V & V Technology Holdings Limited — Capital/Financing Update 2023

Aug 23, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

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Hi-Level Technology Holdings Limited 揚 宇 科 技 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8113)

ANNOUNCEMENT OF

(1) RESULTS OF THE VALID ACCEPTANCES OF RIGHTS SHARES; AND (2) NUMBER OF THE UNSUBSCRIBED RIGHTS SHARES AND THE NQS UNSOLD RIGHTS SHARES UNDER THE COMPENSATORY ARRANGEMENTS

Reference is made to the prospectus of Hi-Level Technology Holdings Limited (the “ Company ”) dated 7 August 2023 (the “ Prospectus ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as defined in the Prospectus.

RESULTS OF THE VALID APPLICATIONS AND ACCEPTANCES OF THE RIGHTS SHARES

The Board is pleased to announce that, as at 4:00 p.m. on Monday, 21 August 2023, being the latest time for acceptance of and payment for the Rights Shares, a total of 15 valid applications and acceptances under the PAL in respect of a total of 316,312,074 Rights Shares had been received, representing approximately 48.5% of the total number of the Rights Shares available for subscription under the Rights Issue.

Based on the subscription results, the Rights Issue was undersubscribed by 336,457,926 Rights Shares, representing approximately 51.5% of the total number of the Rights Shares available for subscription under the Rights Issue.

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NUMBER OF THE UNSUBSCRIBED RIGHTS SHARES AND THE NQS UNSOLD RIGHTS SHARES UNDER THE COMPENSATORY ARRANGEMENTS

As at the Record Date, there were no Non-Qualifying Shareholders and the number of the NQS Unsold Rights Shares is therefore nil. Based on the above results of applications and acceptances, there are 336,457,926 Unsubscribed Rights Shares subject to the Compensatory Arrangements, representing approximately 51.5% of the total number of the Rights Shares under the Rights Issue.

Pursuant to Rule 10.31(2) of the GEM Listing Rules, the Company has made arrangements to dispose of the Unsubscribed Rights Shares by offering the Unsubscribed Rights Shares to independent placees for the benefit of the Shareholders to whom they were offered by way of the Rights Issue. It was disclosed in the Prospectus that the Company has appointed the Placing Agent to place the Unsubscribed Rights Shares to independent placees on a best effort basis in accordance with the terms of the Placing Agreement.

It is expected that the Placing by the Placing Agent will commence on Thursday, 24 August 2023 according to the Placing Agreement and will end by not later than 4:00 p.m. on Monday, 28 August 2023. Any Unsubscribed Rights Shares which are not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly.

Further announcement will be made by the Company on Wednesday, 30 August 2023 with regard to the allotment results of the Rights Issue, including the results of the Placing, according to the expected timetable for the Rights Issue and the Placing as set out in the Prospectus.

WARNING OF THE RISKS OF DEALING IN THE SHARES

Shareholders and potential investors of the Company should note that each of the Rights Issue and the Placing is subject to the fulfilment of certain conditions. If any of the conditions of the Rights Issue and/or the Placing are not fulfilled, the Rights Issue and/or the Placing will not proceed.

The Rights Issue will proceed on a non-underwritten basis irrespective of the level of acceptances of the provisionally allotted Rights Shares and there is no minimum amount to be raised under the Rights Issue in order for the Rights Issue to proceed. Any Unsubscribed Rights Shares remain not placed under the Compensatory Arrangements will not be issued by the Company and the size of the Rights Issue will be reduced accordingly. Shareholders and investors of the Company are advised to exercise cation when dealing in the Shares.

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Any Shareholder or investor of the Company dealing in the Shares up to the latest time for the Rights Issue and the Placing to become unconditional will accordingly bear the risk that the Rights Issue and the Placing may not become unconditional and may not proceed. Any Shareholder or investor of the Company contemplating any dealings in the Shares are recommended to consult their professional advisers.

By Order of the Board

Hi-Level Technology Holdings Limited Dr. Yim Yuk Lun, Stanley BBS JP Chairman

Hong Kong, 23 August 2023

As at the date of this announcement, the Board comprises four executive Directors, namely Dr. Yim Yuk Lun, Stanley BBS JP, Mr. Chang Wei Hua, Mr. Wei Wei and Mr. Tong Sze Chung; one non-executive Director Mr. Wong Wai Tai; and three independent non-executive Directors, namely Mr. Shea Chun Lok, Quadrant, Mr. Fung Cheuk Nang, Clement and Mr. Tsoi Chi Ho, Peter.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with GEM 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 announcement 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 in this announcement misleading.

This announcement will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting. This announcement will also be posted on the Company’s website at www.hi-levelhk.com.

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