L.K. Technology Holdings Limited — Proxy Solicitation & Information Statement 2024

Oct 15, 2024

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 a 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 L.K. Technology Holdings Limited , you should at once hand this circular and the accompanying 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 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.

力勁科技集團有限公司 L.K. Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 558)

PROPOSED REAPPOINTMENT OF AUDITOR

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Unit A, 8/F., Mai Wah Industrial Building, 1–7 Wah Sing Street, Kwai Chung, New Territories, Hong Kong on Friday, 1 November 2024 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular.

Whether or not you intend to attend and/or vote at the EGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

The Company reminds Shareholders that physical attendance in the EGM is not necessary for the purpose of exercising voting rights. The Company advises Shareholders to appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) as an alternative to attending the EGM in person.

16 October 2024

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

DEFINITIONS

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

“Articles” the articles of association of the Company as amended from time to time “Audit Committee” the audit committee of the Company “Board” the board of Directors “Company” L.K. Technology Holdings Limited, a company incorporated in the Cayman Islands with limited liability, whose shares are listed on the Stock Exchange “Director(s)” the director(s) of the Company “EGM” the extraordinary general meeting of the Company to be convened and held at Unit A, 8/F., Mai Wah Industrial Building, 1–7 Wah Sing Street, Kwai Chung, New Territories, Hong Kong on Friday, 1 November 2024 at 10:00 a.m. for the Shareholders to consider and, if thought fit, to approve the reappointment of PwC as the auditor of the Company “Group” the Company and its subsidiaries “HK$” Hong Kong dollar, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “PwC” PricewaterhouseCoopers “Share(s)” ordinary shares of HK$0.10 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

力勁科技集團有限公司 L.K. Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 558)

Executive Directors:

Ms. Chong Siw Yin (Chairperson) Mr. Liu Zhuo Ming (Chief Executive Officer) Mr. Tse Siu Sze

Independent Non-executive Directors:

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman, KY1-1111 Cayman Islands

Dr. Low Seow Chay

Dr. Lui Ming Wah, SBS, JP Mr. Tsang Yiu Keung, Paul Mr. Look Andrew

Principal Place of Business in Hong Kong: Unit A, 8/F. Mai Wah Industrial Building 1–7 Wah Sing Street Kwai Chung New Territories Hong Kong

16 October 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED REAPPOINTMENT OF AUDITOR AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the ordinary resolution to be proposed to seek approval of the Shareholders at the EGM for the reappointment of PwC as the auditor of the Company.

– 2 –

LETTER FROM THE BOARD

PROPOSED REAPPOINTMENT OF AUDITOR

PwC was retired as the auditor of the Company at the conclusion of the annual general meeting of the Company held on 6 September 2024.

The Board has resolved, with the recommendation from the Audit Committee, to propose the reappointment of PwC as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company.

The Audit Committee has considered a number of factors in assessing the reappointment of PwC including but not limited to (i) the competence and calibre of PwC including its audit experience in handling audit work for companies listed on the Stock Exchange, and its familiarity with the requirements under the Listing Rules; (ii) its independence and objectivity; (iii) the background and capability of its team; (iv) its reputation in the market; (v) its fee quote and audit proposal; and (vi) the guidelines issued by the Accounting and Financial Reporting Council.

Based on the above, the Audit Committee has assessed and considered PwC independent, competent and capable to act as the auditor of the Company. The Audit Committee and the Board are of the view that (a) the audit fee proposed by PwC is commensurate with the extent of audit work required; (b) PwC possesses the necessary knowledge and expertise required for the Group’s audit work; (c) the resources to be allocated by PwC to the audit engagement, including expertise and time, are sufficient and appropriate; and (d) PwC is independent, competent and capable (including manpower, expertise, time and other resources) to perform a high-quality audit for the financial year ending 31 March 2025.

The reappointment of PwC is subject to consideration and approval by the Shareholders at the EGM.

THE EGM

Set out on pages EGM-1 to EGM-2 of this circular is a notice convening the EGM to consider and, if appropriate, to approve the ordinary resolution relating to the reappointment of PwC as the auditor of the Company.

A form of proxy for use at the EGM is enclosed herewith. Whether or not you intend to attend and/or vote at the EGM in person, you are requested to complete the form of proxy and return it to the Hong Kong branch share registrar and transfer office of the Company, 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 less than 48 hours before the time of the EGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

– 3 –

LETTER FROM THE BOARD

Pursuant to Article 66 of the Articles and Rule 13.39(4) of the Listing Rules, any vote of 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. As such, the resolution set out in the notice of the EGM will be voted by poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RECOMMENDATION

The Directors consider that the reappointment of PwC as the auditor of the Company would be in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to be proposed at the EGM as set out in the notice of the EGM.

RESPONSIBILITY STATEMENT

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

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

On behalf of the Board L.K. Technology Holdings Limited Ng Ka Man Company Secretary

– 4 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

力勁科技集團有限公司 L.K. Technology Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 558)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of L.K. Technology Holdings Limited (the “ Company ”) will be held at Unit A, 8/F., Mai Wah Industrial Building, 1–7 Wah Sing Street, Kwai Chung, New Territories, Hong Kong on Friday, 1 November 2024 at 10:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as an ordinary resolution of the Company.

ORDINARY RESOLUTION

1. To reappoint PricewaterhouseCoopers as the auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix its remuneration.

On behalf of the Board L.K. Technology Holdings Limited Ng Ka Man Company Secretary

Hong Kong, 16 October 2024

Notes:

1. Where there are joint registered holders of any Share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Share as if he was solely entitled thereto, but if more than one of such joint holders is present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company shall, in respect of such Share, be entitled alone to vote in respect thereof.

2. A form of proxy for use at the EGM is enclosed with the circular to the members of the Company.

3. A member entitled to attend and vote at the EGM convened by the above notice is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy. A proxy need not be a member of the Company. In order to be valid, forms of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company’s Hong Kong branch

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM (i.e. no later than 10:00 a.m. on 30 October 2024) or adjourned meeting thereof.

1. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the EGM. If such member attends the EGM, however, his form of proxy will be deemed to have been revoked.

2. For determining the entitlement to attend and vote at the EGM to be held on Friday, 1 November 2024, the register of members of the Company will be closed from Wednesday, 30 October 2024 to Friday, 1 November 2024 (both days inclusive), during which period no transfer of Shares of the Company will be registered. In order to qualify for attendance and voting at the EGM, all transfers of Shares of the Company accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited of 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 Tuesday, 29 October 2024.

3. If a black rainstorm warning signal or a tropical cyclone warning signal no. 8 or above or “extreme conditions” announced by the Government of Hong Kong Special Administrative Region is in force in Hong Kong at 8:00 a.m. on Friday, 1 November 2024, the EGM will not be held on that day. The Company will post an announcement on website (www.lk.world) and the HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the adjourned meeting.

4. In accordance with the relevant requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the chairperson of the board has indicated that she would direct that the resolution set out in the notice of the EGM be voted on by poll.

5. A circular containing the information regarding, the auditor of the Company proposed to be reappointed, will be sent to the members of the Company.

As at the date hereof, the executive Directors of the Company are Ms. Chong Siw Yin, Mr. Liu Zhuo Ming and Mr. Tse Siu Sze; and the independent non-executive Directors of the Company are Dr. Low Seow Chay, Dr. Lui Ming Wah, SBS, JP, Mr. Tsang Yiu Keung, Paul and Mr. Look Andrew.

– EGM-2 –