Novautek Technologies Group Limited — Proxy Solicitation & Information Statement 2024

Dec 23, 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 your licensed securities dealer 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 Applied Development Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer 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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實力建業
APPLIED DEVELOPMENT

APPLIED DEVELOPMENT HOLDINGS LIMITED
實力建業集團有限公司*
(Incorporated in Bermuda with limited liability)
(Stock Code: 519)

(1) PROPOSED CHANGE OF COMPANY NAME;
AND
(2) NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall bear the same meanings as those defined in the section headed "Definitions" in this circular unless the context requires otherwise.

A letter from the board of directors of Applied Development Holdings Limited (the "Company") is set out on pages 2 to 5 of this circular.

This circular is despatched together with a notice convening the SGM to be held at 10:00 a.m. on 15 January 2025 (Wednesday) at Empire Room 1, 1/F., Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong set out on pages 6 to 7 of this circular. A form of proxy for use at the SGM is also enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM (i.e. before 10:00 a.m. on 13 January 2025 (Monday)) or any adjournment thereof (as the case maybe). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM, or any adjournment thereof, should you so wish.

23 December 2024

• For identification purposes only

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
NOTICE OF THE SGM ... 6

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DEFINITIONS

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

“Board” the board of Directors

“Company” Applied Development Holdings Limited 實力建業集團有限公司*, a company incorporated under the laws of Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 519)

“Director(s)” the director(s) of the Company

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollar(s), 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, which for the purpose of this circular excludes Hong Kong, the Macao Special Administrative Region of the PRC and Taiwan

“Proposed Change of Company Name” the proposed change of the name of the Company from “Applied Development Holdings Limited” to “Novautek Technologies Group Limited” and the adoption of “諾科達科技集團有限公司” as its secondary name in Chinese to replace its current Chinese name “實力建業集團有限公司” which has been used for identification purposes only

“SGM” the special general meeting of the Company to be convened and held at 10:00 a.m. on 15 January 2025 (Wednesday) at Empire Room 1, 1/F., Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the necessary resolution(s) to approve the Proposed Change of Company Name and the transactions contemplated thereunder, which are contained in the notice of the SGM set out on pages 6 to 7 of this circular, or any adjournment thereof

“Share(s)” ordinary share(s) of par value of HK$0.01 each in the share capital of the Company

“Shareholder(s)” holder(s) of the Shares

“Stock Exchange” The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

實力建業

APPLIED DEVELOPMENT

APPLIED DEVELOPMENT HOLDINGS LIMITED

實力建業集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 519)

Executive Directors:

Mr. Wu Zhanming (Chairman and

Acting Chief Executive Officer)

Mr. Wu Tao

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Non-executive Director:

Dr. Chan Kin Keung Eugene SBS, BBS, JP

Principal place of

business in Hong Kong:

Independent non-executive Directors:

Mr. Yu Tat Chi, Michael

Mr. Jiang Pengzhi

Mr. Yang Ye

Unit 2408A, 24th Floor

Tower 1, Lippo Centre

89 Queensway

Hong Kong

23 December 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME;

AND

(2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 6 December 2024 in relation to the Proposed Change of Company Name. The purpose of this circular is to (i) provide you with information in relation to the Proposed Change of Company Name; and (ii) give you a notice of convening the SGM.

• For identification purposes only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposed to change the name of the Company from “Applied Development Holdings Limited” to “Novautek Technologies Group Limited” and to adopt “諾科達科技集團有限公司” as its secondary name in Chinese in place of the current Chinese name of “實力建業集團有限公司”, which has not been registered with the Registrar of Companies in Bermuda and has been used for identification purpose only.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is subject to the following conditions:

(i) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the SGM; and

(ii) the approval for the Proposed Change of Company Name having been granted by the Registrar of Companies in Bermuda.

Subject to satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the English name of the Company in place of the existing name together with the secondary name in Chinese of the Company are entered on the register maintained by the Registrar of Companies in Bermuda. The Registrar of Companies in Bermuda shall issue a certificate of incorporation on change of name of the Company and a certificate of secondary name of the Company thereafter. The Company will then carry out the necessary registration and/or filing procedures in Hong Kong as required under the applicable laws, rules and regulations of Hong Kong including filing with the Companies Registry in Hong Kong.

Reasons for the Proposed Change of Company Name

The Group successfully established Novautek Autonomous Driving Limited (“Novautek Autonomous Driving”) in 2023, dedicated to exploring and deploying innovative application in the field of artificial intelligence and autonomous driving technology. This strategic move not only enriched the Group’s business segment, but also injected new impetus for the Group’s sustainable development in the future. Novautek Autonomous Driving is gradually opening up Hong Kong and overseas markets for artificial intelligence robot applications, collaborating with top-tier artificial intelligence technology enterprises and utilizing leading autonomous driving technologies to jointly create globally competitive products and services. It aims to promote high-tech autonomous driving products in Hong Kong and to the world.

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LETTER FROM THE BOARD

The Board is of the view that in line with the overall strategic planning of the Group, the Proposed Change of Company Name will better reflect the current status of the Group's business development and its future direction. In addition, the Proposed Change of Company Name will provide the Company with a new corporate image enabling the Company to capture potential business opportunities for its future development. Accordingly, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders. All existing Share certificates of the Company in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be effective and as documents of title to the Shares and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the free exchange of the existing Share certificates for new Share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any new Share certificates will be issued under the new name of the Company.

Subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities of the Company on the Stock Exchange will also be changed after the Proposed Change of Company Name becoming effective.

The Company will make further announcement(s) in relation to, among other things, the results of the SGM, the effective date of the Proposed Change of Company Name, the new English and Chinese stock short names of the Company for trading in the securities of the Company on the Stock Exchange, the new logo of the Company and the address of the new website of the Company as and when appropriate.

The Proposed Change of Company Name will not affect the Group's daily business operations and its financial position.

SGM

The SGM will be convened and held for the Shareholders for the purpose of considering and, if thought fit, passing the necessary resolution(s) to approve the Proposed Change of Company Name and the transactions contemplated thereunder.

A notice convening the SGM is set out on pages 6 to 7 of this circular.

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LETTER FROM THE BOARD

A form of proxy for use at the SGM is also enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders of the Company from attending and voting in person at the SGM, or any adjournment thereof, should you so wish.

VOTING BY WAY OF POLL

There is no Shareholder who has any material interest in any of the resolutions to be proposed at the SGM, and therefore none of the Shareholders is required to abstain from voting on such resolutions. Separately, holders of treasury shares (if any) shall abstain from voting on matters that require Shareholders' approval at the SGM.

Pursuant to Rule 13.39(4) of the Listing Rules, any votes of the shareholders at a general meeting must be taken by poll save that resolutions on purely procedural or administrative matters may be voted on by a show of hands if allowed to do so as decided by the chairman of the meeting acting in good faith. Therefore, pursuant to Bye-law 66(a) of the Bye-laws, the chairman of the SGM will demand that voting on all resolutions put forward at the SGM shall be taken by way of poll. The Company will appoint scrutineers to handle vote-taking procedures at the SGM. The results of the poll will be published on the websites of the Stock Exchange and the Company as soon as possible in accordance with Rule 13.39(5) of the Listing Rules.

RECOMMENDATION

The Board believes that the Proposed Change of Company Name is in the best interests of the Company and Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the special resolution as set out in the notice of SGM.

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.

Yours faithfully,

By order of the Board

Applied Development Holdings Limited

Wu Zhanming

Chairman, Acting Chief Executive Officer and Executive Director

In the event of inconsistency, the English text of this letter from the Board shall prevail over the Chinese text thereof.

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NOTICE OF THE SGM

實力建業

APPLIED DEVELOPMENT

APPLIED DEVELOPMENT HOLDINGS LIMITED

實力建業集團有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 519)

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of Applied Development Holdings Limited (the "Company") will be held at 10:00 a.m. on 15 January 2025 (Wednesday) at Empire Room 1, 1/F., Empire Hotel Hong Kong • Wanchai, 33 Hennessy Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following special resolution of the Company:

SPECIAL RESOLUTION

"That subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from "Applied Development Holdings Limited" to "Novautek Technologies Group Limited", and the Chinese name "諾科達科技集團有限公司" be adopted as the secondary name of the Company to replace its current Chinese name "實力建業集團有限公司" which has been used for identification purposes only (collectively, the "Change of Company Name") and that any one director or officer of the Company be and is hereby authorised to do all such acts and things and execute all such documents as he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."

By order of the Board

Applied Development Holdings Limited

Wu Zhanming

Chairman, Acting Chief Executive Officer and Executive Director

Hong Kong, 23 December 2024

Executive Directors:

Mr. Wu Zhanming (Chairman and

Acting Chief Executive Officer)

Mr. Wu Tao

Non-executive Director:

Dr. Chan Kin Keung Eugene SBS, BBS, JP

Independent non-executive Directors:

Mr. Yu Tat Chi, Michael

Mr. Jiang Pengzhi

Mr. Yang Ye

Registered office:

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

Principal place of business

in Hong Kong:

Unit 2408A, 24th Floor

Tower 1, Lippo Centre

89 Queensway

Hong Kong

• For identification purposes only

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NOTICE OF THE SGM

Notes:

1. Any Shareholder entitled to attend and vote at the SGM shall be entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it. On a poll, votes may be given either personally or by proxy. A proxy need not be a Shareholder. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the SGM.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her 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 authorised to sign the same.

3. A form of proxy for use at the SGM is enclosed. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person on any or all resolutions on which he/she/it is entitled to vote at the SGM or poll concerned, and in such event any vote cast by his/her/its proxy on the same resolution shall be null and void.

4. The register of members of the Company will be closed from 10 January 2025 (Friday) to 15 January 2025 (Wednesday) (both days inclusive) for the purpose of determining the entitlement to attend and vote at the SGM, during which period no transfer of Share(s) will be registered. In order to be eligible to attend and vote at the SGM all completed transfer documents accompanied by the relevant share certificate(s) must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 9 January 2025 (Thursday). Shareholders of the Company whose names appear on the register of members of the Company on 15 January 2025 (Wednesday) shall be entitled to attend and vote at the SGM.

5. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority shall be deposited at the office of the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (i.e. before 10:00 a.m. on 13 January 2025 (Monday)) or any adjourned meeting at which the person named in such instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.

6. In the case of joint holders of Shares, any one of such holders may vote at the SGM, either in person or by proxy, in respect of such Share as if he/she/it were solely entitled thereto, but if more than one of such joint holders are present at the SGM in person or by proxy, the persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

7. All resolutions set out in the notice of the SGM will be voted on by way of poll.

8. If Typhoon Signal No. 8 or above, or a "black" rainstorm warning or "extreme conditions" resulting from super typhoons as announced by The Government of the Hong Kong Special Administrative Region is in effect any time after 6:00 a.m. on the date of the SGM, the SGM will be postponed. The Company will post an announcement on the website of the Company at www.applieddev.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify the Shareholders of the date, time and place of the rescheduled meeting.

In the event of inconsistency, the English text of this notice shall prevail over the Chinese text thereof.

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