May, 2023 at 10:00 a.m. (Hong Kong Time).

3. Completion and return of the form of proxy will not preclude members from attending and voting at the AGM or any adjournment thereof, and in such event, the relevant form of proxy shall be deemed revoked.

– 20 –

NOTICE OF ANNUAL GENERAL MEETING

1. Where there are joint registered holders of any Share, any one of such joint holders may attend and vote at the AGM, either in personal or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint registered holders are present at the AGM or any adjournment thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from 22 May, 2023 to 25 May, 2023, both dates inclusive, during which period no transfers of shares of the Company will be registered. In order to qualify for attending and voting at the AGM, shareholders must complete and lodge all transfer documents accompanied by the relevant share certificates with the Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 19 May, 2023.

3. If typhoon signal no. 8 or above remains hoisted or a black rainstorm warning signal is in force at 8:00 a.m. at the date of the AGM, the AGM will be postponed. Members are requested to visit the website of the Company at www.cowelleholdings.com for details of alternative meeting arrangements. The AGM will be held as scheduled when an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the AGM under the bad weather conditions bearing in mind their own situation and if they should choose to do so, they are advised to exercise care and caution.

4. As at the date hereof, the Board comprises Mr. Meng Yan and Mr. Wu Ying-Cheng as executive Directors; Mr. Chen Han-Yang and Mr. Yang Li as non-executive Directors; and Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Ms. Liu Xia as independent non-executive Directors.

– 21 –