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 V & V 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.

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

VT

V & V TECHNOLOGY HOLDINGS LIMITED

時騰科技控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8113)

GENERAL MANDATES TO BUY-BACKS AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE; 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 Tuesday, 20 May 2025 at 10:30 a.m. is set out on pages 27 to 32 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 Registrar in Hong Kong, Tricor Investor Services 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 GEM website at www.hkgem.com for at least 7 days from the date of its publication. This circular will also be posted on the Company's website at www.vvtholdings.com.

24 April 2025

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.

— i —

— ii —

Pages

Definitions ... 1
Expected Timetable ... 4
Letter from the Board ... 6
Appendix I — Explanatory statement ... 18
Appendix II — Details of proposed Directors to be re-elected ... 22
Notice of Annual General Meeting ... 27

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 Tuesday, 20 May 2025 or any adjournment thereof

“Announcement” the announcement of the Company dated 14 March 2025 in relation to, among other things, the Share Consolidation

“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

“Business Day(s)” day(s) (excluding Saturdays, Sundays and public holidays) on which banks are open for business in Hong Kong

“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

“CCASS” Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system

“Change in Board Lot Size” the proposed change in board lot size for trading on the Stock Exchange from 10,000 Existing Shares to 5,000 Consolidated Shares upon the Share Consolidation becoming effective

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

“Company” V & V Technology Holdings Limited (時騰科技控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the issued shares of which are listed and traded on GEM

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

— 1 —

DEFINITIONS

“Consolidated Share(s)”	the ordinary share(s) of par value HK$0.1 each in the share capital of the Company upon the Share Consolidation becoming effective
“controlling shareholder(s)”	has the same meaning as ascribed to it under the GEM Listing Rules
“Director(s)”	directors of the Company
“Existing Share(s)”	ordinary share(s) of HK$0.01 each in the existing share capital of the Company before the Share Consolidation becomes effective
“GEM”	the GEM of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on the GEM
“General Rules of HKSCC”	the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“HKSCC Operational Procedures”	the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time
“Hong Kong”	the Hong Kong Special Administrative Region of the Republic of China
“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”	14 April 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular
“Registrar”	the branch share registrar and transfer office of the Company in Hong Kong, being Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong

— 2 —

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)
“Share(s)”	the Existing Share(s) and/or the Consolidated Share(s) as the case may be
“Share Consolidation”	the proposed consolidation of every ten (10) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company into one (1) Consolidated Share of par value of HK$0.1
“Shareholder(s)”	holder(s) of Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Code on Takeovers and Mergers
“HK$”	Hong Kong Dollars, the lawful currency in Hong Kong
“%”	per cent

References to time and dates in this circular are to Hong Kong time and dates.

— 3 —

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the AGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced under a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

| Event | Time and date
(Hong Kong time) |
| --- | --- |
| Expected date of despatch of the circular in relation to
the Share Consolidation to the Shareholders together with notice of
AGM and proxy form for AGM | On or before Thursday,
24 April 2025 |
| Latest date and time for lodging transfer documents in order to
qualify for attending and voting at the AGM | 4:30 p.m. on Tuesday, 13 May 2025 |
| Closure of register of members for determining the entitlement to
attend and vote at the AGM (both dates inclusive) | Wednesday, 14 May 2025 to
Tuesday, 20 May 2025 |
| Latest date and time for lodging the proxy forms for the AGM | 10:30 a.m. on Sunday, 18 May 2025 |
| Record date for attending and voting at the AGM | Tuesday, 20 May 2025 |
| Expected date and time of the AGM | 10:30 a.m. on Tuesday, 20 May 2025 |
| Publication of announcement of poll results of the AGM | Tuesday, 20 May 2025 |
| The following events are conditional on the fulfillment of the conditions for the implementation of
the Share Consolidation and the Change in Board Lot Size as set out in this circular and therefore
the dates are tentative only. | |
| Effective date of the Share Consolidation | Thursday, 22 May 2025 |
| First day of free exchange of existing share certificates for
new share certificates of the Consolidated Shares | Thursday, 22 May 2025 |
| Dealings in the Consolidated Shares commence | 9:00 a.m. on Thursday, 22 May 2025 |
| Original counter for trading in the Existing Shares in board lots
of 10,000 Existing Shares (in the form of existing
share certificates) temporarily closes | 9:00 a.m. on Thursday, 22 May 2025 |
| Temporary counter for trading in the Consolidated Shares in
board lots of 1,000 Consolidated Shares (in the form of
existing share certificates) opens | 9:00 a.m. on Thursday, 22 May 2025 |

— 4 —

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares
in board lots of 5,000 Consolidated Shares (in the form of
new share certificates for the Consolidated Shares)
re-opens. 9:00 a.m. on Thursday, 5 June 2025

Parallel trading in the Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) commences 9:00 a.m. on Thursday, 5 June 2025

Designated broker starts to stand in the market to provide
matching services for the sale and purchase of odd lots of
the Consolidated Shares 9:00 a.m. on Thursday, 5 June 2025

Designated broker ceases to stand in the market to provide
matching services for sale and purchase of odd lots of
the Consolidated Shares 4:00 p.m. on Wednesday, 25 June 2025

Temporary counter for trading Consolidated Shares in
board lots of 1,000 Consolidated Shares (in the form of
existing share certificates) closes 4:10 p.m. on Wednesday, 25 June 2025

Parallel trading in Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) ends. 4:10 p.m. on Wednesday, 25 June 2025

Last date and time for free exchange of existing share
certificates for new share certificates of the
Consolidated Shares 4:30 p.m. on Friday, 27 June 2025

— 5 —

LETTER FROM THE BOARD

V & V TECHNOLOGY HOLDINGS LIMITED

時騰科技控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8113)

Directors:
Executive:
Dr. Yim Yuk Lun, Stanley SBS BBS JP
Mr. Yim Tsz Yu, Jeffrey
Mr. Chan Ka Ho

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

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

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

Independent Non-Executive:
Mr. Shea Chun Lok, Quadrant
Mr. Fung Cheuk Nang, Clement
Mr. Lau Sun Tao, Gary

24 April 2025

To the Shareholders

Dear Sir or Madam,

GENERAL MANDATES TO BUY-BACKS AND ISSUE SHARES;
RE-ELECTION OF DIRECTORS;
PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE;
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM for the approval of (i) granting the Directors general mandates to buy-backs and issue Shares; (ii) the Share Consolidation and the Change in Board Lot Size; and (iii) re-elect the retiring Directors.

— 6 —

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 145,362,311 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 1,453,623,111 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 290,724,622 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.

— 7 —

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares with par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share with par value of HK$0.1 each.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$20,000,000 divided into 2,000,000,000 Existing Shares with par value of HK$0.01 each, of which 1,453,623,111 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Existing Shares will be issued, allotted or repurchased from the Latest Practicable Date to the date of the AGM, upon the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$20,000,000 divided into 200,000,000 Consolidated Shares with par value of HK$0.1 each, of which 145,362,311 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.

Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares will not be allocated to the Shareholders who may otherwise be entitled.

Save as disclosed above, as at the Latest Practicable Date, the Company does not have any other outstanding derivatives, options, warrants, conversion rights, securities in issue, convertible securities or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

(i) the passing of an ordinary resolution by the Shareholders at the AGM to approve the Share Consolidation;

(ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and

(iii) the compliance with all relevant procedures and requirements under the applicable laws of the Cayman Islands and the GEM Listing Rules to effect the Share Consolidation.

— 8 —

LETTER FROM THE BOARD

Subject to the fulfilment of the above conditions, the Share Consolidation is expected to become effective on Thursday, 22 May 2025, being the second Business Day immediately following the date of the AGM.

As at the Latest Practicable Date, none of the above conditions has been fulfilled.

Application for Listing of the Consolidated Shares

An application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares is listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lots of 10,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 10,000 Existing Shares to 5,000 Consolidated Shares.

Based on the closing price of HK$0.046 per Existing Share (equivalent to the theoretical closing price of HK$0.46 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value per board lot of 10,000 Existing Shares is HK$460; and (ii) the market value of each board lot of 5,000 Consolidated Shares would be HK$2,300 assuming that the Share Consolidation becomes effective.

The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.

— 9 —

LETTER FROM THE BOARD

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the Shareholders, but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Exchange of share certificates for the Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be on Thursday, 22 May 2025, Shareholders may, during the period from Thursday, 22 May 2025 to Friday, 27 June 2025 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, during business hours, in exchange, at the expense of the Company, for new share certificates for the Consolidated Shares (in green colour). Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may be allowed by the Stock Exchange from time to time) for each share certificate for the Existing Shares cancelled or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher.

The existing share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:10 p.m. on Wednesday, 25 June 2025, and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing share certificates will remain valid and effective as documents of title to the Consolidated Shares on the basis of every ten (10) Existing Shares for one (1) Consolidated Share. The new share certificates for the Consolidated Shares will be issued in green colour in order to distinguish them from the share certificates for the Existing Shares which are in blue colour.

Arrangement on odd lot trading and matching services

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company had appointed Phillip Securities (Hong Kong) Limited as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares from 9:00 a.m. on Thursday, 5 June 2025 to 4:00 p.m. on Wednesday, 25 June 2025 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Aric Au or Mr. Yam, Shun Hung of Phillip Securities (Hong Kong) Limited at 11th floor, United Centre, 95 Queensway, Hong Kong (telephone: (852) 2277-6769 or (852) 2277-6615) during office hours of such period.

Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

— 10 —

LETTER FROM THE BOARD

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. The "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and last updated in September 2024 has further stated that (i) market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. Shareholders should take note that Shareholders' approval is not required for the Change in Board Lot Size.

The Shares are currently traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. Based on the closing price of HK$0.046 per Existing Share (equivalent to the theoretical closing price of HK$0.46 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value per board lot of 10,000 Existing Shares is HK$460; and (ii) the market value of each board lot of 5,000 Consolidated Shares would be HK$2,300 assuming that the Share Consolidation becomes effective.

In view of the recent trading price of the Shares, the Board considers that the Share Consolidation will increase the board lot value of the Existing Shares, thereby enabling the Company to comply with the trading requirements under the GEM Listing Rules. Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction cost for each securities trade, regardless of the size or value of the transaction. Currently, the low market value of each board lot results in transaction and handling costs which represent a disproportionately high percentage of the market value of each securities trade. By consolidating the shares, the market value of each board lot will increase, thereby reducing the relative proportion of transaction and handling costs to the market value of each securities trade. With a corresponding upward adjustment in the trading price of the Consolidated Shares and an increase in the net asset value per Share, the Board believes that the Share Consolidation will enhance the corporate image of the Company so as to make investing in the Shares more attractive to a broader range of prospective investors, and therefore further broaden the shareholder base of the Company. Further, the Board expects that the Change in Board Lot Size will lower the threshold for investors to purchase the Shares, thus facilitating the trading and improving the liquidity of the Shares, which will enable the Company to attract more investors and therefore broaden the shareholders' base of the Company.

— 11 —

LETTER FROM THE BOARD

Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation will not, by itself, alter the underlying assets, business operation, management or financial position of the Group or the proportionate interests or rights of the Shareholders. Accordingly, the Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in a change in the relative rights of the Shareholders. Although the Share Consolidation may lead to the creation of odd lots of Shares, the Company has arranged a securities broker to provide matching services for odd lots of Shares for a period of approximately three weeks, which will alleviate the difficulties caused by the creation of odd lots of Shares.

In view of the above reasons, the Company considers the proposed Share Consolidation and Change in Board Lot Size are justifiable notwithstanding of the potential costs and impact arising from creation of odd lots to Shareholders. Accordingly, the Board considers that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, save for the Share Consolidation and the Change in Board Lot Size, the Company has no intention to carry out other corporate actions or arrangements, in the next 12 months, which may have an effect of undermining or negating the intended purpose of the Share Consolidation and the Change in Board Lot Size.

The Company does not have any other concrete plan or arrangement to conduct any other fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/or investment opportunities arise in order to meet its operational needs or support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to the Articles 14.4 to 14.9 of the Company's Articles of Association, Dr. Yim Yuk Lun, Stanley SBS BBS JP, Mr. Chan Ka Ho, Ms. Yim Kei Man, Carmen, Mr. Wong Wai Tai, Mr. Fung Cheuk Nang, Clement and Mr. Lau Sun Tao, Gary 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.

Mr. Fung Cheuk Nang, Clement ("Mr. Clement Fung") has served as independent non-executive Director for more than 9 years. In compliance with code provision B.2.3 in the corporate governance code of the GEM Listing Rules, the re-election of Mr. Clement Fung will be subject to separate resolution to be approved by Shareholders at the AGM. The Board of Directors of the Company, based on the Nomination Committee's recommendation, has reviewed Mr. Clement Fung's role as an independent non-executive Director (INED), given his service of over nine years.

— 12 —

LETTER FROM THE BOARD

Mr. Clement Fung consistently provides independent judgment, objective oversight, and valuable input in Board discussions. He has played a key role in strategic planning, risk management, and corporate governance. His consumer electronic knowledge and experience have significantly enhanced Board discussions and decisions. He has no financial or business ties with the Company, its subsidiaries, or major shareholders and he is not involved in the daily management of the Company nor in any relationship which would interfere with the exercise of his independent judgment.

The Nomination Committee assessed Mr. Clement Fung’s independence under the Corporate Governance Code and found no concerns. The Board and Nomination Committee agreed that he remains independent and valuable to the Company. In view of the above, the Board and Nomination Committee support Mr. Clement Fung’s re-election. A resolution will be proposed for shareholder approval at the AGM.

The re-appointment of the above 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. Dr. Yim Yuk Lun, Stanley SBS BBS JP participating in the field of electronics, Mr. Chan Ka Ho and Mr. Wong Wai Tai participating in the field of accounting and finance, Ms. Yim Kei Man, Carmen participating in the field of property investment, Mr. Clement Fung participating in the field of consumer electronics and while Mr. Lau Sun Tao, Gary participating in the field of clock industry. With their broad and solid management skill and experience, the Board is of the view that the six 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

— 13 —

LETTER FROM THE BOARD

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
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 members 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.

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 appointments 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.

AGM

As at the Latest Practicable Date, and to the best knowledge, belief and information of the Directors having made all reasonable enquiries, as none of the Shareholders or their associates would have any interest in the Share Consolidation, 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 and return it to the Registrar, Tricor Investor Services 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 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 27 to 32 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 Share Consolidation and the re-election of retiring Directors 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.

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 Existing Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.

— 15 —

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

In order to determine the entitlements of the Shareholders to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 14 May 2025 to Tuesday, 20 May 2025, both days inclusive, during which period no transfer of Shares will be registered.

The record date for determining the entitlement of the Shareholders to attend and vote at the AGM will be Tuesday, 20 May 2025. To be eligible to attend and vote at the AGM, all transfers of Share accompanied by the relevant share certificates must be lodged with the Registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 4:30 p.m. on Tuesday, 13 May 2025.

COMPETING INTERESTS

None of the Directors, the controlling shareholder of the Company and their respective close associates are considered to have an interest in a business which competes or may compete with the business of the Group and there is no conflicts of interest which the Directors, the controlling shareholder of the Company and their respective close associates have or may have with the Group.

RECOMMENDATION

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

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.

— 16 —

LETTER FROM THE BOARD

MISCELLANEOUS

In the event of any inconsistency, the English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.

Shareholders and potential investors of the Company should note that the Share Consolidation is conditional upon the fulfilment of the conditions set out in the section headed "Conditions of the Share Consolidation" in this circular. Accordingly, the Share Consolidation may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

Yours faithfully,

On behalf of the Board

V & V Technology Holdings Limited

Mr. Yim Tsz Kit, Jacky

Chairman

— 17 —

APPENDIX I

EXPLANATORY STATEMENT

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 14 April 2025, being the Latest Practicable Date, the issued share capital of the Company comprised 1,453,623,111 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 145,362,311 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 until (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 Bye-laws 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.

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.

— 18 —

APPENDIX I

EXPLANATORY STATEMENT

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 2024, 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 2024. 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 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 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 have undertaken not to do so, in the event that the Buy-backs Mandate is approved by the Shareholders.

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.

Neither the explanatory statement nor the proposed share repurchase has any unusual features.

— 19 —

APPENDIX I

EXPLANATORY STATEMENT

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:

Name	Capacity/ Nature of interest	Number of Shares held (L) (Note 1)	Approximate percentage of existing shareholding	Approximate percentage of shareholding if the Buy-backs Mandate is exercised in full
S.A.S. Dragon Holdings Limited (“S.A.S. Dragon”) (Note 2)	Interest in a controlled corporation	859,284,474	59.11%	65.68%
S.A.S. Investment Company Limited (“S.A.S. Investment”)	Beneficial owner	859,284,474	59.11%	65.68%
Dr. Yim Yuk Lun, Stanley SBS BBS JP (Note 3)	Beneficial owner and interest in controlled corporation	988,653,057	68.01%	75.57%

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 859,284,474 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 SBS BBS JP beneficially owns 129,368,583 Shares and is the controlling shareholder of S.A.S. Dragon; he is therefore under the SFO deemed to be interested in 859,284,474 Shares held by S.A.S. Investment which is a wholly-owned subsidiary of S.A.S. Dragon.

— 20 —

APPENDIX I

EXPLANATORY STATEMENT

On the basis of 1,453,623,111 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 859,284,474 Shares (represents 59.11% of the issued share capital of the Company)) would be increased from approximately 59.11% to approximately 65.68% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

In addition, Dr. Yim Yuk Lun, Stanley SBS BBS JP, is an executive Director of the Company and the substantial Shareholder of the Company holding 988,653,057 Shares (represents 68.01% 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 SBS BBS JP would be increased from approximately 68.01% to approximately 75.57% of the issued share capital of the Company, and such increase would not give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeover Code.

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
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 0.073 | 0.059 |
| May | 0.072 | 0.062 |
| June | 0.077 | 0.051 |
| July | 0.077 | 0.057 |
| August | 0.061 | 0.053 |
| September | 0.057 | 0.050 |
| October | 0.080 | 0.049 |
| November | 0.068 | 0.050 |
| December | 0.056 | 0.049 |
| 2025 | | |
| January | 0.060 | 0.055 |
| February | 0.074 | 0.054 |
| March | 0.061 | 0.041 |
| April (up to the Latest Practicable Date) | 0.055 | 0.039 |

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

Dr. Yim Yuk Lun, Stanley SBS BBS JP

Dr. Yim Yuk Lun, Stanley SBS BBS JP (最玉麟) (“Dr. Yim”), aged 65, is appointed as an executive Director of the Company in 2015. Dr. Yim is the founder, executive director, chairman and managing 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 (the “Stock Exchange”), in 1993. Dr. Yim is appointed as an independent non-executive director of Asia Allied Infrastructure Holdings Limited (Stock Code: 711), a company listed on the Main Board of the Stock Exchange in 2020 and has been re-designated from an independent non-executive director to a non-executive director in 2021 and remain as a member of the audit committee and the nomination committee.

Dr. Yim is currently a member of HKSAR Fight Crime Committee, a member of Independent Police Complaints Council, the chairman of Tsuen Wan District JPC Honorary President Council, a non-official member of Correctional Services Department Complaints Appeal Board, a member of Development Bureau Appeal Tribunal Panel, president of Hong Kong Justice of the Peace Association, the honorary permanent president of Hong Kong Baptist University Foundation, the co-chairmen of Entrepreneur Committee of Hong Kong Baptist University, the honorary vice president of the Hong Kong Electronic Industries Association, a member of the Advisory Board of Yan Chai Hospital and vice president of Federation of Hong Kong-Shanghai Associations. Dr. Yim is the father of Mr. Yim Tsz Kit, Jacky, the Chairman and a non-executive Director of the Company, Ms. Yim Kei Man, Carmen, a non-executive Director of the Company and Mr. Yim Tsz Yu, Jeffrey, an executive Director of the Company.

So far as the directors are aware as at the Latest Practicable Date, Dr. Yim was deemed to be interested in 859,284,474 Shares, representing approximately $59.11\%$ of the issued share capital of the Company, registered in the name of S.A.S. Investment Company Limited, a wholly-owned subsidiary of S.A.S. Dragon. Dr. Yim holds shares representing approximately $54.70\%$ of the total issued share capital of S.A.S. Dragon. In addition, Dr. Yim has personal interest of 129,368,583 Shares, representing approximately $8.9\%$ of the issued share capital of the Company. Save as disclosed above, Dr. 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.

Dr. Yim has entered into a letter of appointment with the Company commencing from 1 October 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. Dr. Yim did not receive director's remuneration of the Company in 2024. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

There is no information relating to Dr. 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.

— 22 —

APPENDIX II

DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Executive Director

Mr. Chan Ka Ho

Mr. Chan Ka Ho (陳家豪) (“Mr. Vincent Chan”), aged 42, is appointed as an executive Director of the Company on 1 July 2024 and he is also the financial controller and company secretary of the Company. He is a member of the Nomination Committee and Remuneration Committee. He holds a Master’s degree in Corporate Governance from Hong Kong Metropolitan University. Before joining the Group, he was the deputy chief operating offices in S.A.S. Dragon Group since 2024. He is also a member of Hong Kong Institute of Certified Public Accountants since 2017. He has over 10 years of experience in accounting, tax, financial, treasury, internal control and risk assessment.

So far as the directors are aware as at the Latest Practicable Date, Mr. Vincent Chan 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. Vincent Chan 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. Vincent Chan has entered into a service agreement with the Company commencing from 1 July 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. Vincent Chan will be entitled to an annual salary of HK$600,000 which is determined on the basis of his responsibilities, the prevailing market conditions and the performance of the Company’s results. Mr. Vincent Chan is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

There is no information relating to Mr. Vincent Chan 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.

Non-Executive Director

Ms. Yim Kei Man, Carmen

Ms. Yim Kei Man, Carmen (嚴紀雯) (“Ms. Carmen Yim”), aged 36, is appointed as a non-executive Director of the Company on 1 July 2024. She has appointed as non-executive director of S.A.S. Dragon since 2022. She holds a Bachelor’s degree in Sociology from the London School of Economics. She has over 9 years’ experience in property investment industry. She has been acting as vice-chairman of Yan Chai Hospital since April 2024 and board of directors of Yan Chai Hospital since 2018. She is currently the manager of Yan Chai Hospital Yim Tsui Yuk Shan Kindergarten and Yan Chai Hospital Chan Iu Seng Primary School. She is also the honorary career advisor of Hong Kong Baptist University and a member of Young Entrepreneur Committee of Hong Kong Baptist University Foundation. She is an observer of the Independent Police Complaints Council since November 2023. She is the daughter of Dr. Yim, an executive Director and a controlling shareholder of the Company and sibling of Mr. Yim Tsz Kit, Jacky, the Chairman and a non-executive Director of the Company and Mr. Yim Tsz Yu, Jeffrey, an executive Director of the Company.

— 23 —

APPENDIX II

DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

So far as the directors are aware as at the Latest Practicable Date, Ms. Carmen 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, Ms. Carmen 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.

Ms. Carmen Yim has entered into a letter of appointment with the Company commencing from 1 July 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. Ms. Carmen Yim will be entitled to an annual salary of HK$120,000 which is determined on the basis of her responsibilities, the prevailing market conditions and the performance of the Company's results. She is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

There is no information relating to Ms. Carmen 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.

Non-Executive Director

Mr. Wong Wai Tai

Mr. Wong Wai Tai, (黄维泰), aged 53, 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 20 years of experience in accounting, auditing, taxation and financial management. Mr. Wong is appointed as an executive director of S.A.S. Dragon 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 0.34% 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 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. Wong did not receive director's remuneration of the Company in 2024. He is subject to retirement by rotation and re-election at the AGM in accordance with the Articles of Association of the Company.

There 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.

— 24 —

APPENDIX II

DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Independent Non-Executive Director

Mr. Fung Cheuk Nang, Clement

Mr. Fung Cheuk Nang, Clement (馮卓能), aged 48, is appointed as an independent non-executive Director of the Company in 2015. He is a member of Audit Committee, Remuneration Committee and Nomination Committee. He has extensive management experience in development and manufacturing of consumer products.

Mr. Fung is also director of Smarthome Technology Limited and Smarthome Products Limited, both of which are privately-owned consumer electronics companies in Hong Kong. Mr. Fung has been appointed as an independent non-executive director of Crocodile Garments Limited (Stock Code: 122), a company listed on the Main Board of the Stock Exchange since 2021. Mr. Fung holds positions in various charitable and social organisations. He is a member of the advisory board of Yan Chai Hospital, of which he was the chairman of the board of directors during the term of year 2018-2019.

So far as the directors are aware as at the Latest Practicable Date, Mr. Fung was interested in 600,000 Shares representing approximately 0.04% of the issued share capital of the Company. Save as disclosed above, Mr. Fung 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. Fung has entered into a letter of appointment with the Company commencing from 21 December 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. Pursuant to the letter of appointment, the annual salary of Mr. Fung 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.

There is no information relating to Mr. Fung 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.

— 25 —

APPENDIX II

DETAILS OF PROPOSED DIRECTORS TO BE RE-ELECTED

Independent Non-Executive Director

Mr. Lau Sun Tao, Gary

Mr. Lau Sun Tao, Gary (劉秦諭), aged 42, is appointed as an independent non-executive Director of the Company on 31 December 2024 and he is a member of the Audit Committee. He holds a Bachelor degree in Business Administration from the University of Kent. He has over 17 years experience in the watch and clock industry.

He received the Social Caring Youth Leadership Award from Social Enterprise Research Academy in 2017 and the Young Industrialist Awards of Hong Kong from Federation of Hong Kong Industries ("FHKI") in 2020.

Mr. Lau is currently a deputy chairman, a general committee member and chairman's committee member of FHKI. He is also the chairman of the Executive Committee of Hong Kong Watch and Clock Council, the chairman of the Belt and Road Committee and a core member of Young Executive Council of FHKI. Mr. Lau is the chief honorary president of Hong Kong Watch Manufacturers Association, the chairman of Watches & Clocks Advisory Committee of the Hong Kong Trade Development Council, a member of Vocational Training Council Jewellery and Timepieces Training Board, a member of Programme Management Committee of BUD Fund, a member of Advisory Committee on Admission of Quality Migrants and Professionals, a member of Trade Single Window User Consultation Group, Commerce and Economic Development Bureau, an executive committee member of The Hong Kong Shippers' Council, a member of The Y. Elites Association, a member of Hong Kong Young Industrial Council ("HKYIC"), a member of Hong Kong Watch and Clock Human Resources Development Committee, Lay Member of Barrister Disciplinary Tribunal Panel, a member of HKYIC Youth Chapter, a committee member of Watch and Clock Industry Working Committee for the Recognition of Prior Learning Mechanism and honorary president of Tsuen Wan District JPC.

So far as the directors are aware as at the Latest Practicable Date, Mr. Lau 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. Lau 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. Lau has entered into a letter of appointment with the Company commencing from 31 December 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. Pursuant to the letter of appointment, the annual salary of Mr. Lau 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 in accordance with the Articles of Association of the Company.

There is no information relating to Mr. Lau 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.

— 26 —

NOTICE OF ANNUAL GENERAL MEETING

V & V TECHNOLOGY HOLDINGS LIMITED

時騰科技控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8113)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of V & V 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 Tuesday, 20 May 2025 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company. Unless otherwise specified, capitalised terms defined in the circular of the Company dated 24 April 2025 (the "Circular") shall have the same meanings used herein.

ORDINARY RESOLUTIONS

To receive, consider and adopt the audited financial statements and the reports of the directors and independent auditors for the year ended 31 December 2024.
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:

(a) Dr. Yim Yuk Lun, Stanley SBS BBS JP as an executive Director
(b) Mr. Chan Ka Ho as an executive Director
(c) Ms. Yim Kei Man, Carmen as a non-executive Director
(d) Mr. Wong Wai Tai as a non-executive Director
(e) Mr. Fung Cheuk Nang, Clement as an independent non-executive Director
(f) Mr. Lau Sun Tao, Gary as an independent non-executive Director

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

— 27 —

NOTICE OF ANNUAL GENERAL MEETING

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

4. "THAT

(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 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."

5. "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).

NOTICE OF ANNUAL GENERAL MEETING

(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);

(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."

— 29 —

NOTICE OF ANNUAL GENERAL MEETING

"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."; and
"THAT, subject to and conditional upon the satisfaction of the conditions set out in the letter from the board under the heading "Conditions of the Share Consolidation" in the Circular, with effect from the second business day immediately following the date on which this resolution is passed by the Shareholders, being a day on which the Shares of the Company are traded on the Stock Exchange:

(a) every ten (10) issued and unissued Existing Shares with par value of HK$0.01 each in the share capital in the Company be consolidated into one (1) Consolidated Share with par value of HK$0.1 each, and such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to restrictions in respect of ordinary shares contained in the memorandum and articles of association of the Company (the "Share Consolidation");

(b) immediately following the Share Consolidation becoming effective, the authorised share capital of the Company will be changed from HK$20,000,000 divided into 2,000,000,000 Existing Shares with par value of HK$0.01 each to HK$20,000,000 divided into 200,000,000 Consolidated Shares with par value of HK$0.1 each;

(c) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the Directors may think fit; and

(d) any one or more of the Directors be and is/are hereby authorised to do all such acts, deeds and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the Share Consolidation."

On behalf of the Board
V & V Technology Holdings Limited
Mr. Yim Tsz Kit, Jacky
Chairman

Hong Kong, 24 April 2025

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(1) The register of members of the Company will be closed from 14 May 2025 to 20 May 2025, 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 Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on 13 May 2025. The record date for the attending and voting at the AGM is 20 May 2025.

(2) 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 Hong Kong branch share registrar of the Company, Tricor Investor Services 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 appointed for holding the AGM or any adjournment thereof.

(3) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

(4) Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the AGM, and in such event the instrument appointing a proxy shall be deemed to be revoked.

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

(6) Voting at the AGM will be taken by poll as required under the GEM Listing Rules.

(7) 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 AGM, the meeting will be postponed. The Company will publish an announcement on the website of the Company at www.vytholdings.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.

(8) The meeting will be held as scheduled even when tropical cyclone warning Signal No. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. Shareholders should make their own decision as to whether they would attend the AGM under bad weather conditions bearing in mind their own situations and if they choose to do so, they are advised to exercise care and caution.

(9) If member has any particular access requirements or needs special arrangements for participating at the meeting, please contact the Hong Kong branch share registrar and transfer office of the Company.

(10) The English text of this notice of AGM shall prevail over the Chinese text in case of inconsistency.

As at the date of this notice, the Board comprises three executive Directors, namely Dr. Yim Yuk Lun, Stanley SBS BBS JP, Mr. Yim Tsz Yu, Jeffrey and Mr. Chan Ka Ho; three non-executive Directors, namely Mr. Yim Tsz Kit, Jacky, Ms. Yim Kei Man, Carmen and Mr. Wong Wai Tai and three independent non-executive Directors, namely Mr. Shea Chun Lok, Quadrant, Mr. Fung Cheuk Nang, Clement and Mr. Lau Sun Tao, Gary.

— 31 —

NOTICE OF ANNUAL GENERAL MEETING

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.vvtholdings.com.

— 32 —

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V & V Technology Holdings Limited — Proxy Solicitation & Information Statement 2025

51275_rns_2025-04-24_d5e81dfc-eba9-485b-bef8-e5a99135c8ff.pdf

VT

V & V TECHNOLOGY HOLDINGS LIMITED

時騰科技控股有限公司

GENERAL MANDATES TO BUY-BACKS AND ISSUE SHARES; RE-ELECTION OF DIRECTORS; PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE; AND NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

BUY-BACKS MANDATE

ISSUE MANDATE

PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Effects of the Share Consolidation

Conditions of the Share Consolidation

Application for Listing of the Consolidated Shares

PROPOSED CHANGE IN BOARD LOT SIZE

OTHER ARRANGEMENTS

Fractional entitlement to Consolidated Shares

Exchange of share certificates for the Consolidated Shares

Arrangement on odd lot trading and matching services

REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

RE-ELECTION OF RETIRING DIRECTORS

PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS

SELECTION CRITERIA

NOMINATION PROCEDURES

AGM

VOTING BY POLL

CLOSURE OF REGISTER OF MEMBERS OF THE COMPANY

COMPETING INTERESTS

RECOMMENDATION

RESPONSIBILITY STATEMENT

MISCELLANEOUS

1. SHARE CAPITAL

2. REASONS FOR BUY-BACKS

3. FUNDING OF BUY-BACKS

4. GENERAL

5. SHARE PRICES

Executive Director

Executive Director

Non-Executive Director

Non-Executive Director

Mr. Wong Wai Tai

V & V TECHNOLOGY HOLDINGS LIMITED

時騰科技控股有限公司

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

4. "THAT

5. "THAT

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V & V Technology Holdings Limited Proxy Solicitation & Information Statement 2025