InvesTech Holdings Limited — Proxy Solicitation & Information Statement 2013

Apr 18, 2013

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker 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 HL Technology Group Limited, you should at once hand this circular, together with the enclosed form of proxy, 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 the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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HL Technology Group Limited 泓 淋 科 技 集 團 有 限 公 司[*] (Incorporated in the Cayman Islands with limited liability)

(Stock code: 1087)

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of HL Technology Group Limited to be held at the 3rd Floor Conference Room, 9–10 Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, the People’s Republic of China on 29 May 2013 (Wednesday) at 3:00 p.m. is set out on pages 16 to 20 of this circular.

Whether or not you are able to attend the annual general meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the commencement of the annual general meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

• for identification purpose only

19 April 2013

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II — PARTICULARS OF DIRECTORS PROPOSED
TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– i –

DEFINITIONS

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

• ‘‘2012 Annual Report’’

• the annual report of the Company for the financial year ended 31 December 2012 dispatched to the Shareholders together with this circular;

• ‘‘AGM’’

• the annual general meeting of the Company to be held at the 3rd Floor Conference Room, 9–10 Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, the PRC on 29 May 2013 (Wednesday) at 3:00 p.m.;

• ‘‘AGM Notice’’

• the notice convening the AGM set out on pages 16 to 20 of this circular;

• ‘‘Articles of Association’’

• the articles of association of the Company adopted pursuant to written resolutions of the Shareholders passed on 25 October 2010;

• ‘‘Associate(s)’’ has the same meaning as defined in the Listing Rules;

• ‘‘Board’’ the board of Directors;

• ‘‘Company’’

• HL Technology Group Limited, a company incorporated in the Cayman Islands on 16 November 2007 with limited liability and the issued Shares of which are listed on the Stock Exchange;

• ‘‘Connected Person(s)’’

• has the same meaning as defined in the Listing Rules;

• ‘‘Director(s)’’ director(s) of the Company;

• ‘‘Extension Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to the effect that the aggregate nominal value of the Shares which may be allotted and issued under the Issue Mandate may be extended by an addition of an amount representing the aggregate nominal value of Shares repurchased under the Repurchase Mandate set out as resolution no. 6 in the AGM Notice;

• ‘‘Group’’ the Company and its subsidiaries;

• ‘‘HKD’’

• Hong Kong dollar, the lawful currency of Hong Kong;

• ‘‘Hong Kong’’

• the Hong Kong Special Administrative Region of the PRC;

– 1 –

DEFINITIONS

• ‘‘Issue Mandate’’

• a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and deal with unissued Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM set out as resolution no. 4 in the AGM Notice;

• ‘‘Latest Practicable Date’’ 12 April 2013, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange;

• ‘‘PRC’’ the People’s Republic of China;

• ‘‘Repurchase Mandate’’ a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to repurchase the Shares not exceeding 10% of the aggregate nominal value of share capital of the Company in issue as at the date of passing of the relevant resolution at the AGM set out as resolution no. 5 in the AGM Notice;

• ‘‘RMB’’ Renminbi, the lawful currency of the PRC;

• ‘‘SFO’’ the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• ‘‘Share(s)’’ ordinary share(s) of USD0.02 each in the share capital of the Company;

• ‘‘Shareholder(s)’’ holder(s) of the Share(s);

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited;

• ‘‘Takeovers Code’’ The Hong Kong Codes on Takeovers and Mergers;

• ‘‘USD’’ United States dollar, the lawful currency of the United States of America; and

‘‘%’’ per cent.

– 2 –

LETTER FROM THE BOARD

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HL Technology Group Limited 泓 淋 科 技 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1087)

Executive Directors

Mr. Chi Shaolin (Chairman and Chief Executive Officer (‘‘CEO’’))

Mr. Jiang Taike (Vice CEO) Mr. Li Jianming (Vice CEO)

Non-executive Director

Registered Office

Offshore Incorporations (Cayman) Limited Scotia Centre, 4th Floor P.O. Box 2804, George Town Grand Cayman KY1-1112 Cayman Islands

Ms. Xu Yiming (Adviser)

Independent Non-executive Directors

Mr. Shu Wa Tung, Laurence Mr. Song Lizhong Ms. Zheng Lin

Principal Place of Business in Hong Kong 33rd Floor Shui On Centre 6–8 Harbour Road Wanchai Hong Kong 19 April 2013

To the Shareholders

Dear Sir or Madam,

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to: (i) provide you with details of the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate; (ii) set out an explanatory statement regarding the Repurchase Mandate; (iii) provide you with details of the re-election of retiring Directors; and (iv) seek your approval of the resolutions to, among other things, these matters at the AGM.

• for identification purpose only

– 3 –

LETTER FROM THE BOARD

ISSUE MANDATE

Ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to allot, issue and otherwise deal with unissued Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM. As at the Latest Practicable Date, a total of 720,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Issue Mandate to issue a maximum of 144,000,000 new Shares.

REPURCHASE MANDATE

Ordinary resolution will be proposed at the AGM to grant to the Directors a general and unconditional mandate to exercise the powers of the Company to repurchase, on the Stock Exchange, or on any stock exchange on which the Shares may be listed and which is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange, with an aggregate nominal value not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution at the AGM. Subject to the passing of the proposed resolution granting the Repurchase Mandate to the Directors and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 72,000,000 Shares.

Under the Listing Rules, the Company is required to give to its Shareholders all information which is reasonably necessary to enable the Shareholders to make an informed decision as to whether to vote for or against the resolution in respect of the Repurchase Mandate at the AGM. An explanatory statement is set out in Appendix I to this circular.

EXTENSION MANDATE

In addition, a separate ordinary resolution will be proposed at the AGM to extend the Issue Mandate by an addition of an amount representing the aggregate nominal value of Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

The Repurchase Mandate and the Issue Mandate would expire at 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 the applicable laws of the Cayman Islands to be held; or (c) the revocation or variation of the same by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

– 4 –

LETTER FROM THE BOARD

RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS

According to Article 84(1) of the Articles of Association, at each annual general meeting of the Company, one-third of the Directors shall retire from office by rotation, provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. Mr. Chi Shaolin (executive Director), Mr. Jiang Taike (executive Director), Ms. Xu Yiming (non-executive Director), Mr. Shu Wa Tung, Laurence (independent non-executive Director), Mr. Song Lizhong (independent non-executive Director) and Ms. Zheng Lin (independent non-executive Director) will retire by rotation at the conclusion of the AGM and be eligible to offer themselves for re-election at the AGM. Mr. Chi Shaolin (executive Director), Mr. Jiang Taike (executive Director), Mr. Shu Wa Tung, Laurence (independent nonexecutive Director) and Ms. Zheng Lin (independent non-executive Director) will offer themselves for re-election at the AGM. Ms. Xu Yiming (non-executive Director) and Mr. Song Lizhong (independent non-executive Director) have informed the Company that they will not offer themselves for re-election as Ms. Xu Yiming and Mr. Song Lizhong would like to devote more time to pursue other career interests.

Particulars of Mr. Chi Shaolin, Mr. Jiang Taike, Mr. Shu Wa Tung, Laurence and Ms. Zheng Lin are set out in Appendix II to this circular.

VOTING BY POLL AT THE AGM

Pursuant to Rule 13.39 of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM.

ANNUAL GENERAL MEETING

A notice convening the AGM to be held at the 3rd Floor Conference Room, 9–10 Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, the PRC on 29 May 2013 (Wednesday) at 3:00 p.m. is set out on pages 16 to 20 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

The 2012 Annual Report incorporating the audited consolidated financial statements of the Group for the year ended 31 December 2012 and the report of the Directors and the auditors thereon are dispatched to the Shareholders together with this circular.

You will find enclosed a form of proxy for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the commencement of the AGM or any

– 5 –

LETTER FROM THE BOARD

adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

CLOSURE OF TRANSFER BOOKS AND REGISTER OF MEMBERS

The transfer books and register of members of the Company will be closed from 22 May 2013 (Wednesday) to 29 May 2013 (Wednesday) (both dates inclusive), during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located 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 21 May 2013 (Tuesday).

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.

RECOMMENDATION

The Directors consider that the resolutions set out in the AGM Notice, including the proposed grant of the Issue Mandate, the Repurchase Mandate and the Extension Mandate, and the re-election of retiring Directors are in the interests of the Company and the Shareholders as a whole.

Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM as set out in the AGM Notice.

Your attention is also drawn to the additional information set out in Appendix I and Appendix II to this circular.

By Order of the Board HL Technology Group Limited Chi Shaolin Chairman and CEO

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

This Appendix I serves as an explanatory statement, as required by the Listing Rules, to provide requisite information as to the proposed Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASES OF SHARES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange and other stock exchange on which the securities of the company are listed and such exchange is recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such company must be fully paid up and all repurchase of shares by such company must be approved in advance by an ordinary resolution of shareholders, either by way of a general repurchase mandate or by specific approval of a particular transaction.

2. FUNDING OF REPURCHASES AND IMPACT ON THE WORKING CAPITAL OR GEARING POSITION

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

As compared with the financial position of the Company as disclosed in its most recent published audited consolidated accounts as at 31 December 2012, the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

3. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 720,000,000 Shares in issue.

Subject to the passing of the relevant ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 72,000,000 Shares, representing 10% of the entire issued share capital of the Company as at the date of passing of the resolution until the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation by an ordinary resolution of the Shareholders in a general meeting.

– 7 –

EXPLANATORY STATEMENT

APPENDIX I

4. REASONS FOR REPURCHASES

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 repurchase the Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Cayman Islands and in accordance with the Articles of Association.

6. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases when the Company exercises its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Chi Shaolin and his wholly-owned company, Chenlin International Joint Stock Company Limited (the ‘‘Controlling Shareholders’’), together, were interested in 294,283,839 Shares, representing approximately 40.9% of the issued share capital of the Company.

In the event the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate and on the assumption that no further Shares are issued or repurchased prior to the AGM, the direct and indirect shareholding of the Controlling Shareholders in the Company would increase to approximately 45.4%. Such increase will then give rise to an obligation to make a mandatory offer under Rule 26 or Rule 32 of the Takeovers Code.

– 8 –

EXPLANATORY STATEMENT

APPENDIX I

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors will not exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to their best of the knowledge and belief, having made all reasonable enquiries, any of their respective Associates has any present intention, in the event that the proposed Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

No Connected Persons has notified the Company that he/she has a present intention to sell any Shares to the Company nor has any such Connected Persons undertaken not to sell any of the Shares held by him/her to the Company in the event that the Repurchase Mandate is granted.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company in the six months preceding the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX I

9. SHARE PRICE

The Shares are trading on the Stock Exchange and the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the twelve months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HKD	HKD
2012
April	1.00	0.77
May	0.96	0.67
June	0.96	0.77
July	1.02	0.84
August	1.10	0.93
September	1.07	0.94
October	1.10	0.89
November	0.99	0.82
December	0.88	0.72
2013
January	1.30	0.85
February	1.14	0.88
March	0.92	0.85
April (up to the Latest Practicable Date)	0.94	0.85

– 10 –

APPENDIX II PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the AGM are set out below:

EXECUTIVE DIRECTORS

Mr. Chi Shaolin (遲少林) (‘‘Mr. Chi’’), aged 41, is the Chairman, executive Director and CEO of the Company, and is in charge of overall strategic planning, business planning and responsible for decision making in all material matters of the Group. Mr. Chi was appointed as Director on 16 November 2007.

Mr. Chi joined the Group in November 1997 and is a founder of the Group. Mr. Chi is also a director of certain subsidiaries of the Company. Mr. Chi is also the chairman of the nomination committee of the Company.

Mr. Chi has over 17 years of experience in the electronics industry gained in the Group and in his previous employment. He is a Chinese national and has not been a full time government official nor a full time employee of a state-owned/operated entity. Prior to joining the Group, Mr. Chi worked as the production manager of Shengshan Electronics (Weihai) Company Limited (勝山電子(威海)有限公司) from March 1995 to October 1997.

Mr. Chi is a representative to the 11th Session of Weihai Committee of the Chinese People’s Political Consultative Conference Committee and has been awarded many awards or recognizations by the government of Weihai City, Shandong Province, China Commerce Association (中國商業協會) and certain other organisations, including ‘‘Outstanding Young Entrepreneur of Weihai City’’ (威海巿優秀青年企業家), ‘‘Self-innovation Award for the Most Influential Person of Weihai City for the Economic Year’’ (威海巿最具影響力經濟年度人物自 主創新獎), ‘‘Award for Entrepreneur Operating a Key Enterprise in the Weihai Economic and Technology Development Area’’ (威海經濟技術開發區骨幹企業經營者創業獎), and ‘‘Model for the Labor of Weihai Economic and Technology Development Zone’’ (威海經濟技術開發區 勞動模範) during the period of April 2008 to May 2010. In 2010, Mr. Chi was also awarded the ‘‘Outstanding Entrepreneurs of Shandong Province (the 18th Series)’’ (第十八屆山東省優 秀企業家).

Mr. Chi is the son-in-law of Ms. Xu Yiming, a non-executive Director and adviser of the Group.

Mr. Chi has entered into a service contract with the Company for a specific term of three years commencing from 16 November 2010 as an executive Director. The contract may be terminated by, amongst others, serving not less than three months’ prior notice in writing by either party on the other. As at the Latest Practicable Date, Mr. Chi is entitled to a director’s emolument (RMB60,000 per annum which is payable on a monthly basis) which was determined upon negotiation between Mr. Chi and the Company at arm’s length on the basis of his previous experience, professional qualifications, responsibilities to be involved in the Company and the amount of time devoted to the Company’s business as well as the current financial position of the Company and the prevailing market condition. In addition, Mr. Chi is also entitled to a discretionary bonus in respect of each financial year of the Company in an amount to be determined by the Board and approved by compensation and benefits committee of the Company, provided that the total amount of bonuses payable to all the executive

– 11 –

PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Directors for the time being shall not exceed 5% of the combined or, as the case may be, consolidated audited net profit of the Group (after taxation and minority interests and the payment of such bonuses but before extraordinary items) for that financial year.

As at the Latest Practicable Date, Mr. Chi has beneficial interest in 294,283,839 Shares that falls to be disclosed under Part XV of the SFO. Save as disclosed above, Mr. Chi does not have any interests in Shares, underlying Shares and debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, (i) Mr. Chi has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) he has not held any other positions in the Group; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter regarding Mr. Chi’s re-election that needs to be brought to the attention of the Shareholders.

Mr. Jiang Taike (蔣太科) (‘‘Mr. Jiang’’), aged 38, is an executive Director and vice CEO of the Company and the general manager of the wire & cable department of the Group. Mr. Jiang is in charge of implementation of strategy, operational planning and overall management of the wire & cable department of the Group and has been involved in decision making for material matters of the Group. Mr. Jiang joined the Group in July 2003 as the general manager of 威海市泓淋電線電纜有限公司 (Weihai Honglin Wire & Cable Co., Ltd.*) and was appointed as a Director on 16 March 2010. Mr. Jiang is also a director of certain subsidiaries of the Company.

Mr. Jiang has over 16 years of experience in the wire and cable industry gained in the Group and in his previous employment. Before joining the Group, Mr. Jiang worked for many companies in the electronics and technology industries, including as an engineer of Wantai Group (萬泰集團) from August 1996 to March 1999 in charge of the product design, research and development, a deputy manager of Dongguan Licheng Wires Factory (東莞立成電線廠) from March 1999 to August 1999 responsible for the production and technology, a deputy manager of Fengyuan Wires and Cables Co., Ltd. (豐源電線電纜有限公司) from August 1999 to June 2001 responsible for overall management and operations, and the general manager of Shenzhen Pengding Holdings Co., Ltd. (深圳朋鼎實業有限公司) from July 2001 to May 2003. Mr. Jiang graduated from Shenzhen University with a college diploma in management in 1996.

Mr. Jiang has entered into a service contract with the Company for a specific term of three years commencing from 16 November 2010 as an executive Director. The contract may be terminated by, amongst others, serving not less than three months’ prior notice in writing by either party on the other. As at the Latest Practicable Date, Mr. Jiang is entitled to a director’s emolument (RMB60,000 per annum which is payable on a monthly basis) which was determined upon negotiation between Mr. Jiang and the Company at arm’s length on the basis of his previous experience, professional qualifications, responsibilities to be involved in the

• for identification purposes only

– 12 –

PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Company and the amount of time devoted to the Company’s business as well as the current financial position of the Company and the prevailing market condition. In addition, Mr. Jiang is also entitled to a discretionary bonus in respect of each financial year of the Company in an amount to be determined by the Board and approved by compensation and benefits committee of the Company, provided that the total amount of bonuses payable to all the executive Directors for the time being shall not exceed 5% of the combined or, as the case may be, consolidated audited net profit of the Group (after taxation and minority interests and the payment of such bonuses but before extraordinary items) for that financial year.

As at the Latest Practicable Date, Mr. Jiang has beneficial interest in 16,248,857 Shares that falls to be disclosed under Part XV of the SFO. Save as disclosed above, Mr. Jiang does not have any interests in Shares, underlying Shares and debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, (i) Mr. Jiang has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) he has not held any other positions in the Group; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter regarding Mr. Jiang’s re-election that needs to be brought to the attention of the Shareholders.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Shu Wa Tung, Laurence (舒華東) (‘‘Mr. Shu’’), aged 40, is an independent nonexecutive Director. Mr. Shu is also the chairman of the audit committee of the Company and a member of each of nomination committee and the compensation and benefits committee of the Company.

Mr. Shu was appointed as an independent non-executive Director on 25 October 2010. He is currently an independent non-executive director of Perception Digital Holdings Limited (Stock Exchange Stock Code: 1822) and Greater China Holdings Limited (Stock Exchange Stock Code: 431).

Mr. Shu has over 17 years of experience in audit, corporate finance and corporate financial management. Mr. Shu started to work with Deloitte Touche Tohmatsu since March 1994, and was a Manager of the Reorganization Services Group when he left Deloitte Touche Tohmatsu in October 2000. Mr. Shu was subsequently employed by ICEA Capital Limited (工 商東亞融資有限公司) as a manager in the Equity Capital Market of the corporate finance division from November 2000 to June 2001, responsible for the daily management of listing application projects and advising on merger and acquisition transactions. He then worked in Deloitte & Touche Corporate Finance Limited as a manager from July 2001 to November 2002. From November 2002 to April 2005, Mr. Shu held the position of associate director in Goldbond Capital (Asia) Limited (金榜融資 (亞洲) 有限公司). He served as the chief financial officer and the company secretary of Texhong Textile Group Limited (天虹紡織集團有限公司)

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PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(Stock Exchange Stock Code: 2678) for the period from May 2005 to July 2008 overseeing the company’s financial management function. From July 2008 to June 2010, Mr. Shu worked as the chief financial officer of Rongsheng Heavy Industries Holdings Limited (熔盛重工控股有 限公司), and oversaw the financial management of the company and its subsidiaries. Mr. Shu is currently the chief financial officer of Termbray Petro-king Oilfield Services Limited (Stock Exchange Stock Code: 2178), overseeing the financial strategies and daily financial management function of the company and its subsidiaries. Mr. Shu graduated from Deakin University in Australia with a bachelor degree in business majoring in accounting in 1994. He is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountant and a Certified Practicing Accountant of CPA Australia.

Mr. Shu has entered into a service contract with the Company for a specific term of three years commencing from 25 October 2010 as an independent non-executive Director. The contract may be terminated by, among others, serving not less than three months’ prior notice in writing by either party on the other. As at the Latest Practicable Date, Mr. Shu is entitled to a director’s emolument (HKD200,000 per annum which is payable on a monthly basis) which was determined upon negotiation between Mr. Shu and the Company at arm’s length on the basis of his previous experience, professional qualifications, responsibilities to be involved in the Company and the amount of time devoted to the Company’s business as well as the current financial position of the Company and the prevailing market condition.

As at the Latest Practicable Date, Mr. Shu does not have any interests in Shares, underlying Shares and debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Mr. Shu has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) he has not held any other positions in the Group; and (iii) he does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter regarding Mr. Shu’s re-election that needs to be brought to the attention of the Shareholders.

Ms. Zheng Lin (鄭琳) (‘‘Ms. Zheng’’), aged 42, is an independent non-executive Director. Ms. Zheng is also the chairman of the compensation and benefits committee and a member of the audit committee of the Company.

Ms. Zheng was appointed as an independent non-executive Director on 25 October 2010. Ms. Zheng is a practicing PRC lawyer and has been working with Beijing Huatang Law Firm since April 2008. Prior to that, she worked at Welfare Electronics Company located in the Economic and Technical Development Zone of Weihai City in Shandong Province from October 1992 to May 1995, the Weihai Airlines Services Company Limited from June 1995 to June 2001 and Shandong Ying Liang Tai Ye Law Firm from August 2004 to March 2008. She graduated from Shandong University in July 2004 after completing the online program in law and is qualified to practice law in China having passed the Chinese national judicial

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PARTICULARS OF DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

examination in 2004. Ms. Zheng passed the National Securities Qualifications Examination (國 家證券業資格考試) in 2006 and is also qualified to serve as an independent non-executive director of companies listed in China.

Ms. Zheng is a member of China Zhi Gong Party (中國致公黨) and a member of Weihai Committee of the Chinese People’s Political Consultative Conference Committee. She has provided legal services to various government departments, listed companies, state-owned enterprises and other entities, including Shandong Zhengda Medical Equipment Shares Co., Ltd. (山東正大醫療器械股份有限公司), Shandong Lianqiao New Materials Shares Co., Ltd. (山東聯橋新材料股份有限公司), Shandong Shuanglun Group Co., Ltd. (山東雙輪集團公司), Yantai Wanhua Polyurethanes Co., Ltd., (煙臺萬華聚氨酯股份有限公司) and Dongfang Electronics Co., Ltd. (東方電子股份有限公司).

Ms. Zheng has entered into a service contract with the Company for a specific term of three years commencing from 25 October 2010 as an independent non-executive Director. The contract may be terminated by, among others, serving not less than three months’ prior notice in writing by either party on the other. As at the Latest Practicable Date, Ms. Zheng is entitled to director’s emolument (HKD50,000 per annum which is payable on a monthly basis) which was determined upon negotiation between Ms. Zheng and the Company at arm’s length on the basis of her previous experience, professional qualifications, responsibilities to be involved in the Company and the amount of time devoted to the Company’s business as well as the current financial position of the Company and the prevailing market condition.

As at the Latest Practicable Date, Ms. Zheng does not have any interests in Shares, underlying Shares and debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, (i) Ms. Zheng has not held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) she has not held any other positions in the Group; and (iii) she does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matter regarding Ms. Zheng’s re-election that needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [57 x 36] intentionally omitted <==

HL Technology Group Limited 泓 淋 科 技 集 團 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1087)

NOTICE IS HEREBY GIVEN THAT the annual general meeting of HL Technology Group Limited (the ‘‘Company’’) will be held at the 3rd Floor Conference Room, 9–10 Pudong Road, The First Industrial Park, Economic and Technological Development Zone, Weihai City, Shandong Province, the People’s Republic of China on 29 May 2013 (Wednesday) at 3:00 p.m. to consider and, if thought fit, transact the following business:

ORDINARY RESOLUTIONS

1. to receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the report of the directors and the auditors of the Company for the year ended 31 December 2012;

2. (a) to re-elect Mr. Chi Shaolin as an executive director of the Company;

3. (b) to re-elect Mr. Jiang Taike as an executive director of the Company;

4. (c) to re-elect Mr. Shu Wa Tung, Laurence as an independent non-executive director of the Company; and

5. (d) to re-elect Ms. Zheng Lin as an independent non-executive director of the Company;

6. to authorise the board of directors of the Company to fix the remuneration of the directors of the Company;

7. ‘‘THAT:

8. (A) subject to paragraph (C) of this resolution below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’), the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined in paragraph (D) below) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company), which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

9. for identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

• (B) the approval in paragraph (A) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the expiry of the Relevant Period;

• (C) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraphs (A) and (B) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (D) below); or (ii) the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and employees of the Company and/or its subsidiaries of shares or rights to subscribe for shares of the Company; or (iii) any script dividend scheme or similar arrangements providing for the allotment and issue of shares of the Company in lieu of the whole or part of a dividend on shares in accordance with the articles of association of the Company in force from time to time shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution; and the authority of this resolution shall be limited accordingly; and

• (D) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the time of the passing of this resolution until whichever is the earliest of:

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

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

‘‘Rights Issue’’ means an offer of shares, or offer or issue of warrants, options or other securities giving rights to subscribe for shares open for a period fixed by the Directors to holders of shares of the Company on the register of members on a fixed record date in proportion to their then holdings of such shares (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 obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

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NOTICE OF ANNUAL GENERAL MEETING

1. ‘‘THAT:

2. (A) subject to paragraph (C) of this resolution below, the exercise by the directors of the Company (the ‘‘Directors’’) during the Relevant Period (as defined in paragraph (D) below) of all powers of the Company to repurchase (or agree to repurchase) issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange and all applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

3. (B) the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;

4. (C) the aggregate nominal amount of shares of the Company which may be repurchased or agreed to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to paragraph (A) of this resolution shall be limited accordingly; and

5. (D) for the purposes of this resolution: ‘‘Relevant Period’’ means the period from the time of the passing of this resolution until whichever is the earliest of:

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

   • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable law of the Cayman Islands to be held; or

   • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.’’

6. ‘‘THAT conditional upon the passing of ordinary resolutions numbered 4 and 5 above, the general mandate granted to the directors of the Company pursuant to resolution numbered 4 above be and is hereby extended by the addition capital of the Company of an amount representing the aggregate nominal value of the share capital of the Company repurchased or agreed to be repurchased by the Company pursuant

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NOTICE OF ANNUAL GENERAL MEETING

to or in accordance with the authority granted under paragraph (A) of resolution numbered 5 above provided that such amount shall not exceed 10 per cent of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.’’

By Order of the Board HL Technology Group Limited Chi Shaolin Chairman and CEO

Hong Kong, 19 April 2013

Executive Directors Mr. Chi Shaolin (Chairman and CEO) Mr. Jiang Taike (Vice CEO) Mr. Li Jianming (Vice CEO)

Non-executive Director Ms. Xu Yiming (Adviser)

Independent Non-executive Directors Mr. Shu Wa Tung, Laurence Mr. Song Lizhong Ms. Zheng Lin

Registered Office Offshore Incorporations (Cayman) Limited Scotia Centre, 4th Floor P.O. Box 2804, George Town Grand Cayman KY1-1112 Cayman Islands

Principal Place of Business in Hong Kong 33rd Floor Shui On Centre 6–8 Harbour Road Wanchai Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or, if he is the holder of two or more shares, one or more proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the Company. In addition, a proxy or proxies representing either a member who is an individual or a member which is a corporation shall be entitled to exercise the same powers on behalf of the member which he or they represent as such member could exercise.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorized to sign the same.

3. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the offices of the Company’s share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located at 17M Floor, Hopewell centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the commencement of the above meeting or adjourned meeting or any adjournment thereof (as the case may be).

4. Delivery of an instrument appointing a proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share, any one of such joint holders may vote either in person or by proxy in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and 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.

6. The transfer books and register of members of the Company will be closed from 22 May 2013 (Wednesday) to 29 May 2013 (Wednesday) (both dates inclusive), during which period no transfer of shares will be effected. In order to qualify for the right to attend and vote at the annual general meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, located 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 21 May 2013 (Tuesday).

7. In relation to proposed resolution numbered 5 above, the directors of the Company wish to state that they will exercise the powers conferred thereby to purchase shares of the Company in circumstances which they deem appropriate for benefit of the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in Appendix I to the circular of which this notice of the annual general meeting forms part.

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