V & V Technology Holdings Limited — Proxy Solicitation & Information Statement 2023

Jul 3, 2023

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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)

Form of proxy for use at the extraordinary general meeting to be held on Tuesday, 25 July 2023

(or at any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2] shares of HI-LEVEL TECHNOLOGY HOLDINGS LIMITED (the “ Company ”), HEREBY APPOINT the Chairman of the extraordinary general meeting or[3]

of

as my/our proxy to act for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company to be held at 28/F., Noble Centre, No.1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C., on Tuesday, 25 July 2023 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting dated 3 July 2023 and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

	ORDINARY RESOLUTION#	FOR4	AGAINST4
1.	To approve, confirm and/or ratify the Rights Issue, the Placing Agreement and the transactions
	contemplated thereunder.
	SPECIAL RESOLUTION#	FOR4	AGAINST4
2.	To approve the Whitewash Waiver and the transactions contemplated thereunder.

Capitalised terms have the meanings ascribed to them in the circular dated 3 July 2023 and full text of the proposed ordinary resolution and special resolution above is set out in the notice convening the extraordinary general meeting dated 3 July 2023.

Dated this day of 2023 Signature[5]

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, strike out the words “the Chairman of the extraordinary general meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his/her vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of any officer, attorney or other person duly authorised.

6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

7. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

8. Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

9. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at the 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 in respect of the joint holding.

10. Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as defined in the circular dated 3 July 2023.

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”), which may include but not limited to your and your appointed proxy’s name and mailing address. Your Personal Data is supplied to the Company on a voluntary basis and such data will be used for processing your instructions and/or requests as stated in this form. Failure to provide sufficient information may render the Company not be able to process your instructions and/ or requests as stated in this form of proxy. Your Personal Data will not be transferred to any third parties (other than the Registrar) unless it is a requirement to so do by law and will be retained for such period as may be necessary for our verification and record purposes. You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing to the Privacy Compliance Officer of Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong or by email to is-enquiries@hk.tricorglobal.com.