Champion Technology : MAJOR TRANSACTION DISPOSAL OF PROPERTIES AND NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Champion Technology Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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.

CHAMPION TECHNOLOGY HOLDINGS LIMITED

冠 軍 科 技 集 團 有 限 公 司

(Continued in Bermuda with limited liability)

(Stock Code: 92)

MAJOR TRANSACTION

DISPOSAL OF PROPERTIES

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening the SGM to be held at Rooms 1-2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong at 5:00 p.m. on Monday, 21 October 2019 is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you intend to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the SGM (i.e. at or before 5:00 p.m. on Saturday, 19 October 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

25 September 2019

		CONTENTS
			Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Appendix I	-	Property Valuation Report . . . . . . . . . . . . . . . . . . . . . . . . . . .	I-1
Appendix II	-	Financial Information of the Group . . . . . . . . . . . . . . . . . . . .	II-1
Appendix III	-	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
Notice of SGM .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

- i -

DEFINITIONS

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

"Agreement"	an agreement for sale and purchase dated 8 August 2019
	entered into between the Vendors, the Purchaser and the
	Company in relation to Transaction
"associate(s)"	have the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"Company"	Champion Technology Holdings Limited, a company
	continued in Bermuda with limited liability and the Shares
	of which are listed on the main board of the Stock
	Exchange (stock code: 92)
"Completion"	completion of Transaction
"Completion Accounts"	the audited management accounts of each Target Company
	for the period from the date of its incorporation to and as
	at the Completion Date comprising a statement of
	financial position (or as the case may be, a balance sheet)
	and a statement of income (or as the case may be, profit
	and loss account) which must be certified as true and
	correct by the director(s) of the relevant company
"Completion Date"	the date on which Completion is to take place within
	fourteen (14) business days upon fulfillment of the last
	conditions precedent to be fulfilled (or as the case may
	be, to be waived) and in any event by no later than 29
	November 2019 or such other date as the Vendors and the
	Purchaser may agree in writing
"connected person(s)"	has the meaning as ascribed under the Listing Rules
"Consideration"	the aggregate sum of HK$36,600,000 (subject to
	adjustments under certain conditions) payable by the
	Purchaser to the Vendors for the acquisition of the entire
	issued share capital of the Target Companies pursuant to
	the terms of the Agreement
"Crown Zone"	Crown Zone Development Limited, a company
	incorporated in Hong Kong with limited liability, is the
	registered and beneficial owner of Property (Factory C)
"Director(s)"	director(s) of the Company
"Due Diligence Review"	the due diligence investigation on the business, financial,
	tax and legal aspects of the Target Companies and
	Property (Factory A), Property (Factory B) and Property
	(Factory C)

- 1 -

	DEFINITIONS
"Ever Vast"	Ever Vast Development Limited, a company incorporated
	in Hong Kong with limited liability, is the registered and
	beneficial owner of Property (Factory A)
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	Hong Kong Special Administrative Region of PRC
"Independent Third Party(ies)"	third party(ies) independent of the Company and its
	connected parties
"Latest Practicable Date"	23 September 2019, being the latest practicable date prior
	to the printing of this circular for the purpose of
	ascertaining certain information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"NTAV"	the aggregate of all current tangible assets which are
	readily convertible into cash or cash equivalents, rental
	receivable (if applicable) (up to and inclusive of
	Completion Date), prepaid rates, government rent,
	management fee (up to and inclusive of Completion Date),
	management fee deposits, utilities deposits and other
	miscellaneous deposits paid (excluding the Properties),
	any intangible assets and other fixed assets and deferred
	tax assets, less the aggregate of all liabilities (actual,
	contingent or otherwise but excluding any deferred tax
	liabilities, the relevant Shareholder's Loan, provisions for
	the costs of repair and maintenance of the Properties and
	the common parts and facilities of the building in the
	amount of HK$250,560 (in respect of Property (Factory
	A)), HK$259,200 (in respect of Property (Factory B)) and
	HK$250,560 (in respect of Property (Factory C)),
	respectively, and such costs and expenses in relation to
	compliance of the Building Orders according to the notice
	from Management Office of Kingsford Ind. Bldg (the
	repair and maintenance charges on the Properties are
	determined by Incorporated of Owners of Kingsford Ind.
	Bldg.*), and other provisions made and other matters set
	out in the relevant clauses in Agreement as at Completion
	Date

• According to management office's request, the repair and maintenance charges for Factory A, B and C have to be paid in nine instalments over the period from July 2019 to March 2020, the first instalment will be 20% of the charges and the residual eight instalments will be 10% of the charges. Upon Completion, the obligation to pay the repair and maintenance charges will be solely borne by the Purchaser, and any repair and maintenance instalments paid will be reimbursed to the Vendor.

- 2 -

	DEFINITIONS
"PRC"	the People's Republic of China, excluding (except where
	the context requires) Hong Kong, Macau Special
	Administrative Region and Taiwan
"Properties"	collectively, Property (Factory A), Property (Factory B)
	and Property (Factory C)
"Property (Factory A)"	Factory A on 25th Floor and Balcony thereof, Kingsford
	Industrial Building Phase I, Nos. 26-32 Kwai Hei Street,
	Kwai Chung, New Territories, Hong Kong
"Property (Factory B)"	Factory B on 25th Floor and Balcony thereof and the store
	room appurtenant thereto, Kingsford Industrial Building
	Phase I, Nos. 26-32 Kwai Hei Street, Kwai Chung, New
	Territories, Hong Kong
"Property (Factory C)"	Factory C on 25th Floor and Balcony thereof, Kingsford
	Industrial Building Phase I, Nos. 26-32 Kwai Hei Street,
	Kwai Chung, New Territories, Hong Kong
"Purchaser"	Sonic Jet Limited, a company incorporated in the British
	Virgin Islands with limited liability
"Review Timeline"	31 August 2019, being the date of completion for the
	purpose of the Due Diligence Review
"Sale Shares"	the entire issued share capital of the Target Companies
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"SGM"	the special general meeting of the Company to be
	convened and held at Rooms 1-2, United Conference
	Centre, 10/F, United Centre, 95 Queensway Admiralty,
	Hong Kong at 5:00 p.m. on Monday, 21 October 2019, the
	notice of which is set out on pages SGM-1 to SGM-2 of
	this circular, and any adjournment thereof
"Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Shares
"Shareholders' Loans" or each	all debts owing by the Target Companies to each of the
"Shareholder's Loan"	Vendors and its group subsidiaries as at Completion
"sq. ft."	square feet

- 3 -

	DEFINITIONS
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Target Companies"	collectively, Crown Zone, Ever Vast and Wise Great
"Transaction"	the sale and purchase of the entire issued share capital of
	Crown Zone, Ever Vast and Wise Great
"Vendor I"	Vast Acute Holdings Limited, a company incorporated in
	the British Virgin Islands and an indirect wholly-owned
	subsidiary of the Company
"Vendor II"	Hero King Holdings Limited, a company incorporated in
	the British Virgin Islands and an indirect wholly-owned
	subsidiary of the Company
"Vendor III"	Lucky Edge Holdings Limited, a company incorporated in
	the British Virgin Islands and an indirect wholly-owned
	subsidiary of the Company
"Vendors"	collectively, Vendor I, Vendor II and Vendor III
"Wise Great"	Wise Great Development Limited, a company incorporated
	in Hong Kong with limited liability, is the registered and
	beneficial owner of Property (Factory B)
"%"	per cent.

- 4 -

LETTER FROM THE BOARD

CHAMPION TECHNOLOGY HOLDINGS LIMITED

冠 軍 科 技 集 團 有 限 公 司

(Continued in Bermuda with limited liability)

	(Stock Code: 92)
Executive Directors:	Registered office:
Ms. WONG Man Winny (Chairperson)	Clarendon House
Mr. LIU Ka Lim	2 Church Street
Mr. GAO Hong	Hamilton HM 11
	Bermuda
Non-executive Directors:
Ms. TO Yin Fong Cecilica	Head Office and Principal Place
Mr. CHAN Sung Wai	of Business in Hong Kong:
	Unit 3412, 34th Floor
Independent non-executive Directors:	China Merchants Tower
Mr. LEUNG Man Fai	Shun Tak Centre
Mr. CHAN Yik Hei	No. 168-200 Connaught Road
Mr. WONG Yuk Man Edmand	Central
	Sheung Wan, Hong Kong
	25 September 2019
To the Shareholders
Dear Sir or Madam,

MAJOR TRANSACTION

DISPOSAL OF PROPERTIES

1. INTRODUCTION

As announced by the Company on 8 August 2019 and 23 August 2019, the Group entered into the Agreement on 8 August 2019. The Agreement and the Transaction contemplated thereunder constitute a major transaction of the Company.

The purpose of this circular is to provide you with information regarding the resolution to be proposed at the SGM to approve the Transaction and the transactions contemplated thereunder.

2. THE AGREEMENT

On 8 August 2019, the Vendors, all indirect wholly-owned subsidiaries of the Company, the Purchaser and the Guarantor entered into Agreement, pursuant to which the Vendors

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LETTER FROM THE BOARD

conditionally agreed to sell the Sale Shares and the Shareholders' Loans, and the Purchaser conditionally agreed to purchase the Sale Shares and the Shareholders' Loans, at the Consideration of HK$36,600,000 (subject to adjustments under certain conditions).

Set out below are the major terms of the Agreement:

Date:
8 August 2019
Parties to Agreement:
Vendor I:	Vast Acute Holdings Limited
Vendor II:	Hero King Holdings Limited
Vendor III:	Lucky Edge Holdings Limited
Purchaser:	Sonic Jet Limited
Guarantor:	Champion Technology Holdings Limited

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Purchaser and their respective ultimate beneficial owners, Yeung Ka Shun Carlson (3.12%), Chan Sai Fong (3.12%), Cheng Yuk Sui (78.15%) and Tan, Jessalynn Lim (15.61%), are Independent Third Parties.

Terms of the Agreement

Pursuant to Agreement, the Vendors conditionally agreed to sell and assign, the Purchaser in reliance of the representations, warranties and undertakings conditionally agreed to purchase the Sale Shares and take up the assignment of the right to the Shareholders' Loans. The right to be repaid with the amount of the Shareholders' Loans will be assigned to the Purchaser only upon Completion. There is no obligation to be taken up by the Purchaser insofar as the Shareholders' Loans are concerned. The Consideration for each of Shareholders' Loans is based on its face value on a dollar to dollar basis, the amounts of Shareholders' Loans and the value allocated to the shares of the Target Companies all added together equals to the Consideration. The Shareholders' Loans are not mortgage loans. The Shareholders' loans were borrowed by the Target Companies to acquire the Properties from their fellow subsidiaries during a restructuring exercise of the Company in March 2019. Upon Completion, in consideration of cash received by the Company from the Purchaser, the Shareholders' Loans will be assigned to the Purchasers. The Sale Shares represent the entire issued share capital of the Target Companies, which are beneficially owned as to 100% by the relevant Vendors. The Target Companies, which are principally engaged in property holdings in Hong Kong, are the sole legal and beneficial owners of the Properties.

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LETTER FROM THE BOARD

Properties

The Properties are situated at Factory A, Factory B (and a store room appurtenant thereto) and Factory C on 25th Floor and Balconies thereof respectively, Kingsford Industrial Building Phase I, Nos. 26-32 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong.

Property (Factory A) has a saleable floor area of approximately 3,579 sq. ft. and a balcony area of approximately 116 sq. ft. As at the Latest Practicable Date, Property (Factory A) is vacant.

Property (Factory B) has a saleable floor area of approximately 3,657 sq. ft. and a balcony area of approximately 110 sq. ft. As at the Latest Practicable Date, Property (Factory B) is vacant.

Property (Factory C) has a saleable floor area of approximately 3,576 sq. ft. and a balcony area of approximately 111 sq. ft. As at the Latest Practicable Date, Property (Factory C) is vacant.

The Properties had been used as the Company's warehouse since acquisition until 1 September 2017 when they were leased to outsiders for rental until 13 June 2018. Since then, the Properties were touched up and put to market for sale.

The Target Companies acquired the Properties in March 2019 as part of the Company's restructuring to facilitate the Company to dispose of its properties in Kantone Centre as referred to in the Company's circular dated 24 April 2019, in which the Properties were defined as Excluded Properties. The restructuring must be done in March 2019 since the pervious purchaser of the properties in Kantone Centre was not interested in buying the Properties. And it was until 8 August 2019 that the Purchaser showed its interests in buying the Properties and entered into the Agreement with the Vendors.

Based on the valuation report prepared by an independent qualified valuer, the aggregated appraised value of the Properties amounted to HK$33,600,000 as at 30 June 2019.

Guarantee

Pursuant to Agreement, the Company shall guarantee the due and punctual performance and discharge of all obligations of the Vendors under Agreement.

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LETTER FROM THE BOARD

Consideration and Terms of Payment

The Consideration for Agreement is HK$36,600,000, which shall be payable by the Purchaser to the Vendors in the following manners:

1. an initial deposit of HK$1,830,000 to the Vendors' solicitors as stakeholders has been paid upon signing of Agreement;
2. a further deposit of HK$1,830,000 shall be payable within seven (7) business days from the date thereof to the Vendor's solicitors as stakeholders and has been paid on 15 August 2019; and
3. the balance of HK$32,940,000 (subject to the adjustments under certain conditions) shall be payable on Completion in the manner stipulated in Agreement.

The Consideration for Agreement was determined after arm's length negotiations between the Vendors and the Purchaser on normal commercial terms with reference to the prevailing market values of properties of similar nature available in Kwai Chung and the nearby area.

The market values of the subject properties have been valued by Independent Professional Valuer with the Comparison Approach by making reference to comparable sales evidence as available in the market. Appropriate adjustments have been made to account for the differences between the subject properties and the comparables in terms of location, size, condition, time, age, floor level and other relevant factors.

Adjustments to the Consideration

The balance of the Consideration of HK$32,940,000 (being the Consideration less the initial deposit and the further deposit) shall be adjusted by the amount of the NTAV in the Completion Accounts of the Target Companies as agreed by the parties on Completion. The following is the adjustment mechanism for adjusting the balance of the Consideration:

1. the balance of the Consideration shall be increased by the amount by which the NTAV (as to be determined based on the Completion Accounts) is more than zero; or
2. the balance of the Consideration shall be reduced by the absolute amount of the net liability of the relevant Target Company (i.e. the amount by which the NTAV (as to be determined based on the Completion Accounts) is less than zero).

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LETTER FROM THE BOARD

As at 30 June 2019, the NTAV of each of the Target Companies and the adjustment to the Consideration, assuming that the completion is on 30 June 2019, are as follows:

	Adjustment to be			Adjusted
	made = NATV as at			Consideration of the
	30 June 2019 (NTAV			Transaction (after
	is more than zero i.e.			NTAV's adjustment
	current assets minus			and assuming the
	the liabilities but			Transaction was
	excluded the	Consideration of the	completed on 30
Target Companies	Shareholder's Loan)	Transaction	June 2019)
	HK$'000	HK$'000	HK$'000
Crown Zone	21		12,800		12,821
Ever Vast	11		11,900		11,911
Wise Great	31		11,900		11,931
	63		36,600		36,663

Adjustment to Consideration would be required if the Target Companies incur liabilities in the ordinary course of business, such as building management fees etc. after signing of the Agreement and before Completion. On the other hand, utility deposits paid by the Target Companies will have to be added to the Consideration upon Completion. Such adjustments are necessary in order to reflect the financial responsibilities of both parties during the period from the signing of the Agreement to the Completion Date and any adjustments that may be made by the auditors if necessary. Since such expenses/liabilities and utility deposits are of immaterial amounts, the Directors do not foresee the need for any material adjustments to the Consideration. As at the Latest Practicable Date, there are no other costs and expenses to be aggregated as "liabilities" in calculating the NTAV. Therefore, although the maximum amount of adjustments cannot be specifically determined until the Completion Date, the Directors do not foresee the need for any material adjustments to the Consideration.

The Company does not expect any material changes to the financial positions (including assets or liabilities) of the Target Companies after the Latest Practicable Date.

The Vendors shall deliver the Completion Accounts to the Purchaser within forty-five

1. days from the Completion Date and the Purchaser or the Vendors (as the case may be) shall pay the difference to the other party within five (5) business days from the date of receipt of the Completion Accounts.

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LETTER FROM THE BOARD

Conditions precedent

Completion is conditional upon the following conditions precedent being fulfilled:

1. the Purchaser having completed its Due Diligence Review on the Target Companies and the Properties, the Vendors have good title to the Sale Shares and the Shareholders' Loans, and is satisfied with the results thereof and confirmed in writing by no later than the Review Timeline under Agreement;
2. the Vendors having procured the Target Companies to prove and give good title to the Properties in accordance with Sections 13 and 13A of the Conveyancing and Property Ordinance (Cap.219 of the Laws of Hong Kong) ("Title Review");
3. all the warranties given by the Vendors under Agreement are and shall remain true, accurate, correct and not misleading in all material respects up to Completion Date;
4. the Vendors having proven that the approval of Agreement and the transactions contemplated thereunder by the Shareholders having been obtained in compliance with the Listing Rules (if applicable);
5. the Vendors having proven that the Company having obtained all other necessary approvals, consents, clearance and/or waiver (if applicable) as may be required under the Listing Rules and/or other applicable rules and regulations from the Stock Exchange or any other regulators in respect of the entering into and performance of Agreement and the transactions contemplated thereunder; and
6. the performance and observance by the Vendors of all its undertakings and obligations.

As at the Latest Practicable Date, the conditions precedent (i) and (ii) have been fulfilled.

The Purchaser will complete the Due Diligence Review and the Title Review and provide a confirmation in writing ("Purchaser's DD Confirmation") to the Vendors stating whether or not it is satisfied with or will waive satisfaction of the Due Diligence Review and the Title Review in full no later than 5:00 p.m. on the Review Timeline. In case the Purchaser's DD Confirmation is not delivered to the Vendors by the Review Timeline, the Purchaser shall for all intents and purposes deemed to have issued the Purchaser's DD Confirmation and satisfied in full with the Due Diligence Review and the Title Review immediately upon expiry of the Review Timeline and the conditions precedent set out above shall deemed to have been fulfilled. The Vendors had obtained the Purchaser's DD Confirmation on 30 August 2019.

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LETTER FROM THE BOARD

The Purchaser may at any time before expiry of the Review Timeline at its sole and absolute discretion waive satisfaction in full of the Due Diligence Review and/or the Title Review.

The Purchaser may at any time on or before Completion Date at its sole and absolute discretion waive in writing all or any of the other conditions precedent set out in Clauses

1. and (vi) above in whole or in part and such waiver may be made subject to such terms and conditions as the Purchaser may require.

If any of the conditions precedent shall not have been fulfilled (or, as the case may be, waived by the parties insofar as they can be waived under the terms of Agreement) on Completion Date (or such other time and date as the parties may agree in writing), all rights and obligations of the parties under Agreement shall cease and terminate and it shall not be necessary for any party to tender any document to the other parties for execution, in which event, the Vendors shall effect a full refund of the initial deposit and further deposit but without interest, costs or compensation to the Purchaser within five (5) business days after the said timeline and no party shall have any claim against the other save for claim (if any) in respect of antecedent breach of Agreement.

Completion

The Completion shall take place within fourteen (14) business days upon fulfillment the last of the conditions precedent to be fulfilled (or as the case may be, to be waived) and in any event by no later than 29 November 2019 or such other date as the Vendors and the Purchaser may agree in writing.

Given that the conditions precedent (i) and (ii) have been fulfilled, the only remaining conditions precedent to be fulfilled is the approval of the Shareholders to the Agreement to be sought at the forthcoming SGM. This being conditions precedent (iv).

Upon Completion, the Target Companies will cease to be subsidiaries of the Company.

INFORMATION ABOUT THE PARTIES

The Group is principally engaged in the sales of cultural products, system sales including software licensing and service, leasing of system products, strategic investments and trading for gasoil.

The Vendors are all indirect wholly-owned subsidiaries of the Company and are principally engaged in investment holdings.

The Purchaser is principally engaged in investment holdings.

The principal activity of the holding companies of the Purchaser are investment holding of subsidiaries which are engaged in trading of carpets and provision of installation services.

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LETTER FROM THE BOARD

FINANCIAL INFORMATION OF THE TARGET COMPANIES

Set out below are the unaudited statement of profit and loss of the Target Companies for the period from their respective dates of incorporation to 30 June 2019:

		From
		1 December
		2018
		(i.e. its date of
		incorporation)
Crown Zone Development Limited	to 30 June 2019
		HK$'000
		(unaudited)
Revenue	-
Fair value loss on investment properties	884
Administrative expenses	92
Loss before taxation	976
Loss for the period	976
		From
		19 October
		2018
		(i.e. its date of
		incorporation)
Ever Vast Development Limited	to 30 June 2019
		HK$'000
		(unaudited)
Revenue	-
Fair value loss on investment properties	884
Administrative expenses	92
Loss before taxation	976
Loss for the period	976

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LETTER FROM THE BOARD

	From
	1 December
	2018
	(i.e. its date of
	incorporation)
Wise Great Development Limited	to 30 June 2019
	HK$'000
	(unaudited)
Revenue	-
Fair value loss on investment properties	906
Administrative expenses	93
Loss before taxation	999
Loss for the period	999

Set out below are the net profits attributable to the Properties for the two financial years immediately preceding the Transaction. This information was extracted from the financial information of the vendors of the Properties which the Target Companies purchased in March 2019:

	From	From
	1 July 2018 to	1 July 2017 to
Property A	30 June 2019	30 June 2018
	HK$'000	HK$'000
Revenue	-	70
Administrative expenses	(39)	(49)
(Loss)/Profit before taxation	(39)	21
(Loss)/Profit for the year	(39)	21

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LETTER FROM THE BOARD

		From	From
		1 July 2018 to	1 July 2017 to
Property B	30 June 2019	30 June 2018
		HK$'000	HK$'000
Revenue	-	70
Administrative expenses	(47)	(46)
(Loss)/Profit before taxation	(47)	24
(Loss)/Profit for the year	(47)	24
		From	From
		1 July 2018 to	1 July 2017 to
Property C	30 June 2019	30 June 2018
		HK$'000	HK$'000
Revenue	-	70
Administrative expenses	(41)	(44)
(Loss)/Profit before taxation	(41)	26
(Loss)/Profit for the year	(41)	26

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LETTER FROM THE BOARD

Set out below is the unaudited net asset value of the Target Companies and the amount of the Shareholders' Loans of each of the Target Companies as well as other accounting information:

	From
	1 December
	2018
	(i.e. its date of
	incorporation)
Crown Zone Development Limited	to 30 June 2019
	HK$'000
	(unaudited)
Carrying value of Property (Factory C) being sold	11,100
Other assets	21
Shareholders' Loans - amount due to Vendor III	(10,817)
Net asset value	304
Share Capital	1,280
Loss for the period	(976)
Net asset value	304

Notes:

1. The original purchase cost of Property C was HK$2,060,000.
2. The Group acquired Property C was on 28 May 1999.

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LETTER FROM THE BOARD

	From
	19 October
	2018
	(i.e. its date of
	incorporation)
Ever Vast Development Limited	to 30 June 2019
	HK$'000
	(unaudited)
Carrying value of Property (Factory A) being sold	11,100
Other assets	11
Shareholders' Loans - amount due to Vendor I	(10,807)
Net asset value	304
Share Capital	1,280
Loss for the period	(976)
Net asset value	304

Notes:

1. The original purchase cost of Property A was HK$970,000.
2. The Group acquired Property A was on 12 August 1999.

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LETTER FROM THE BOARD

	From
	1 December
	2018
	(i.e. its date of
	incorporation)
Wise Great Development Limited	to 30 June 2019
	HK$'000
	(unaudited)
Carrying value of Property (Factory B) being sold	11,400
Other assets	31
Shareholders' Loans - amount due to Vendor II	(11,130)
Net asset value	301
Share Capital	1,300
Loss for the period	(999)
Net asset value	301

Notes:

1. The original purchase cost of Property B was HK$2,060,000.
2. The Group acquired Property B was on 28 May 1999.

POSSIBLE FINANCIAL EFFECTS AND USE OF PROCEEDS

The Group will, subject to audit, record a book gain of approximately HK$2.26 million from the Transaction, being the difference between the Consideration and the sum of the total unaudited book value of the Properties, the Shareholders' loan as at 30 June 2019 and the estimated transaction costs payable by the Group in connection with the Transaction.

The Board considered that, under the current market and Properties condition, and the Consideration offered by the Purchaser, selling the Properties would improve the Company's liquidity and would facilitate the Company's business in the trading of oil gas, telecommunication products and solar energy products, all of which require a lot of working capital.

The Group intends to use the proceeds from the Transaction for (i) approximately HK$7 million for general working capital (salary (including Directors' fee) of approximately HK$1,362,000 and rent, rates and building management fee of HK$570,000 per month), (ii) HK$23 million for trading of gasoil and telecommunication products and (iii) HK$6 million for the business of Renewable Energy.

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LETTER FROM THE BOARD

REASONS FOR THE TRANSACTION

The Board considers that the Transaction represents a good opportunity for the Group to realize its investment in the Properties and also improves the liquidity and overall financial position of the Group. Since the amount of Consideration is only HK$36,600,000, the Company does not have any specific plan to use the fund apart from improving the Company's liquidity.

Having considered that the Agreement was entered into on normal commercial terms with the Consideration being determined with reference to the market value of similar properties in similar locations, the Directors are of the view that the terms of the Agreement are fair and reasonable and in the interests of the Shareholders and the Company as a whole.

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio (as defined in the Listing Rules) in respect of the transactions contemplated in the Agreement exceeds 25% but is less than 75%, the Transaction constitutes a major transaction for the Company under Chapter 14 of the Listing Rules.

3. SGM

The Company will convene the SGM at 5:00 p.m. on Monday, 21 October 2019 to consider and, if thought fit, approve the Transaction and transactions contemplated thereunder. A notice of the SGM is set out on pages SGM-1 to SGM-2 of this circular.

To the best knowledge of the Directors after making all reasonable enquiries, as at the Latest Practicable Date, no Shareholder is required to abstain from voting on the resolution approving the Transaction. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions to be proposed at the SGM will be taken by poll, the results of which will be announced after the SGM.

A form of proxy for use at the SGM is also enclosed. If you are unable to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and, in any event no later than 48 hours before the time for the SGM (i.e. at or before 5:00 p.m. on Saturday, 19 October 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

4. RECOMMENDATION

The Directors consider that the transactions contemplated under the Transaction are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution in the terms as set out in the notice of the SGM.

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LETTER FROM THE BOARD

5. ADDITIONAL INFORMATION

Your attention is also drawn to the information contained in the appendices to this circular.

By order of the Board

CHAMPION TECHNOLOGY HOLDINGS LIMITED

LIU KA LIM

Executive Director

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APPENDIX I

PROPERTY VALUATION REPORT

The following is the text of a letter and valuation certificates prepared for the purpose of incorporation in this circular from Malcolm & Associates Appraisal Limited, an independent property valuer, in connection with their opinion of value of the properties.

Malcolm & Associates Appraisal Limited

8th Floor, Wai Hing Commercial Building

Nos. 17-19 Wing Ho Street

Central

Hong Kong

25 September 2019

The Directors

Champion Technology Holdings Limited

Unit 3412, 34th Floor

China Merchants Tower

Shun Tak Centre

Nos. 168-200 Connaught Road Central

Hong Kong

Dear Sirs,

INSTRUCTIONS

We refer to the instructions of Champion Technology Holdings Limited (the "Company") to us for assessing the market values of the real properties contracted to be disposed of by the Company and/or its subsidiaries (together referred to as the "Group") located in Hong Kong. We confirm that we have conducted an inspection, made relevant enquiries and obtained such further information as we consider necessary for the purpose of providing you with our independent and informed opinion of the market values of the real properties as at 31 July 2019 (the "valuation

date").

BASIS OF VALUATION

Our valuations of the real properties have been based on the Market Value, which is defined by The Hong Kong Institute of Surveyors as "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion". The Market Value is also understood as the value of an asset or liability estimated without regard to costs of sale or purchase (or transaction) and without offset for any associated taxes or potential taxes.

VALUATION METHODOLOGY

We have valued the real properties on the basis of market values together with the Direct Comparison Method assuming sale in their existing states and use with the benefit of vacant

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APPENDIX I

PROPERTY VALUATION REPORT

possession and by making reference to direct and most similar comparable sales evidence as being available in the market. Appropriate adjustments have been made to account for the differences between the real properties and the comparables in terms of location, accessibility, size, building facilities, time, age, floor level, layout and other relevant factors.

TITLE INVESTIGATION

We have caused land searches to be made at the Land Registry of Hong Kong. However, we have neither examined the original documents to verify ownership nor to ascertain the existence of any amendments, which do not appear on the copies handed to us. All documents have been used for reference only.

VALUATION ASSUMPTIONS

Our valuations have been made on the assumption that the real properties were sold in the market in their existing state and use without the benefit of deferred terms contract, leaseback, joint venture, management agreement or any other similar arrangement which would affect the market values of the real properties. In addition, no account has been taken of the option or right of pre-emption affecting the sale of the real properties and no repossession is assumed in our valuations.

VALUATION CONSIDERATIONS

We have carried out on-site inspections of the real properties recorded in the attached Valuation Certificates by Mr. Wong Yung Shing (MHKIS, MRICS) on 11 September 2019. We have inspected the real properties externally and where possible, the interior of the real properties. In the course of our inspections, we did not note any serious defects. However, no structural surveys have been made. We are, therefore, unable to report that the real properties are free from rot, infestation or any other structural defects. No tests were carried out on any of the services.

In the course of our valuations, we have relied to a considerable extent on the information given by the Group and have accepted advice given to us on such matters as planning approvals or statutory notices, easements, tenures, particulars of occupancy, floor areas, identification of the real properties and other relevant information.

We have not carried out the detailed on-site measurement to verify the correctness of the floor areas in respect of the real properties but have assumed that the floor areas shown on the documents handed to us are correct. Except otherwise stated, all dimensions, measurements and areas included in the valuation certificates are based on information contained in the documents provided to us by the Group and are therefore only approximations.

We have no reason to doubt the truth and accuracy of the information provided to us by the Group and we have relied on your confirmation that no material facts have been omitted from

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APPENDIX I

PROPERTY VALUATION REPORT

the information provided. We consider that we have been provided with sufficient information for us to reach an informed view.

None of allowance has been made in our valuations for any charges, mortgages or amounts owing on the real properties or for any expenses or taxation, which may be incurred in effecting a sale.

Our valuations have been prepared in accordance with The HKIS Valuation Standards (2017 Edition) published by The Hong Kong Institute of Surveyors and the 2017 Red Book published by the Royal Institution of Chartered Surveyors respectively.

Our valuations have been prepared under the authentic professional localized and international valuation procedures and are in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

REMARKS

Unless otherwise stated, all money amounts stated herein are in Hong Kong Dollars (HK$) and no allowances have been made for the fluctuation of the currency exchange rate between the valuation date and the date of this circular.

We hereby confirm that we have neither present nor prospective interests in the Group on the valuations reported herein.

Our summary of market values and the valuation certificates are attached herewith.

Yours faithfully,

For and on behalf of

MALCOLM & ASSOCIATES APPRAISAL LIMITED

Wong Yung Shing

LLB(Hon.)(London) Prof. Dip.(Est. Mgt)(HK Poly U)

B.Sc.(Land Administration)(Hons.)(London),

MHKIS, MRICS, ACIArb, MHKIArb, MHKIREA, RPS(GP), FBuildE

Associate Director

Note: Mr. Wong Yung Shing is a corporate member of The Hong Kong Institute of Surveyors (General Practice) and The Royal Institution of Chartered Surveyors (Valuation Path) since early 1990s. Since 1989, he has continuously practiced for the valuation of corporeal and incorporeal properties and business valuation, including the valuation of properties in Hong Kong and the People's Republic of China, for diverse purposes and specialized in the expert witness services of property disputes, civil aviation, airport built infrastructure, and valuation. He is the unique record holder of Commonwealth Countries and Hong Kong Legal System (HKCFA Case No.: FAMV 18 of 2010).

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APPENDIX I

PROPERTY VALUATION REPORT

SUMMARY OF VALUES

Real properties contracted to be disposed of by the Group in Hong Kong

		Market Value in
		existing state as
No.	Real property	at 31 July 2019
		HK$
1.	Factory A on 25/F including Balcony thereof of Kingsford	11,100,000
	Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street,
	Kwai Chung,
	New Territories,
	Hong Kong
2.	Factory B on 25/F & Balcony thereof & Store Room thereof of	11,400,000
	Kingsford Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street,
	Kwai Chung,
	New Territories,
	Hong Kong
3.	Factory C on 25/F including Balcony thereof of Kingsford	11,100,000
	Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street,
	Kwai Chung,
	New Territories,
	Hong Kong
	Total:	33,600,000

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APPENDIX I

PROPERTY VALUATION REPORT

VALUATION CERTIFICATE

Real properties contracted to be disposed of by the Group in Hong Kong

				Market Value
				in existing
		Description and	Particulars of	state as at
No.	Real property	tenure	occupancy	31 July 2019
				HK$

1. Factory A on 25/F including Balcony thereof of Kingsford Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong

29/6, 399th equal and undivided shares of and in Kwai Chung Town Lot No. 304

The real property	The real property	11,100,000
comprises an	was vacant as at the
industrial unit on	valuation date.

25th floor and a balcony thereof of a 27-storey industrial building completed in 1979.

The real property has a saleable area of approximately 3,579 sq.ft. and a balcony area of approximately

116 sq.ft.

The real property is held under New Grant No. 5351 for a term of 99 years commencing on 1 July 1898 and which has been extended until 30 June 2047. The Government rent is HK$1,000 per annum.

Notes:

1. The real property is located in Kwai Chung District of New Territories, Hong Kong, which is within 10 minutes' driving distance to the MTR Kwai Fong Station. The immediate locality is a mixture of industrial and residential areas.
2. The registered owner of the real property is Ever Vast Development Limited vide Memorial No. 19040302000064 dated 21 March 2019.

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APPENDIX I

PROPERTY VALUATION REPORT

1. The real property is subject to the following material encumbrances:
2. 1. Notice No. "UMB/5OF101/1801-027/0093" by the Building Authority for Common Part(s) only under Section 30B(3) of the Buildings Ordinance vide Memorial No. 18113001380033 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the common parts of the building are required to be carried out within a specific time (from 3 months to 12 months) of the date of this notice; and
   2. Notice No. "UMW/5OF101/1801-027/0141" by the Building Authority for Common Part(s) only under Section 30C(3) of the Buildings Ordinance vide Memorial No. 18113001380042 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the window(s) in the common parts of the building are required to be carried out within 9 months of the date of this notice.
3. In the course of valuation, we have assumed that the works as stipulated in the Notices detailed in Note 3 have been complied with the satisfaction of the Building Authority.
4. Pursuant to the Sale & Purchase Agreement dated 8 August 2019, the purchaser shall be responsible for complying with the discharge of the following resolutions, demands, notices and/orders issued by the Government Authorities and/or the building manager of the building, all of which obligations and liabilities shall be assumed and borne by the purchaser solely and absolutely.

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APPENDIX I

PROPERTY VALUATION REPORT

VALUATION CERTIFICATE

No.	Real property

2. Factory B on 25/F & Balcony thereof & Store Room thereof of Kingsford Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong

30/6, 399th equal and undivided shares of and in Kwai Chung Town Lot No. 304

		Market Value
		in existing
Description and	Particulars of	state as at
tenure	occupancy	31 July 2019
		HK$
The real property	The real property	11,400,000
comprises an	was vacant as at the
industrial unit on	valuation date.
25th floor and a
balcony thereof of a
27-storey industrial
building completed
in 1979.
The real property has
a saleable area of
approximately 3,657
sq.ft. and a balcony
area of
approximately
110 sq.ft.
The real property is
held under New
Grant No. 5351 for a
term of 99 years
commencing on 1
July 1898 and which
has been extended
until 30 June 2047.
The Government rent
is HK$1,000 per
annum.

Notes:

1. The real property is located in Kwai Chung District of New Territories, Hong Kong, which is within 10 minutes' driving distance to the MTR Kwai Fong Station. The immediate locality is a mixture of industrial and residential areas.
2. The registered owner of the real property is Wise Great Development Limited vide Memorial No. 19041501930010 dated 25 March 2019.

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APPENDIX I

PROPERTY VALUATION REPORT

1. The real property is subject to the following material encumbrances:
2. 1. Order No. UBCS/04-42/0008/10 under Section 24(1) of the Buildings Ordinance with Plan vide Memorial No. 12122402010098 dated 11 October 2012 regarding certain building works at the property;
   2. Notice No. "UMB/5OF101/1801-027/0093" by the Building Authority for Common Part(s) only under Section 30B(3) of the Buildings Ordinance vide Memorial No. 18113001380033 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the common parts of the building are required to be carried out within a specific time (from 3 months to 12 months) of the date of this notice; and
   3. Notice No. "UMW/5OF101/1801-027/0141" by the Building Authority for Common Part(s) only under Section 30C(3) of the Buildings Ordinance vide Memorial No. 18113001380042 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the window(s) in the common parts of the building are required to be carried out within 9 months of the date of this notice.
3. In the course of valuation, we have assumed that the works as stipulated in the Order and Notices detailed in Note 3 have been complied with the satisfaction of the Building Authority.
4. Pursuant to the Sale & Purchase Agreement dated 8 August 2019, the purchaser shall be responsible for complying with the discharge of the following resolutions, demands, notices and/orders issued by the Government Authorities and/or the building manager of the building, all of which obligations and liabilities shall be assumed and borne by the purchaser solely and absolutely.

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APPENDIX I

PROPERTY VALUATION REPORT

VALUATION CERTIFICATE

No.	Real property

3. Factory C on 25/F including Balcony thereof of Kingsford Industrial Building Phase 1, Nos. 26-32 Kwai Hei Street, Kwai Chung, New Territories, Hong Kong

29/6, 399th equal and undivided shares of and in Kwai Chung Town Lot No. 304

		Market Value
		in existing
Description and	Particulars of	state as at
tenure	occupancy	31 July 2019
		HK$
The real property	The real property	11,100,000
comprises an	was vacant as at the
industrial unit on	valuation date.
25th floor and a
balcony thereof of a
27-storey industrial
building completed
in 1979.
The real property has
a saleable area of
approximately 3,576
sq.ft. and a balcony
area of
approximately
111 sq.ft.
The real property is
held under New
Grant No. 5351 for a
term of 99 years
commencing on 1
July 1898 and which
has been extended
until 30 June 2047.
The Government rent
is HK$1,000 per
annum.

Notes:

1. The real property is located in Kwai Chung District of New Territories, Hong Kong, which is within 10 minutes' driving distance to the MTR Kwai Fong Station. The immediate locality is a mixture of industrial and residential areas.
2. The registered owner of the real property is Crown Zone Development Limited vide Memorial No. 19041501930028 dated 27 March 2019.

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APPENDIX I

PROPERTY VALUATION REPORT

1. The real property is subject to the following material encumbrances:
2. 1. Order No. UBCS/04-42/009/10 under Section 24(1) of the Buildings Ordinance with Plan vide Memorial No. 12122402010100 dated 11 October 2012 regarding certain building works at the property;
   2. Notice No. "UMB/5OF101/1801-027/0093" by the Building Authority for Common Part(s) only under Section 30B(3) of the Buildings Ordinance vide Memorial No. 18113001380033 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the common parts of the building are required to be carried out within a specific time (from 3 months to 12 months) of the date of this notice; and
   3. Notice No. "UMW/5OF101/1801-027/0141" by the Building Authority for Common Part(s) only under Section 30C(3) of the Buildings Ordinance vide Memorial No. 18113001380042 dated 18 May 2018 regarding the prescribed inspection and, if necessary prescribed repair in respect of the window(s) in the common parts of the building are required to be carried out within 9 months of the date of this notice.
3. In the course of valuation, we have assumed that the works as stipulated in the Order and Notices detailed in Note 3 have been complied with the satisfaction of the Building Authority.
4. Pursuant to the Sale & Purchase Agreement dated 8 August 2019, the purchaser shall be responsible for complying with the discharge of the following resolutions, demands, notices and/orders issued by the Government Authorities and/or the building manager of the building, all of which obligations and liabilities shall be assumed and borne by the purchaser solely and absolutely.

- I-10 -

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

1. INDEBTEDNESS STATEMENT

As at the close of business on 31 July 2019, being the latest practicable date for the purpose of preparing this statement of indebtedness prior to the printing of this circular, the Group had outstanding borrowings of approximately HK$285,503,000, details of which are as follows:

	Approximate
	HK$'000
Other interest bearing borrowings, secured and guaranteed	210,000
Amount due to a director, unsecured	4,180
Promissory note payable, unsecured	65,147
Finance lease payable, secured	618
Other payables, unsecured	5,558
	285,503

Securities

As at 31 July 2019, the other borrowing of HK$210,000,000 is secured by pledged asset of 128,137,958 shares which is 64.94% of Kantone Holding Limited ("Kantone"), a subsidiary of the Company which is listed on the Main Board of the Stock Exchange of Hong Kong Limited and a personal guarantee was provided by Ms. Wong Man Winny, an executive Director and a substantial shareholder of the Company.

Save as aforesaid and apart from intra-group liabilities and normal trade payables in the ordinary course of the business, as at the close of business on 31 July 2019, the Group did not have other outstanding mortgages, charges, debentures or other loan capital, bank overdrafts or loans, term loans, debt securities, other similar indebtedness, hire purchase commitments, liabilities under acceptance or acceptance credits, guarantees or other material contingent liabilities.

2. WORKING CAPITAL

The Directors are of the opinion that, after taking into account the internal resources, the present and existing available banking facilities, the Group has sufficient working capital for its present requirements for at least the next 12 months from the date of this circular.

3. FINANCIAL AND TRADING PROSPECTS

The business objectives of the Group are to develop its business so as to achieve sustainable growth. The Group aims to achieve such objectives by pursuing the following growth-oriented strategies: (i) broadening the customer base of the systems sales, lease and

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APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

licensing business of the Group; (ii) improving the trading business of the Group; (iii) restructuring its property portfolio and tapping into the PRC property sector; and (iv) further expansion of its business in the technology sector by developing into the renewable energy field in Hong Kong.

Broadening the Customer Base

The Group will continue exploring opportunities for the systems sales, lease and licensing segment and to broaden the geographic base of customers, especially to the Hong Kong and the PRC market.

Through a substantial subsidiary in Europe which specialized in the design, manufacturing and supply of integrated wireless communication systems and solutions for sale and lease, the Group will continue to invest in new products and market development, capitalizing on its position as the market leader in critical messaging. In order to bring in the advanced systems and products applicable to critical messaging and smart cities, the Group has been working on establishing its own base as well as cooperative platforms in the PRC to bring in its systems and products from Europe. The Group will continue to adopt and adapt to emerging technologies as well as developing its own innovative products.

Meanwhile, the Group has been identifying other telecommunication and internet technologies which would benefit the Group's roadmap in Asia and the existing business in Europe with a view to enlarging the Group's coverage in the telecommunication and internet industry.

Improving the Trading Business of the Group

The investments in China-Indochina Peninsula Economic Corridor by China will inject vitality into the region. The construction of China-Laos Railway and China-Thailand Railway will promote the economic growth of Vietnam, Laos, Cambodia, Thailand and Myanmar, thus driving the increase in oil demand in the region. Oil supply in Asia is expected to be insufficient for the consumption of all countries in the region, which will lead in turn to the increase in oil prices, offering thus a prosperous prospect for the market of oil products.

Restructuring its Property Portfolio and Tapping into the PRC Property Sector

The Group has engaged specialists to study the ways to restructure its property portfolio in Hong Kong and the PRC with a view to enhancing their value and the Group's income including modifying their usage in a legitimate way. Following the completion of the acquisition of 51% equity interests of Golden Field Property Limited on 19 July 2017, the Group will diversify and further expand its business portfolio into the PRC property sector. The management is studying ways to have the site redeveloped into a commercial

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APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

and residential complex which is becoming common and popular in line with the Greater Bay Development scheme promoted by China.

Renewable Energy Sector

Developing renewable energy is the long-term goal of an advanced society. In support of the Government's environmental policy to address climate change, China Light and Power ("CLP Power") and HK Electric Investments ("HK Electric"), collectively ("the Electric Companies") have been promoting a Renewable Energy Feed-in Tariff ("FiT") Scheme and Renewable Energy Certificate (RECs) to encourage low-carbon living and develop RE under the company's new Scheme of Control Agreement. The Electric Companies have been providing consultancy and technical help to those who are interested in adopting RE in the community, including a dedicated hotline, grid connection support service and a streamlined application process. The FiT Scheme is applicable to electricity produced by solar power systems with a generating capacity of up to 1 MW. The Electric Companies will purchase the electricity produced by the approved RE systems once they are successfully connected to the company's power grid. A smart meter will be installed to record the amount of electricity generated by the RE system.

4. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial position or trading position of the Group since 30 June 2018, being the date to which the latest published audited financial statements of the Group was made up.

- II-3 -

APPENDIX III

GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, the interests or short positions of the Directors and chief executive of the Company in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO); or (b) which were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein; or (c) which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the Company and the Stock Exchange, were as follows:

				Approximate
				percentage of
	Capacity/			the issued
Name of Director	nature of interest	Number of Shares	share capital*
			(Note 2)
Ms. Wong Man Winny	Interest of a	63,103,750	Shares (L)	9.23%
("Ms. Wong") (Note 1)	controlled
	corporation
Mr. Liu Ka Lim	Beneficial owner	498,000	Shares (L)	0.07%

Notes:

1. These Shares were held by Worldwide Peace Limited, which is wholly owned by Ms. Wong, the current chairperson and executive Director. Ms. Wong is deemed to be interested in the Shares held by Worldwide Peace Limited.
2. The letter "L" denotes the Director's long position in the Shares.

• The percentage represents the number of shares involved divided by the number of the Company's issued shares as at the Latest Practicable Date.

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APPENDIX III

GENERAL INFORMATION

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executive of the Company had any interests or short positions in the Shares, underlying Shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

None of the Directors had any interest, direct or indirect, in any assets which have been since 30 June 2018, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group as at the Latest Practicable Date.

None of the Directors was materially interested in any contract or arrangement subsisting as at the date thereof and which was significant in relation to the business of the Group as at the Latest Practicable Date.

3. SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, so far as is known to any Directors or chief executive of the Company, the persons (other than a Director or chief executive of the Company); (a) who had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO; or (b) who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other members of the Group, were as follows:

			Approximate
			percentage of
	Capacity/nature of		the issued
Name of Shareholder	interest	Number of Shares	share capital*
		(Note 1)
Worldwide Peace Limited	Beneficial owner	63,103,750 (L)	9.23%

Note: The letter "L" denotes the Shareholder's long position in the Shares.

• The percentage represents the number of Shares involved divided by the number of the Company's issued shares as at the Latest Practicable Date.

Save as disclosed herein, there was no person known to any Directors or chief executive of the Company, who, as at the Latest Practicable Date, had an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company

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APPENDIX III

GENERAL INFORMATION

under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at the general meetings of the Company or any other member of the Group.

4. SERVICE AGREEMENTS

As at the Latest Practicable Date, none of the Directors had a service contract with any member of the Group which was not determinable by the Company or the relevant member of the Group within one year without payment of compensation other than statutory compensation.

5. LITIGATION

There was no litigation or claims of material importance pending or threatened against the Group as at the Latest Practicable Date.

6. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

7. QUALIFICATION AND CONSENT OF EXPERT

The following are the qualifications of the expert who have given opinion or, advice contained in this circular:

Name	Qualification
Malcolm & Associates Appraisal Limited	Property valuer

Malcolm & Associates Appraisal Limited has given and has not withdrawn its written consent to the issue of this circular with the reference to its name and its letter in the form and context in which it appears.

As at the Latest Practicable Date, Malcolm & Associates Appraisal Limited does not have any shareholding, directly or indirectly, in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for shares in any member of the Group.

Malcolm & Associates Appraisal Limited does not have any interest, direct or indirect, in any assets which since 30 June 2018, being the date to which the latest published audited financial statements of the Group were made up, have been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

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APPENDIX III

GENERAL INFORMATION

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by the members of the Group within two years immediately preceding the date of this circular, and are or may be material:

1. a sale and purchase agreement dated 19 July 2017 entered into between Honest City Enterprises Limited, a direct wholly-owned subsidiary of the Company, Wealth Track Asia Limited ("Wealth Track"), Mr. Yeung Chi Hang and Golden Field Property Limited ("Golden Field") in relation to the acquisition of 5,100,000 ordinary shares in Golden Field, representing 51% of its issued capital satisfied by payment of HK$30,000,000 and the issue of the promissory note by the Company to Wealth Track;
2. placing agreements dated 26 July 2017 entered into between the Company and Get Nice Securities Limited and Head & Shoulders Securities Limited (collectively, the "Placing Agents") pursuant to which the Placing Agents have agreed to place, on a best effort basis, up to an aggregate of 1,266,356,000 placing shares to placees at the placing price of HK$0.105 per placing share;
3. a placing agreement dated 15 December 2017 entered into between the Company and Get Nice Securities Limited pursuant to which Get Nice Securities Limited has agreed to place, on a best effort basis, up to 75,980,000 placing shares to placees at the placing price of HK$0.860 per placing share;
4. an underwriting agreement dated 30 May 2018 entered into between the Company and Get Nice Securities Limited and Head & Shoulders Securities Limited in relation to the proposed offer by the Company by way of rights of the 227,943,616 rights shares at the subscription price of HK$0.40 per rights share;
5. a sale and purchase agreement dated 5 July 2019 entered into between Champion (Cook Islands) Limited and KTT (Cook Islands) Limited, both direct wholly-owned subsidiaries of the Company, Gold Trinity International Limited as the purchaser, and the Company as the guarantor in relation to the disposal of the entire issued share capital of Chief Champion Limited, Happy Union Development Limited, Lucky Success Development Limited, Lucky Tone Investments Limited and Very Happy International Limited at a consideration of HK$125,000,000, as disclosed in the announcement and circular of the Company dated 22 March 2019 and 24 April 2019 respectively;
6. A memorandum of understanding dated 14 June 2019 entered into between the Company and VEIVO WEB TECHNOLOGY LIMITED (the "Issuer") in relation to the possible subscription of 4% equity interest (approximately 3.85% as enlarged after the subscription) in the Issuer. Subject to the terms and conditions of the formal

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APPENDIX III

GENERAL INFORMATION

agreement, the consideration is expected to be approximately HK$100,000,000, detailed information was disclosed in the announcement of the Company dated 14 June 2019;

1. a memorandum of agreement dated 21 June 2019 entered into between Champion Energy Logistics Co Ltd, a wholly-owned subsidiary of the Company, and Prospera Angel International Company Limited as the vendor in relation to the acquisition of an oil tanker at a consideration of US$4,200,000 (equivalent to approximately HK$32,760,000), as disclosed in the announcement of the Company dated 23 June 2019; and
2. the Agreement.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Unit 3412, 34th Floor,

China Merchants Tower, Shun Tak Centre, No.168-200 Connaught Road Central, Sheung Wan, Hong Kong during normal business hours from 25 September 2019 up to and including the date of the SGM:

1. the bye-laws of the Company;
2. the annual reports of the Company for the two years ended 30 June 2017 and 30 June 2018;
3. the interim report of the Company for the six months ended 31 December 2018;
4. the Agreement;
5. the material contracts referred to in the paragraph headed "Material Contracts" in this appendix;
6. the circular dated 24 April 2019 referred to 8(e) in the paragraph headed "Material Contracts" in this appendix;
7. the valuation report prepared by Malcolm & Associates Appraisal Limited, the text of which is set out in Appendix I to this circular; and
8. this circular.

10. MISCELLANEOUS

1. The registered office of the Company is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

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APPENDIX III

GENERAL INFORMATION

1. The head office and principal place of business of the Company in Hong Kong is at Unit 3412, 34th Floor, China Merchants Tower, Shun Tak Centre, No.168-200 Connaught Road Central, Sheung Wan, Hong Kong.
2. The Hong Kong branch share registrar and transfer office of the Company is Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong.
3. The company secretary of the Company is Mr. Chan Wai. He is a member of the Hong Kong Institute of Certified Public Accountants, an associate of the Association of Chartered Certified Accountants and Institute of Chartered Accountants in England and Wales.
4. The English text of this circular shall prevail over its Chinese text.

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NOTICE OF SGM

CHAMPION TECHNOLOGY HOLDINGS LIMITED

冠 軍 科 技 集 團 有 限 公 司

(Continued in Bermuda with limited liability)

(Stock Code: 92)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting of Champion Technology Holdings Limited ("Company", and together with its subsidiaries, the "Group") will be held at Rooms 1-2, United Conference Centre, 10/F, United Centre, 95 Queensway Admiralty, Hong Kong at 5:00 p.m. on Monday, 21 October 2019 to consider, if thought fit, passing the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

"THAT the agreement for sale and purchase dated 8 August 2019 (the "Agreement") entered into between Vast Acute Holdings Limited, Hero King Holdings Limited and Lucky Edge Holdings Limited (collectively, the "Vendors"), Sonic Jet Limited (the "Purchaser") and the Company in relation to the sale and purchase of the entire issued share capital of Crown Zone Development Limited, Ever Vast Development Limited and Wise Great Development Limited (a copy of which has been produced to the meeting marked "A" and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereby be and are hereby approved, confirmed and ratified and that the directors of the Company be and are hereby authorised to take any action and sign any document (under seal, if necessary) as they consider necessary, desirable or expedient in connection therewith or the transactions contemplated thereby."

	By order of the Board
	CHAMPION TECHNOLOGY HOLDINGS LIMITED
	LIU KA LIM
	Executive Director
Hong Kong, 25 September 2019
Registered office:	Head office and principal place
Clarendon House	of business in Hong Kong:
2 Church Street	Unit 3412, 34th Floor
Hamilton HM 11	China Merchants Tower
Bermuda	Shun Tak Centre
	No.168-200 Connaught Road Central
	Sheung Wan
	Hong Kong

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NOTICE OF SGM

Notes:

1. The register of members of the Company will be closed from Wednesday, 16 October 2019 to Monday, 21 October 2019 (both days inclusive) for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the SGM. During the closure of the register of members of the Company, no transfer of Shares will be effected. In order to be eligible to attend and vote at the SGM (or at any adjournment thereof), all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 15 October 2019.
2. A member entitled to attend and vote at the SGM is entitled to appoint one proxy or, if he/she/it is a holder of two or more Shares may appoint more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a member of the Company.
3. Where there are joint holders of any Share, any one of such joint holder may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the SGM personally or by proxy, that the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
4. To be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not less than 48 hours before the time appointed for holding the SGM (i.e. at or before 5:00 p.m., on Saturday, 19 October 2019 (Hong Kong time)) or any adjournment thereof (as the case may be).
5. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the SGM or any adjournment thereof (as the case may be) if he/she/it so desires. If a member of the Company attends the SGM after having deposited the form of proxy, his/her/its form of proxy will be deemed to have been revoked.

As at the date of this notice, the executive directors of the Company are Ms. Wong Man Winny, Mr. Liu Ka Lim and Mr. Gao Hong; the non-executive directors of the Company are Ms. To Yin Fong Cecilica and Mr. Chan Sung Wai; and the independent non-executive directors of the Company are Mr. Leung Man Fai, Mr. Chan Yik Hei and Mr. Wong Yuk Man Edmand.

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