V & V Technology Holdings Limited — Proxy Solicitation & Information Statement 2024

Apr 17, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of 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 all your shares in Hi-Level 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.

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)

GENERAL MANDATES TO BUY-BACKS AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C., on Wednesday, 22 May 2024 at 10:30 a.m. is set out on pages 20 to 23 of this circular. Whether or not you intend to attend the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Share Registrars in Hong Kong, Tricor Secretaries Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting should you so wish.

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

18 April 2024

CHARACTERISTICS OF THE GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I — Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II — Details of proposed Directors to be re-elected. . . . . . . . . . . . . . . . . . . . . . .	15
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20

– ii –

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the meanings as set out below:

• “AGM” the annual general meeting of the Company to be convened and held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C. at 10:30 a.m. on Wednesday, 22 May 2024 or any adjournment thereof

• “Articles of Association” the articles of association of the Company, as amended, restated or supplemented from time to time

• “associate(s)” has the same meaning ascribed to it under the GEM Listing Rules

• “Board” board of Directors

• “Buy-backs Mandate” the proposed general mandate to be granted to the Directors to permit the buy-backs of Shares of up to a maximum of 10% of the total number of issued Shares as at the date of passing of the relevant resolution granting such mandate

• “Change of Company Name” has the meaning ascribed to it on page 7 of this circular

• “close associate(s)” has the same meanings as ascribed to it under the GEM Listing Rules

• “Company” Hi-Level Technology Holdings Limited (揚宇科技控股有限公 司), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on the GEM

• “connected person(s)” has the same meaning as ascribed to it under the GEM Listing Rules

• “Controlling shareholder(s)” has the same meaning as ascribed to it under the GEM Listing Rules

• “Director(s)” directors of the Company

• “GEM” the GEM of the Stock Exchange

• “GEM Listing Rules” the Rules Governing the Listing of Securities on the GEM

• “Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the Republic of China

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DEFINITIONS

“Issue Mandate”	the proposed general mandate to be granted to the Directors to
	permit the allotment and issue of new Shares up to a maximum of
	20% (or such other percentage as may from time to time be
	specified in the GEM Listing Rules) of the total number of issued
	Shares as at the date of passing of the relevant resolution granting
	such mandate
“Latest Practicable Date”	11 April 2024, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular
“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of
	Hong Kong)
“Share(s)”	ordinary share(s) in the share capital of the Company
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers
“HK$”	Hong Kong Dollars, the lawful currency in Hong Kong
References to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

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)

Directors: Executive: Dr. Yim Yuk Lun, Stanley BBS JP Mr. Yim Tsz Yu, Jeffrey Mr. Tong Sze Chung

Registered Office: One Nexus Way Camana Bay Grand Cayman KY1-9005 Cayman Islands

Non-Executive: Mr. Yim Tsz Kit, Jacky (Chairman) Mr. Wong Wai Tai

Independent Non-Executive: Mr. Shea Chun Lok, Quadrant Mr. Fung Cheuk Nang, Clement Mr. Tsoi Chi Ho, Peter

Principal Office: 15/F., S.A.S. Tower 55 Lei Muk Road Kwai Chung N.T., Hong Kong

18 April 2024

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO BUY-BACKS AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

It is proposed that at the AGM of the Company to be held on Wednesday, 22 May 2024, the ordinary resolutions and a special resolution as set out in the notice of AGM, will be proposed to grant the Directors general mandates to buy-backs and issue Shares, re-elect the retiring Directors and change the name of the Company.

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LETTER FROM THE BOARD

BUY-BACKS MANDATE

The GEM Listing Rules permit companies with a primary listing on the Stock Exchange to buy-backs their own Shares, subject to certain restrictions, on the Stock Exchange. At the AGM, an ordinary resolution will be proposed to grant the Directors a general mandate to, inter alia, buy-backs a maximum of 96,908,207 Shares on the Stock Exchange or on another stock exchange on which the shares may be listed and recognised for this purpose by the securities and Futures commission and the Stock Exchange under the code on share buy-backs, representing 10% of the total number of issued Shares as at the date of the AGM assuming no further Shares will be issued nor bought back after the Latest Practicable Date up to the date of the AGM. The Buy-backs Mandate will end on (i) the conclusion of the first annual general meeting of the Company following the passing of the resolution; 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 any applicable law to be held; or (iii) the revocation or variation by ordinary resolution of Shareholders in general meeting, whichever is the earliest.

The Company is required by the particular rules in the GEM Listing Rules regulating such share buy-backs to send to Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the Buy-backs Mandate. The explanatory statement required by the GEM Listing Rules to be included in this circular is set out in the Appendix I to this circular.

ISSUE MANDATE

Approval is being sought from the Shareholders of the Company (i) to grant a general mandate in order to ensure flexibility and discretion to the Directors in the event it becomes desirable for the Company to issue new Shares up to a maximum of 20% of the total number of issued Shares as at the date of the AGM and (ii) to extend the Issue Mandate by the number of Shares bought back by the Company under the Buy-backs Mandate.

Based on 969,082,074 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued nor bought back after the Latest Practicable Date and up to the date of the AGM, the Directors will be able to allot, issue and deal with for up to a total of 193,816,414 Shares if the Issue Mandate is granted at the AGM. The Issue Mandate will end on (i) the conclusion of the first annual general meeting of the Company following the passing of the resolution; 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 any applicable law to be held; or (iii) the revocation or variation by ordinary resolution of Shareholders in general meeting, whichever is the earliest. The obtaining of such a mandate is in accordance with the GEM Listing Rules.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles 14.4 to 14.7 of the Company’s Articles of Association, Mr. Yim Tsz Yu, Jeffrey, Mr. Yim Tsz Kit, Jacky, Mr. Wong Wai Tai, Mr. Shea Chun Lok, Quadrant and Mr. Tsoi Chi Ho, Peter shall retire by rotation at the AGM. All the retiring Directors, being eligible, will offer themselves for re-election at the AGM. Their details are set out in Appendix II to this circular.

The re-appointment of Directors has been reviewed by the nomination committee of the Company which made recommendation to the Board that the re-election be proposed for Shareholders’ approval at the AGM. The nomination committee of the Company has also assessed the independence of all the independent non-executive Directors. All the independent non-executive Directors satisfy the criteria set out in rule 5.09 of the GEM Listing Rules and has given an annual confirmation of his independence to the Company.

In addition, the Nomination Committee had evaluated the performance of each of the retiring Directors for the Year and found their performance satisfactory. Mr. Yim Tsz Yu, Jeffrey participating in the field of lighting and marketing, Mr. Yim Tsz Kit, Jacky participating in the field of lighting, Mr. Wong Wai Tai and Mr. Shea Chun Lok, Quadrant participating in the field of accounting and finance and while Mr. Tsoi Chi Ho, Peter participating in the field of electronics. With their broad and solid management skill and experience, the Board is of the view that the five directors are able to provide various professional advices in different field thus making contribution to diversity of the Board.

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

Subject to the provisions in the Company’s articles of association, the Nomination Committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:

SELECTION CRITERIA

• 1.1 The factors listed below would be used as reference by the Nomination Committee in assessing the suitability of a proposed candidate.

• Reputation for integrity

• Qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy

• Commitment in respect of available time and relevant interest

• The number of existing directorships and other commitments that may demand the attention of the candidate

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LETTER FROM THE BOARD

• Requirement for the Board to have independent non-executive directors in accordance with the GEM Listing Rules and whether the candidates would be considered independent with reference to the independence guidelines set out in the GEM Listing Rules

• Diversity in all its aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service

• Such other perspectives appropriate to the Company’s business

These factors are for reference only, and not meant to be exhaustive and decisive. The Nomination Committee has the discretion to nominate any person, as it considers appropriate.

• 1.2 Proposed candidates will be asked to submit the necessary personal information, together with their written consent to be appointed as a director and to the public disclosure of their personal data on any documents or the relevant websites for the purpose of or in relation to their standing for election as a director.

• 1.3 The Nomination Committee may request candidates to provide additional information and documents, if considered necessary.

NOMINATION PROCEDURES

• 2.1 The Nomination Committee determines the required skilled set, relevant expertise and experience, diversity in all its aspects, having consideration of the current Board composition and size and shareholder structure of the Company.

• 2.2 The Nomination Committee and/or the Board may select candidates for directorship from various channels, including but not limited to internal promotion, re-designation, referral by other member of the management and external recruitment agents.

• 2.3 The Company Secretary provides the Board with the biographical details and details of the relationship between the candidate and the company and/or Directors, directorships held, skills and experience, other positions which involve significant time commitment and any other particulars required by law for any candidate for appointment to the Board.

• 2.4 The Nomination Committee will provide the relevant information of the selected candidate to the Remuneration Committee for consideration of the remuneration package of such selected candidate.

• 2.5 The Nomination Committee should then recommend to the Board to appoint the appropriate candidate for directorship, as applicable.

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LETTER FROM THE BOARD

• 2.6 The Board may arrange for the selected candidate to be interviewed by members of the Board who are not members of the Nomination Committee and the Board will thereafter deliberate and decide the appointment as the case may be.

• 2.7 All appointment of Directors will be confirmed by the filing of the consent to act as Director of the relevant Director to be filed with the relevant regulatory authorities, if required.

In the case of the appointment of independent non-executive Directors, appointments should be for specific terms and subject to re-election, the GEM Listing Rules of the Stock Exchange and the Companies Act of Cayman Islands.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes that the English name of the Company be changed from “Hi-Level Technology Holdings Limited” to “V & V Technology Holdings Limited” and the dual foreign name in Chinese of the Company be changed from “揚宇科技控股有限公司” to “時騰科技控股有限公司” (the “ Change of Company Name ”).

CONDITIONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Change of Company Name is subject to the following conditions (the “ Conditions ”):

• (a) the Shareholders approving the Change of Company Name by passing a special resolution at the AGM; and

• (b) the Registrar of Companies in the Cayman Islands approving the Change of Company Name.

Subject to the satisfaction of the Conditions, the new name of the Company will be entered into the register of companies maintained by the Registrar of Companies in the Cayman Islands and the Change of Company Name will take effect from the date the Registrar of Companies in the Cayman Islands enters the new English name and the dual foreign name in Chinese of the Company in the register of companies maintained by the Registrar of companies in the Cayman Islands, and issues a certificate of incorporation on change of name of the Company thereafter. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

REASONS FOR THE PROPOSED CHANGE OF COMPANY NAME

The Board considers that the proposed Change of Company Name will provide the Company with a new corporate image and better reflect the Company’s new strategic plan and the direction of its future development. The Board is of the view that the Change of Company Name is therefore in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

EFFECTS OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the Shareholders. All existing share certificates in issue bearing the Company’s existing name shall, after the Change of Company Name having become effective, continue to be evidence of the title of the securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangements for free exchange of existing share certificates for new share certificates bearing the new name of the Company.

AGM

As at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, no Shareholder is required under the GEM Listing Rules to abstain from voting on the proposed resolutions at the AGM.

A form of proxy for use at the AGM is enclosed with this circular. 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 instruction printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM (or any adjournment thereof). 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.

A notice of the AGM is set out pages 20 to 23 of this circular. At the AGM, in addition to the ordinary business of the meeting, resolutions will be proposed to approve the general mandates to buy-backs and issue Shares by the Company, the re-election of retiring Directors and the Change of Company Name respectively.

VOTING BY POLL

According to rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll.

RECOMMENDATION

The Directors consider that the Buy-backs Mandate, the Issue Mandate, the re-election of Directors and the Change of Company Name are in the best interests of the Company and its Shareholders and accordingly recommend that all Shareholders should vote in favour of the ordinary resolutions and the special resolution to be proposed at the AGM, as they intend to do so themselves in respect of their own holdings.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the 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 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,

On behalf of the Board

Hi-Level Technology Holdings Limited Mr. Yim Tsz Kit, Jacky Chairman

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EXPLANATORY STATEMENT

APPENDIX I

The GEM Listing Rules permit companies with primary listing on the Stock Exchange to repurchase their fully paid-up Shares on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the GEM Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Buy-backs Mandate.

1. SHARE CAPITAL

As at 11 April 2024, being the Latest Practicable Date, the issued share capital of the Company comprised 969,082,074 Shares. Subject to the passing of the relevant ordinary resolution and on the basis that no further Shares are issued or bought back during the period between the Latest Practicable Date and the date of the AGM, the Company will be allowed under the Buy-backs Mandate to buy-backs a maximum of 96,908,207 Shares on the Stock Exchange or on another stock exchange on which the Shares may be listed and recognised for this purpose by the securities and Futures commission and the Stock Exchange under the code on share buy-backs, representing 10% of the total number of issued Shares as at the date of the AGM.

2. REASONS FOR BUY-BACKS

The Directors believe that the Buy-backs Mandate is in the best interests of the Company and its Shareholders. Such buy-backs may, depending on whether the Shares are trading at prices below the Company’s net asset value per Share and funding arrangements at the time, lead to an enhancement of the net value per Share and its assets and/or its earnings per Share and will only be made when the Directors believe that such buy-backs will benefit the Company and its Shareholders.

3. FUNDING OF BUY-BACKS

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

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EXPLANATORY STATEMENT

APPENDIX I

On the basis of the current financial position of the Group as disclosed in the audited consolidated financial statements of the Company as at 31 December 2023, being the date to which the latest published audited consolidated financial statements of the Company were made up, the Directors consider that, if the Proposed Buy-backs Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Group as compared with the position disclosed in the audited consolidated financial statements of the Company as at 31 December 2023. However, the Directors do not propose to exercise the Proposed Buy-backs Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Group or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Group.

4. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, if the Buy-backs Mandate is approved by the Shareholders at the AGM on Wednesday, 22 May 2024, to sell any Shares to the Company or its subsidiaries.

The Directors have undertaken to the Stock Exchange that so far as the same may be applicable, they will exercise the Buy-backs Mandate pursuant to the proposed resolution in accordance with the GEM Listing Rules and the laws of the Cayman Islands and the Articles of Association.

The Company has not bought back any Shares in the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

If as a result of the exercise of the power to buy-backs Shares pursuant to the Buy-backs Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeover Code. As a result a Shareholder, or group of Shareholders acting in concert depending on the level of increase of the Shareholders interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

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EXPLANATORY STATEMENT

APPENDIX I

As at the Latest Practicable Date, according to the register of interests kept by the Company pursuant to section 336 of the SFO and so far as is known to, or can be ascertained after reasonable enquiry by the Directors, the following persons were directly or indirectly interested in 10% or more of the issued Shares:

				Approximate
				percentage of
				shareholding if
			Approximate	the Buy-backs
		Number of	percentage	Mandate is
	Capacity/	Shares held (L)	of existing	exercised
Name	Nature of interest	(Note 1)	shareholding	in full
S.A.S. Dragon Holdings Limited	Interest in a controlled	448,846,000	46.32%	51.46%
(“S.A.S. Dragon”)(Note 2)	corporation
S.A.S. Investment Company	Beneficial owner	448,846,000	46.32%	51.46%
Limited (“S.A.S. Investment”)
Dr. Yim Yuk Lun, Stanley_BBS JP_	Beneficial owner and interest	535,091,722	55.22%	61.35%
(Note 3)	in controlled corporation

Notes:

1. The letter “L” denotes the person/corporation’s long position in our Shares.

2. S.A.S. Dragon is deemed to be interested in the 448,846,000 Shares held by S.A.S. Investment, a wholly-owned subsidiary of S.A.S. Dragon, under the SFO.

3. Dr. Yim Yuk Lun, Stanley BBS JP beneficially owns 86,245,722 Shares and is the controlling shareholder of S.A.S. Dragon; he is therefore under the SFO deemed to be interested in 448,846,000 Shares held by S.A.S. Investment which is a wholly-owned subsidiary of S.A.S. Dragon.

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APPENDIX I

EXPLANATORY STATEMENT

On the basis of 969,082,074 Shares in issue as at the Latest Practicable Date and assuming there is no further issue or buy-backs of Shares during the period from the Latest Practicable Date up to and including the date of the AGM, if the Buy-backs Mandate were exercised in full, the shareholding in the Company of S.A.S. Dragon and S.A.S. Investment (the substantial Shareholders of the Company, holding 448,846,000 Shares (represents 46.32% of the issued share capital of the Company)) would be increased from approximately 46.32% to approximately 51.46% of the issued share capital of the Company. Such increase would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Buy-backs Mandate to such extent as would, in the circumstances, have an effect to give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

In addition, Dr. Yim Yuk Lun, Stanley BBS JP , is an executive Director of the Company and the substantial Shareholder of the Company holding 535,091,722 Shares (represents 55.22% of the issued share capital of the Company). In the event that the Directors exercise in full the power repurchase the shares, the shareholding of Dr. Yim Yuk Lun, Stanley BBS JP would be increased from approximately 55.22% to approximately 61.35% of the issued share capital of the Company, and such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeover Code. The Directors do not propose to exercise the Buy-backs Mandate to such extent as would, in the circumstances, have an effect to give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, their close associates, have any present intention to sell to the Company or its subsidiaries any Shares under the Buy-backs Mandate if such is approved by the Shareholders.

No core connected persons (as defined in the GEM Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries or have undertaken not to do so, in the event that the Buy-backs Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT

APPENDIX I

5. SHARE PRICES

The highest and lowest prices at which the Shares traded on the GEM during in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2023
April	0.164	0.130
May	0.200	0.152
June	0.205	0.170
July	0.200	0.140
August	0.155	0.123
September	0.150	0.100
October	0.103	0.092
November	0.097	0.081
December	0.083	0.070
2024
January	0.080	0.061
February	0.071	0.060
March	0.073	0.060
April (up to the Latest Practicable Date)	0.073	0.064

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APPENDIX II DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Set out below are the biographical details of the retiring Directors, who being eligible, would offer themselves for re-election at the AGM.

Executive Director

Mr. Yim Tsz Yu, Jeffrey

Mr. Yim Tsz Yu, Jeffrey (嚴子諭) , aged 30, is appointed as an executive Director on 1 February 2024 and he holds a Bachelor’s degree from Cass Business School, City University of London in the United Kingdom and a Master’s degree in China Business Studies from Hong Kong Polytechnic University. He has over 5 years of experience in the display and lighting product industry. Before joining the Company, he was the business development manager of S.A.S. Lighting Company Limited since 2019, a wholly-owned subsidiary of S.A.S. Dragon Holdings Limited (stock code: 1184), a company listed on the Main Board of the Stock Exchange of Hong Kong Limited. Mr. Jeffrey Yim is currently a member of Hong Kong CPPCC Youth Association, a member of Area Committee (Kwai Chung North East), a member of Hong Kong Electrical Appliance Industries Association, a member of Rehabilitation Committee on Community Support for Rehabilitated Offenders, a committee member of Tsuen Wan Lightings Festival and the president of Kwai Tsing District JPC Honorary President Council. He is a son of Dr. Yim Yuk Lun, Stanley BBS JP , an executive Director and a controlling shareholder of the Company. His older brother, Mr. Yim Tsz Kit, Jacky is the Chairman and a non-executive Director of the Company.

So far as the directors are aware as at the Latest Practicable Date, Mr. Jeffrey Yim did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Jeffrey Yim does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and did not hold any other directorships in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Jeffrey Yim has entered into a service agreement with the Company commencing from 1 February 2024 for an initial term of one year, during which either party may terminate the service agreement by giving the other not less than three months written notice. Mr. Jeffrey Yim will be entitled to an annual salary of HK$480,000 which is determined on the basis of his responsibilities, the prevailing market conditions and the performance of the Company’s results. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

This is no information relating to Mr. Jeffrey Yim that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

APPENDIX II

Non-Executive Director

Mr. Yim Tsz Kit, Jacky

Mr. Yim Tsz Kit, Jacky (嚴子杰) , aged 39, is appointed as the Chairman and a non-executive Director on 4 September 2023. He is responsible for the formulation of corporate strategies and the overall direction of the Group. He holds a Bachelor’s degree from Central Saint Martins in United Kingdom and a Master’s degree in Business Administration from the University of Wales. He is appointed as an executive director of S.A.S. Dragon Holdings Limited (stock code: 1184) (“ S.A.S. Dragon ”), a company listed on the Main Board of the Stock Exchange of Hong Kong Limited since 2013. He is the founder and chief executive officer of S.A.S. Lighting Company Limited since 2009, a wholly-owned subsidiary of S.A.S. Dragon and leads a working team to develop the LED lighting business in the S.A.S. Dragon Group.

He received the Young Industrialist Awards of Hong Kong from The Federation of Hong Kong Industries in 2017, the Directors of the Year Awards from The Hong Kong Institute of Directors in 2019 and the Young Entrepreneur Award of the Guangdong-HK-Macao Greater Bay Area in 2020. Mr. Jacky Yim is currently a member of the Chinese People’s Political Consultative Conference Shanghai Committee, the vice chairman of Shenzhen Association of Enterprises with Foreign Investment (深圳市 外商投資企業協會), a member of Yau Tsim Mong South Area Committee, a member of the executive committee of Hong Kong Electronic Industries Association, a member of the Hong Kong Trade Development Council (HKTDC) Electronics/Electrical Appliances Industries Advisory Committee, a member of the Hong Kong Electrical Appliance Industries Association and vice president of Hong Kong Young Industrialists Association Foundation. He is a son of Dr. Yim Yuk Lun, Stanley BBS JP , an executive Director and a controlling shareholder of the Company. His younger brother, Mr. Yim Tsz Yu, Jeffrey is an executive Director of the Company.

So far as the directors are aware as at the Latest Practicable Date, Mr. Jacky Yim was interested in 300,000 Shares, representing approximately 0.03% of the issued share capital of the Company. Save as disclosed above, Mr. Jacky Yim does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and did not hold any other directorships in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Jacky Yim has entered into a service agreement with the Company commencing from 4 September 2023 for an initial term of one year, during which either party may terminate the service agreement by giving the other not less than three months written notice. Mr. Jacky Yim will not receive any remuneration from the Company. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

This is no information relating to Mr. Jacky Yim that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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APPENDIX II DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Non-Executive Director

Mr. Wong Wai Tai

Mr. Wong Wai Tai (黃維泰) , aged 52, is appointed as a non-executive Director of the Company in 2016. He holds a Bachelor’s degree of Business Administration from Hong Kong Baptist University and a Master of Laws from Renmin University of China. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of Association of Chartered Certified Accountants. He has over twenty years’ experience in accounting, auditing, taxation and financial management.

Mr. Wong is appointed as an executive director of S.A.S. Dragon Holdings Limited (stock code: 1184), a company listed on the Main Board of the Stock Exchange of Hong Kong Limited in 2016.

So far as the directors are aware as at the Latest Practicable Date, Mr. Wong was interested in 5,000,000 Shares representing approximately 0.52% of the issued share capital of the Company. Save as disclosed above, Mr. Wong does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and did not hold any other directorships in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Wong has entered into a letter of appointment with the Company commencing from 1 December 2023 for an initial term of one year, during which either party may terminate the service agreement by giving the other not less than three months written notice. Mr. Wong will not receive any remuneration from the Company. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

This is no information relating to Mr. Wong that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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APPENDIX II DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Independent Non-Executive Director

Mr. Shea Chun Lok, Quadrant

Mr. Shea Chun Lok, Quadrant (佘俊樂) (alias Martin, former name, Shea Chi Lap, Quadrant), aged 57, is appointed as an independent non-executive Director of the Company in 2015. He is a chairman of our Audit Committee, Nomination Committee and Remuneration Committee. Mr. Shea graduated from Monash University of Australia with a Bachelor’s degree in Business and later completed a postgraduate program of Public Finance (Taxation) and obtained a Master’s degree in Economics from Jinan University, China and a Master of Laws degree from Renmin University of China. He is also a fellow member of CPA Australia, a member of Hong Kong Institute of Certified Public Accountants, The Taxation Institute of Hong Kong, The Chartered Institute of Management Accountants of the United Kingdom and Institute of Singapore Chartered Accountants and a Chartered Global Management Accountant. Mr. Shea is a Chartered Tax Adviser of Hong Kong and has obtained a Certificate of Pass in Practice Training Examination for Hong Kong Certified Tax Advisers Serving in Shenzhen-Hong Kong Modern Service Industry Cooperation Zone, Qianhai, Shenzhen jointly issued by Shenzhen Municipal Office of the State Administration of Taxation and Shenzhen Local Taxation Bureau. He has been awarded the Certified ESG Planner with the focus on sustainable banking and finance issued by the International Chamber of Sustainable Development.

Mr. Shea has substantial experience in accounting and finance in listed companies and worked as a qualified accountant and company secretary in various companies listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) over the years. He was the group financial controller of S.A.S. Dragon Holdings Limited (stock code: 1184) from 1999 to 2005, a company listed on the Main Board of the Stock Exchange. Mr. Shea has been appointed as the chief financial officer and company secretary of Asia Allied Infrastructure Holdings Limited (stock code: 711) (“ AAI ”), a company listed on the Main Board of the Stock Exchange since 2015. He has further been appointed as an executive director of AAI since 2017 and is also currently a member of the management committee and executive committee of the board and the member of the property development executive board of AAI. Mr. Shea has been appointed as an independent non-executive director of Beijing Enterprises Water Group Limited (stock code: 371) since 2002, a company listed on the Main Board of the Stock Exchange, and is also the chairman of the audit committee of the company. Mr. Shea has also been appointed as an executive director of Modern Living Investments Holdings Limited (stock code: 8426) since 2024, a company listed on the GEM Board of the Stock Exchange.

So far as the directors are aware as at the Latest Practicable Date, Mr. Shea did not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, Mr. Shea does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and did not hold any other directorships in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Shea has entered into a letter of appointment with the Company commencing from 21 December 2023 for an initial term of one year, during which either party may terminate the service agreement by giving the other not less than three months written notice. Pursuant to the letter of appointment, the annual salary of Mr. Shea shall be approximately HK$100,000 and/or discretionary bonus as may be determined by and at the discretion of the Board with reference to his responsibilities, the prevailing market conditions and the performance of the Company’s result. He is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Articles of Association of the Company.

This is no information relating to Mr. Shea that is required to be disclosed pursuant to Rules 17.50(2) of the GEM listing rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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APPENDIX II DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Independent Non-Executive Director

Mr. Tsoi Chi Ho, Peter

Mr. Tsoi Chi Ho, Peter (蔡子豪) , aged 37, is appointed as an independent non-executive Director of the Company in 2015. He is a member of the Audit Committee. Mr. Tsoi graduated from the York University of Canada with a Bachelor’s degree in Business Administration Studies and obtained his Master’s degree in E-Commerce from the Hong Kong Polytechnic University. Mr. Tsoi has been the marketing director of an international trading company in South Africa since 2010 and is mainly responsible for coordinating sales and sourcing electronic products from China to South Africa. He has substantial experience in marketing and trading of electronic products as well as extensive knowledge on the electronic industry of South Africa.

So far as the directors are aware as at the Latest Practicable Date, Mr. Tsoi was interested in 600,000 Shares, representing approximately 0.06% of the issued share capital of the Company. Save as disclosed above, Mr. Tsoi does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company and did not hold any other directorships in other listed public companies in Hong Kong or overseas in the last three years.

Mr. Tsoi has entered into a letter of appointment with the Company commencing from 21 December 2023 for an initial term of one year, during which either party may terminate the service agreement by giving the other not less than three months written notice. Pursuant to the letter of appointment, his director’s remuneration was approximately HK$100,000 for the financial year ended 31 December 2023. The level of this remuneration was determined on the basis of his responsibilities, the prevailing market conditions and the performance of the Company’s result. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

This is no information relating to Mr. Tsoi that is required to be disclosed pursuant to Rules 17.50(2) of the GEM Listing Rules and there is no other matter which needs to be brought to the attention of the shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that the annual general meeting of Hi-Level Technology Holdings Limited (the “ Company ”) will be held at 28/F., Noble Centre, No. 1006, 3rd Fuzhong Road, Futian District, Shenzhen, P.R.C. on Wednesday, 22 May 2024 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited financial statements and the reports of the directors and independent auditors for the year ended 31 December 2023.

2. To re-elect, each as a separate resolution, the following persons as directors and to authorize the Board of Directors to fix the Directors’ remuneration:

3. (a) Mr. Yim Tsz Yu, Jeffrey as an executive Director

4. (b) Mr. Yim Tsz Kit, Jacky as a non-executive Director

5. (c) Mr. Wong Wai Tai as a non-executive Director

6. (d) Mr. Shea Chun Lok, Quadrant as an independent non-executive Director

7. (e) Mr. Tsoi Chi Ho, Peter as an independent non-executive Director

8. To consider and approve the re-appointment of BDO Limited as the independent auditors and to authorize the Board of Directors to fix their remuneration.

To consider and if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions:

1. “ THAT

2. (a) subject to paragraph (b) below, the exercise by the directors of the Company (the “ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy-backs its own shares on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on another stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange under the code on share buy-backs for this purpose subject to

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NOTICE OF ANNUAL GENERAL MEETING

and in accordance with all applicable laws and regulations of the Cayman Islands, the Articles of Association of the Company and the applicable laws and the requirements of the Rules Governing the Listing of Securities on the GEM on the Stock Exchange under the code on share buy-backs (as amended from time to time) or of any other stock exchange, be and is hereby generally and unconditionally approved and authorized.

• (b) the maximum number of the shares of the Company to be bought back by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this Resolution and the approval pursuant to paragraph (a) shall be limited accordingly; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the first annual general meeting of the Company following the passing of this resolution;

  • (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 to be held; or

  • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• “ THAT

• (a) subject to paragraph (b) below, a general mandate be and is hereby unconditionally given to the Directors of the Company to exercise all the powers of the Company during the Relevant Period (as hereinafter defined) to allot, issue and deal with the shares of the Company (including making and granting offers, agreements and options which would or might require the exercise of such powers, whether during the continuance of the Relevant Period or thereafter).

• (b) the maximum number of the shares of the Company allotted or agreed conditionally or unconditionally to be allotted or dealt with pursuant to the approval in paragraph(a) above during the Relevant Period, otherwise than pursuant to the following, shall not exceed 20% of the total number of issued shares of the Company as at the date of passing this Resolution and the said approval shall be limited accordingly.

  • (i) a rights issue where shares are offered for a period fixed by the Directors to shareholders on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard, as appropriate, to any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or stock exchange in, or in any territory applicable to the Company);

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NOTICE OF ANNUAL GENERAL MEETING

  - (ii) an issue of shares under any share option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company and approved by the Stock Exchange;

  - (iii) any issue of shares in the Company upon the exercise of subscription rights attaching to any warrants of the Company; or

  - (iv) any scrip dividend scheme or similar arrangement implemented in accordance with the Articles of Association of the Company; and

• (c) for the purpose of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

  • (i) the conclusion of the first annual general meeting of the Company following the passing of this resolution;

  • (ii) the expiration of 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 to be held; or

  • (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.”; and

• “ THAT conditionally upon Resolutions Numbers 4 and 5 being, passed, the general mandate granted to the directors of the Company and for the time being in force to exercise the powers of the Company to allot shares of the Company be and is hereby extended by the addition shares of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors of the Company pursuant to such general mandate an amount representing the total number of issued shares of the Company bought back by the Company under the authority granted pursuant to Resolution Number 4, provided that such amount shall not exceed 10% of the total number of issued shares of the Company as at the date of passing this resolution.”

SPECIAL RESOLUTION

To consider and if thought fit, to pass with or without amendments, the following resolution as special resolution:

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NOTICE OF ANNUAL GENERAL MEETING

1. “ THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Hi-Level Technology Holdings Limited” to “V & V Technology Holdings Limited”, and the dual foreign name in Chinese of the Company be changed from “揚宇科技控股有限公司” to “時騰科技控股有限 公司” (the “ Change of Company Name ”), and that any one or more of the directors, the company secretary and/or the registered office provider of the Company be and is/are hereby authorised to do all such acts and things, arrange for the requisite filings in the Cayman Islands and Hong Kong, and execute and deliver, and (where required) to affix the common seal of the Company to, all such documents as he/they consider necessary, desirable or expedient for the purpose of giving effect to the Change of Company Name.”

On behalf of the Board Hi-Level Technology Holdings Limited Mr. Yim Tsz Kit, Jacky Chairman

Hong Kong, 18 April 2024

Notes:

• (1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited with the Company’s Share Registrars in Hong Kong in Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong together with any power of attorney or other authority, under which it is signed, or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting.

• (2) The register of members of the Company will be closed from 16 May 2024 to 22 May 2024, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the attending and voting at the AGM, all transfers accompanied by the relevant share certificates, must be lodged with the Company’s Share Registrars in Hong Kong, Tricor Secretaries Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 14 May 2024. The record date for the attending and voting at the AGM is 22 May 2024.

• (3) If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 8:00 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.hi-levelhk.com and on the HKExnews website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and venue of the rescheduled meeting.

As at the date of this notice, the Board comprises three executive directors, namely Dr. Yim Yuk Lun, Stanley BBS JP, Mr. Yim Tsz Yu, Jeffrey and Mr. Tong Sze Chung; two non-executive directors, namely Mr. Yim Tsz Kit, Jacky and 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 notice, for which the directors (the “ Directors ”) of the Company 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 notice 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 notice misleading.

This notice will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting. This notice will also be posted on the Company’s website at www.hi-levelhk.com.

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