Maxnerva Technology Services : (1) RE-ELECTION OF RETIRING DIRECTORS; (2) GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES; AND (3) NOTICE OF ANNUAL GENERAL MEETING

April 27, 2021 at 09:45 am

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 you should take, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Maxnerva Technology Services Limited (the "Company"), you should at once hand this circular and the accompanying proxy form to the purchaser or transferee or to the bank, licensed securities dealer 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 document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.

MAXNERVA TECHNOLOGY SERVICES LIMITED

雲智匯科技服務有限公司

(Incorporated in Bermuda with limited liability)

(Stock code: 1037)

RE-ELECTIONOF RETIRING DIRECTORS;
GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
AND
NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the "Annual General Meeting") to be held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong at 3 p.m. on Friday, 28 May 2021 is set out on pages 15 to 18 of this circular.

Whether or not you propose to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with Tricor Abacus Limited, the Company's branch share registrar in Hong Kong, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case maybe). Completion and return of the proxy form shall not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so desire.

27 April 2021

		CONTENTS
			Page
Definitions . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General mandates to issue Shares and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Voting by way of poll at Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix	-	Biographical Details of Directors proposed to be re-elected
		at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"Annual General Meeting"the annual general meeting of the Company to be held at 2/F, 35-45B Bonham Strand, Sheung Wan, Hong Kong at 3 p.m. on Friday, 28 May 2021, or any adjournment thereof

"Board"

"Bye-law(s)"

"close associate(s)"

"Company"

the board of Directors of the Company

the existing bye-law(s) of the Company

has the same meaning as ascribed to it under the Listing Rules

Maxnerva Technology Services Limited, a company incorporated in Bermuda with limited liability and the issued Shares of which are listed on the main board of the Stock Exchange

"core connected person(s)"

"Director(s)"

"Group"

"HK$"

"Hong Kong"

"Latest Practicable Date"

has the same meaning as ascribed to it under the Listing Rules

director(s) of the Company

the Company and its subsidiaries

Hong Kong dollars, the lawful currency of Hong Kong

The Hong Kong Special Administrative Region of the People's Republic of China

19 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

- 1 -

DEFINITIONS

"Ordinary Resolutions"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

the ordinary resolutions to be proposed and passed at the Annual General Meeting for the re-election of retiring Directors and the granting of the general mandates to the Directors

ordinary share(s) of par value of HK$0.10 each in the capital of the Company

holder(s) of Share(s)

The Stock Exchange of Hong Kong Limited

the Codes on Takeovers and Mergers and Share Repurchases

per cent.

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LETTER FROM THE BOARD

MAXNERVA TECHNOLOGY SERVICES LIMITED

雲智匯科技服務有限公司

(Incorporated in Bermuda with limited liability)

	(Stock code: 1037)
Executive Directors:	Registered office:
CHIEN Yi-Pin(Chairman)	Canon's Court
CAI Liting (Chief Executive Officer)	22 Victoria Street
KAO Chao Yang	Hamilton HM 12
CHENG Yee Pun	Bermuda
Non-executive Director:	Head office and principal place
PARK Ho Jin	of business:
Independent Non-executive Directors:	Room 1001, 10/F
Houston Centre
TANG Tin Lok Stephen
63 Mody Road
KAN Ji Ran Laurie
Tsim Sha Tsui East
ZHANG Xiaoquan
Kowloon

	27 April 2021
To the Shareholders
Dear Sir or Madam,

RE-ELECTIONOF RETIRING DIRECTORS;
GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;
AND
NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information of the Ordinary Resolutions to be proposed at the forthcoming Annual General Meeting, in addition to ordinary business, including (i) the re-election of retiring Directors, and (ii) the granting of the general mandates to the Directors to issue and repurchase Shares.

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LETTER FROM THE BOARD

Re-Electionof Retiring Directors

Ordinary Resolutions will be proposed at the Annual General Meeting to re-elect three retiring Directors of the Company, each as a separate resolution.

Pursuant to Article 99 of the Bye-laws, at each annual general meeting one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest to one-third shall retire from office by rotation provided that each Director shall retire from office by rotation at least once every three years notwithstanding the above. The Directors to retire shall, subject as aforesaid, be those who have been longest in office since their last election. The retiring Directors shall be eligible for re-election. Accordingly, Mr. Chien Yi-Pin, Mr. Kao Chao Yang and Mr. Cheng Yee Pun shall retire at the Annual General Meeting and, being eligible, will offer themselves for re-election.

Pursuant to Article 91 of the Bye-laws, any person appointed as Director shall hold office only until the next following annual general meeting and shall then be eligible for re-election. Therefore, Mr. Park Ho Jin shall retire at the Annual General Meeting and, being eligible, will offer himself for re-election.

Biographical details of the retiring Directors are set out in Appendix to this circular.

The Company has received from each independent non-executive Director an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The nomination committee of the Company has assessed and reviewed the individual Director's annual confirmation of independence and considered all independent non-executive Directors remained independent within the definition of the Listing Rules.

General Mandates to Issue Shares and Repurchase Shares

This is an explanatory statement given to all Shareholders relating to the ordinary resolution to be proposed at the Annual General Meeting authorising the Company to repurchase its own Shares and issue Shares.

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LETTER FROM THE BOARD

General Mandate to Issue Shares

An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the number of the issued Shares as at the date of the passing of the resolution ("Share Issue Mandate") and approving an extension of the Share Issue Mandate by adding to it the aggregate nominal amount of any Shares repurchased by the Company under the Share Repurchase Mandate (as hereinafter defined), details of which are set out in Ordinary Resolutions 4 and 6 of the notice of Annual General Meeting.

On the basis of 701,543,448 fully paid-up Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company may issue up to 140,308,689 Shares (being approximately 20% of the number of issued Shares as at date of approval) under the Share Issue Mandate as at the date of passing of the ordinary resolution regarding the Share Issue Mandate at the Annual General Meeting. The Share Issue Mandate, if approved, will lapse at the earliest of:

the conclusion of the next annual general meeting of the Company following the passing of the resolution referred to herein above; (ii) the expiration of the period within which such meeting is required by law to be held; or (iii) the revocation or variation of the Share Issue Mandate by an ordinary resolution of the Shareholders in general meeting.

General Mandate to Repurchase Shares

An ordinary resolution will also be proposed at the Annual General Meeting to grant to the Directors a general mandate to exercise the powers of the Company to repurchase Shares up to 10% of the number of the issued Shares as at the date of the passing of the resolution ("Share Repurchase Mandate") as set out in Resolution No. 5 of the notice of Annual General Meeting. This explanatory statement contains all the information required pursuant to rule 10.06(1)(b) of the Listing Rules which is set out as follows:

On the basis of 701,543,448 fully-paid up Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or repurchased prior to the Annual General Meeting, the Company may repurchase up to 70,154,344 Shares (being approximately 10% of the number of issued Shares as at date of approval) under the Share Repurchase Mandate during the period prior to the annual general meeting after the Annual General Meeting following the passing of the resolution referred to above, or the expiration of the period within which such meeting is required by law to be held, or the revocation or variation of such mandate by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.

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LETTER FROM THE BOARD

The Directors believe that it is in the interests of the Company and its Shareholders to have a general authority from the Shareholders to enable the Directors to repurchase Shares from the market. Trading conditions of the Shares on the Stock Exchange have sometimes been volatile in recent years. At any time in the future when Shares are trading at a discount to their underlying value, the ability of the Company to repurchase Shares will be beneficial to those Shareholders who retain their investment in the Company since their percentage interest in the assets of the Company would increase in proportion to the number of Shares repurchased by the Company and thereby resulting in an increase in net assets and/or earnings per Share. Such repurchases will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders as a whole.
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association and Bye- laws and the laws of Bermuda. The Companies Act 1981 of Bermuda (as amended) (the "Companies Act") provides that the amount of capital repaid in connection with a share repurchase may only be paid from the distributable profits of the Company and/or the proceeds of a new issue of Shares, made for the purpose of the repurchase to such extent allowable under the Companies Act.
There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the latest published audited consolidated financial statements contained in the Company's annual report for the year ended 31 December 2020 in the event that the Share Repurchase Mandate is exercised in full. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse impact on the working capital requirement of the Company or the gearing level which in the opinion of the Directors are from time to time appropriate for the Company.
None of the Directors or, to best of their knowledge having made all reasonable enquiries, any of their close associates has any present intention, in the event that the Share Repurchase Mandate is approved by Shareholders, to sell any Shares to the Company or its subsidiaries.
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

- 6 -

LETTER FROM THE BOARD

If a Shareholder's proportionate interest in the voting right of the Company increases as a result of a share repurchase, such increase will be treated as an acquisition for the purposes of the Takeovers Code. In certain circumstances, a Shareholder or a group of Shareholders acting in concert could, as a result of such increase, obtain or consolidate control of the company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the knowledge and belief of the Directors, the following substantial Shareholders have direct or indirect interest in 10% or more of the issued Shares.

Name of Shareholders	Interests	Percentage
FDG Fund, L.P. (formerly known as
Asia-IO Acquisition Fund, L.P.) Note 1	72,267,562	10.30%
FSK Holdings Limited Note 2	167,236,560	23.84%

Notes:

Given that 72,267,562 Shares were beneficially owned by Asia-IO Acquisition Fund, L.P. whose general partner is Asia-IO Acquisition GP Limited, Asia-IO Acquisition GP Limited is 100% beneficially owned (directly or indirectly) by Mr. Tse Tik Yang Denis, a former non-executive Director, who is deemed to be interested in the Shares held by Asia-IO Acquisition GP Limited.
FSK Holdings Limited is a limited partner of Asia-IO Acquisition Fund, L.P. contributing to about 75% of its total commitment. To the best knowledge of the Directors after having made all reasonable enquiries, Hon Hai Precision Industry Co. Ltd. indirectly holds more than 40% attributable equity interests in FSK Holdings Limited.

To the best knowledge and belief of the Directors, the Directors have no present intention to exercise the Share Repurchase Mandate to such extent as would give rise to the obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

The Directors are not aware of any consequences which may arise under the Takeovers Code as a result of any repurchases made under the Share Repurchase Mandate. The Directors do not propose to repurchase Shares which would result in the aggregate amount of the issued Shares in public hands reducing to below 25%.

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LETTER FROM THE BOARD

No purchases of Shares have been made by the Company during the previous six months preceding the Latest Practicable Date, whether on the Stock Exchange or otherwise.
The Listing Rules prohibit a company from knowingly repurchasing Shares on the Stock Exchange from a "core connected person". A core connected person shall not knowingly sell his Shares to the company.
No core connected person of the Company has notified the Company that he has a present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Share Repurchase Mandate is exercised.
The highest and lowest trading prices for Shares recorded on the Stock Exchange during each of the previous 12 months were as follows:

	Highest	Lowest
	(HK$)	(HK$)
2020
April	0.415	0.365
May	0.385	0.265
June	0.345	0.265
July	0.330	0.265
August	0.335	0.290
September	0.465	0.295
October	0.740	0.450
November	0.630	0.500
December	0.560	0.430
2021
January	0.980	0.450
February	1.000	0.660
March	0.810	0.660
April (up to the Latest Practicable Date)	0.730	0.580

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LETTER FROM THE BOARD

Annual General Meeting

A notice of Annual General Meeting is set out on pages 15 to 18 of this circular, which contains, among other things, the ordinary resolutions to approve the re-election of the retiring Directors and the Share Issue Mandate and the Share Repurchase Mandate.

A proxy form for use at the Annual General Meeting is enclosed with this circular. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and deposit the same with Tricor Abacus Limited, the Company's branch share registrar in Hong Kong, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof (as the case maybe). Completion and return of the proxy form shall not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting thereof should you so desire.

Save as disclosed above, to the best of the Director's knowledge, information and belief having made all reasonable enquiries, no Shareholder has a material interest that is required to abstain from voting on the resolutions to be proposed at the Annual General Meeting.

Voting by way of poll at Annual General Meeting

Notwithstanding Article 69 of the Bye-laws, which states that at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is required under the rules of the stock exchange where the Company is primary listing at or a poll is (before or on the declaration of the result of the show of hands) demanded by:

the chairman of the meeting;
at least three Shareholders present in person or by proxy or authorized representative for the time being entitled to vote at the meeting;
any Shareholders or Shareholders present in person or by proxy or authorized representative and holding between them not less than one-tenth of the total voting rights of all the members having the right to attend and vote at the meeting; or

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LETTER FROM THE BOARD

any Shareholders or Shareholders present in person or by proxy or authorized representative and holding Shares conferring a right to attend and vote at the meeting being Shares on which an aggregate sum has been paid up equal to no less than one-tenth of the total sum paid up on all the Shares conferring that right.

As required by the Listing Rules, the resolutions to be considered, and if thought fit, to be passed at the Annual General Meeting shall be passed by way of a poll.

Responsibility Statement

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm that, having made all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Recommendation

The Directors are of the opinion that (i) the re-election of retiring Directors, and (ii) the renewal of the general mandates granted to the Directors to issue and repurchase Shares are in the interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the Ordinary Resolutions to be proposed at the Annual General Meeting.

For and on behalf of

Maxnerva Technology Services Limited

CHIEN Yi-Pin

Chairman

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APPENDIX	BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The biographical details of Directors who are proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Chien Yi-Pin, Chairman and Executive Director

Mr. Chien, aged 60, was appointed as executive director and Chairman on 3 November 2015 and 28 March 2018 respectively. Mr. Chien is the general manager of D Group, a business group within Hon Hai with over US$25 billion annual revenues, and was a director with Hon Hai. Mr. Chien joined Hon Hai in 1991. He studied at Tamkang University. Mr. Chien was appointed as executive director of CircuTech International Holdings Limited (previously named TeleEye Holdings Limited) during the period from 10 June 2016 to 23 October 2017, a company whose shares are listed on the GEM of the Stock Exchange (Stock code: 8051).

Save as disclosed above, Mr. Chien has not held any directorship in other public listed company in the past three years.

As at the date of this circular, Mr. Chien is deemed to be interested in 18,430,738 Shares within the meaning of Part XV of the SFO. There is no service agreement entered into between the Company and Mr. Chien in respect of his appointment as a executive Director but he is subject to retirement and re-election by rotation at least once every three years according to Article 99 of the Bye-laws. Mr. Chien will not receive remuneration from the Company for serving as a non-executive Director before any service agreement is entered into with the Company.

Mr. Chien does not have any relationship with any other Directors, senior management, or substantial Shareholders.

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APPENDIX	BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Kao Chao Yang, Executive Director

Mr. Kao, aged 52, was appointed as executive director on 28 March 2018. Mr. Kao has over 20 years of experience in the electronic, manufacturing and information technology industry. He has been appointed as the vice-president of the Foxconn Technology Group since 2015. Mr. Kao currently oversees the Foxconn Global Operations which is both a key business and strategic division responsible for driving initiatives across several significant areas of manufacturing, supply chain management (fulfillment and reverse logistic services). Prior to that, Mr. Kao held various duties within Foxconn include start-up manufacturing sites, directing supply chain operations, business account management with global customer presence and administering information technology initiatives across China, US, Czech Republic and Mexico. Mr. Kao obtained a Master of Science in Industrial & Operations Engineering from the University of Michigan in the United States of America and a Bachelor of Science in Industrial Design from Cheng-Kung University in Taiwan.

Save as disclosed above, Mr. Kao has not held any directorship in other public listed company in the past three years.

As at the date of this circular, Mr. Kao has no interest in Shares within the meaning of Part XV of the SFO. Mr. Kao will not receive remuneration from the Company for serving as an executive Director before any service agreement is entered into with the Company.

Mr. Kao does not have any relationship with any other Directors, senior management, or substantial Shareholders.

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APPENDIX	BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Cheng Yee Pun, Executive Director

Mr. Cheng, aged 45, was appointed as executive director on 28 March 2018 and is assuming the role of group chief financial officer. Prior joining the company in 2016, he was the vice president of New World Strategic Investment Limited, primarily responsible for private equity and venture capital investments, M&A transactions and business development initiatives. Mr. Cheng began his career with an international accounting firm and had worked for a number of global financial institutions and Hong Kong listed companies. He obtained his Master of Business Administration from the University of New South Wales in Australia and his Bachelor of Commerce (Hons.) from the University of Melbourne in Australia. Mr. Cheng is a member of CPA Australia and CFA Institute.

Save as disclosed above, Mr. Cheng has not held any directorship in other public listed company in the past three years.

As at the date of this circular, Mr. Cheng is deemed to be interested in 800,000 Shares within the meaning of Part XV of the SFO. There is no service agreement entered into between the Company and Mr. Cheng in respect of his appointment as a executive Director but he is subject to retirement and re-election by rotation at least once every three years according to Article 99 of the Bye-laws.

Mr. Cheng does not have any relationship with any other Directors, senior management, or substantial Shareholders.

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APPENDIX	BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Park Ho Jin, Non-executive Director

Mr. Park, aged 44, has been with SK Holdings (C&C) since 2001 and is currently the head of Strategic Planning Group. He holds a bachelor's degree of Electrical Engineering at Korea University, Seoul, Republic of Korea.

Save as disclosed above, Mr. Park has not held any directorship in other public listed company in the past three years.

As at the date of this circular, Mr. Park has no interest in Shares within the meaning of Part XV of the SFO. There is no service agreement entered into between the Company and Mr. Park in respect of his appointment as a non-executive Director but he is subject to retirement and reelection by rotation at least once every three years according to Article 99 of the Bye-laws. Mr. Park will not receive remuneration from the Company for serving as a non-executive Director before any service agreement is entered into with the Company.

Mr. Park does not have any relationship with any other Directors, senior management, or substantial Shareholders.

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