Cowell e : (1) TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME; (2) PROPOSED RE-ELECTION OF DIRECTORS AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

April 19, 2021 at 09:10 pm EDT

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Cowell e Holdings Inc. (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Cowell e Holdings Inc.

高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME;
1. PROPOSED RE-ELECTION OF DIRECTORS

AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the extraordinary general meeting ("EGM") of the Company to be held at Strategic Public Relations Group Limited, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 5 May 2021 at 10 a.m., is set out on pages 33 to 35 of this circular. A form of proxy for use at the EGM (or any adjournment thereof) is enclosed herewith.

Whether or not you are able to attend and vote at the EGM (or any adjournment thereof), you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event no later than 48 hours before the time appointed for holding the EGM (i.e. 3 May 2021 at 10 a.m. (Hong Kong Time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the EGM (or any adjournment thereof) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

Please see the section headed "Precautionary Measures for the EGM" in this circular for measures being taken to try to prevent and control the spread of the COVID-19 pandemic at the EGM.

20 April 2021

PRECAUTIONARY MEASURES FOR THE EGM

Reference is made to the "Joint Statement in relation to General Meetings in light of the Prevention and Control of Disease (Prohibition on Group Gathering) Regulation" jointly issued by the Stock Exchange and the SFC on 1 April 2020 in relation to the arrangement of the EGM.

VOTING BY PROXY IN ADVANCE OF THE EGM

The Company does not in any way wish to diminish the opportunity available to the Shareholders to exercise their rights and to vote, but is conscious of the pressing need to protect the Shareholders from possible exposure to the COVID-19 Pandemic. For the health and safety of the Shareholders, the Company would like to encourage Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy instead of attending the EGM in person. Physical attendance is not necessary for the purpose of exercising Shareholders' rights. Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should they subsequently so wish.

PREVENTIVE MEASURES AT THE EGM

The Company will implement the following preventive measures at the EGM to safeguard the health and safety of the attending Shareholders, staff and other stakeholders:

compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the EGM venue. Any person with a body temperature of over 37.5 degrees Celsius will be requested to stay in an isolated place for completing the voting procedures;
all Shareholders, proxies and other attendees are required to complete and submit at the entrance of the EGM venue a declaration form confirming their names and contact details, and confirming that they have not travelled to, or had physical contact with any person who to their best of knowledge has recently travelled to, any affected countries or areas outside Hong Kong (as per guidelines issued by the Hong Kong Government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding 14 days. Any person who does not comply with this requirement will be requested to stay in an isolated place for completing the voting procedures;
every attendee will be required to wear a surgical face mask throughout the EGM. Please note that no masks will be provided at the EGM venue and attendees should bring and wear their own masks;
seating at the EGM will be arranged in a manner to allow for appropriate social distancing; and

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PRECAUTIONARY MEASURES FOR THE EGM

no refreshments will be served and there will be no corporate gifts.

In the interest of all stakeholders' health and safety and consistent with recent guidelines for prevention and control of the COVID-19 Pandemic, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending the EGM in person.

The Company will closely monitor the development of the COVID-19 Pandemic and any regulations or measures introduced or to be introduced by the Hong Kong Government in relation to the COVID-19 Pandemic. The Company will ensure that the EGM will be conducted in compliance with the regulations or measures of the Hong Kong Government and Shareholders will not be deprived of their right of voting on the resolutions to be proposed at the EGM. Further announcements will be made by the Company as soon as possible if there is any update to the preventive measures as mentioned above.

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		CONTENTS
			Page
Definitions . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Introduction .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Termination of the Existing Share Option Scheme and
Adoption of the Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Action to be Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
General . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Appendix I	-	Summary of the principal terms of the
		New Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix II	-	Details of Directors proposed for re-election . . . . . . . . . . . . . . . . .	28
Notice of EGM. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33

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DEFINITIONS

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

"Adoption Date"	the date on which the New Share Option Scheme is
	approved and adopted by an ordinary resolution of the
	Shareholders at the EGM
"Articles of Association"	the articles of association of the Company, and "Article"
	shall mean an Article of the Articles of Association
"associate(s)"	has the meaning ascribed to it under the Listing Rules
"Board"	the board of Directors or a duly authorised committee
	thereof
"Business Day"	any day on which the Stock Exchange is open for the
	business of dealing in securities listed thereon
"close associate(s)"	has the same meaning ascribed to it under the Listing Rules
"Company"	Cowell e Holdings Inc., a company incorporated in the
	Cayman Islands with limited liability and the issued Shares
	of which are listed on the main board of the Stock
	Exchange
"connected person"	has the same meaning ascribed to it under the Listing Rules
"core connected person"	has the same meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"EGM"	the extraordinary general meeting of the Company to be
	convened and held to consider and, if thought fit, to
	approve, among other things, the termination of the
	Existing Share Option Scheme and the adoption of the New
	Share Option Scheme, and the proposed re-election of
	Directors

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	DEFINITIONS
"Eligible Participant(s)"	(i) any employee (whether full-time or part-time) of the
	Company, any of the Subsidiaries and any Invested Entity;
	(ii) any director (including executive, non-executive and
	independent non-executive directors) of the Company, any
	of the Subsidiaries or any Invested Entity; (iii) any supplier
	of goods or services to any member of the Group or any
	Invested Entity; (iv) any customer of the Group or any
	Invested Entity; or (v) any business or joint venture
	partners, contractors, agents or representatives, consultants,
	advisers or service providers that provides research,
	development, professional services or other technological
	support to the Group or any Invested Entity
"Existing Share Option Scheme"	the existing share option scheme of the Company adopted
	on 4 February 2015 and expiring on 3 February 2025
	inclusively
"Group"	the Company and all of its subsidiaries from time to time
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"inside information"	has the meaning defined in the Securities and Futures
	Ordinance (Chapter 571 of the Laws of Hong Kong) as
	amended from time to time
"Invested Entity"	any entity in which the Group holds any equity interest
"Latest Practicable Date"	14 April 2021, being the latest practicable date prior to the
	printing of this circular for the purpose of ascertaining
	certain information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"New Share Option Scheme"	the share option scheme which is proposed to be adopted
	by the Company at the EGM, the principal terms of which
	are set out in Appendix I to this circular

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	DEFINITIONS
"Offer"	an offer for the grant of an Option made in accordance with
	the New Share Option Scheme
"Offer Date"	the date on which an Offer is made to an Eligible
	Participant
"Option(s)"	any option(s) to be granted to Eligible Participant(s) to
	subscribe for Share(s) under the New Share Option Scheme
"Option Period"	in respect of any particular Option, the period to be
	determined and notified by the Directors to the grantee
	thereof at the time of making an Offer provided that such
	period shall not exceed the period of ten (10) years from
	the date of the grant of the particular Option but subject to
	the provisions for early termination thereof contained
	herein
"Personal Representative(s)"	the person or persons who, in accordance with the laws of
	succession applicable in respect of the death of a grantee, is
	or are entitled to exercise the Option granted to such
	grantee (to the extent not already exercised)
"PRC"	the People's Republic of China, which for the purposes of
	this circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
"Scheme Mandate Limit"	the total number of Shares which may be issued upon
	exercise of all options to be granted under the Existing
	Share Option Scheme, the New Share Option Scheme and
	any other share option scheme(s) of the Company
"Share(s)"	ordinary share(s) of US$0.004 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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	DEFINITIONS
"Subscription Price"	the price per Share at which a grantee may subscribe for
	Shares on the exercise of an Option
"Subsidiary(ies)"	the subsidiary(ies) of the Company
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"US$"	United States dollars, the lawful currency of the Unites
	States
"%"	per cent.

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LETTER FROM THE BOARD

Cowell e Holdings Inc.

高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

Executive Directors:	Registered office:
Mr. Meng Yan (Chairman)	PO Box 309
Mr. Wu Ying-Cheng	Ugland House
	Grand Cayman
Non-executive Directors:	KY1-1104
Mr. Chen Han-Yang	Cayman Islands
Mr. Yang Li
	Principal place of business
Independent non-executive Directors:	in Hong Kong:
Ms. Su Yen-Hsueh	Suite 3208-9
Mr. Tsai Chen-Lung	32/F, Tower 6
Mr. Luo Zhenbang	The Gateway
	9 Canton Road
	Tsimshatsui
	Kowloon
	Hong Kong
	20 April 2021
To the Shareholders
Dear Sir or Madam,

(1) TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND

ADOPTION OF SHARE OPTION SCHEME

1. RE-ELECTIONOF RETIRING DIRECTORS AND
NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in relation to the resolutions to be proposed at the EGM for, among other matters, the termination of the Existing Share Option Scheme and adoption of the New Share Option Scheme, the proposed re-election of Directors and to give you the notice of the EGM.

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LETTER FROM THE BOARD

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE

NEW SHARE OPTION SCHEME

On 4 February 2015, the Company adopted the Existing Share Option Scheme, which was valid and effective for a period of ten years from its date of adoption. The Existing Share Option Scheme will expire on 3 February 2025. Notwithstanding that the Existing Share Option Scheme will expire on 3 February 2025, the Directors considered that the terms of the New Share Option Scheme will provide greater flexibility for the Company to grant Options to the Eligible Participant(s) given that the Scheme Mandate Limit will be increased from 5% under the Existing Share Option Scheme to 10% under the New Share Option Scheme. As a result, the total number of Options which the Company may grant to eligible persons under the New Share Option Scheme without refreshing the Scheme Mandate Limit will increase to conform with the market practices and in accordance with the applicable laws and regulations. The New Share Option Scheme will enable the Company to provide greater incentives or rewards to eligible persons for their contribution to the Group or any Invested Entity and/or to enable the Group or any Invested Entity to recruit and retain high-calibre employees and attract human resources that are valuable to the Group or any Invested Entity. The Directors confirm that prior to the EGM, they will not grant any further option under the Existing Share Option Scheme. There is no other share option scheme of the Company besides the Existing Share Option Scheme. Accordingly, the Company proposes to adopt the New Share Option Scheme which complies with Chapter 17 of the Listing Rules.

An ordinary resolution is proposed to be passed by the Company at the EGM to approve the adoption of the New Share Option Scheme, pursuant to which the Eligible Participant may be granted with Options for the subscription of the Shares upon and subject to the terms and conditions of the rules of the New Share Option Scheme.

A summary of the principal terms of the rules of the New Share Option Scheme which is proposed to be approved and adopted by the Company at the EGM is set out in the Appendix I to this circular. A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Suite 3208-9, 32/F, Tower 6, The Gateway, 9 Canton Road, Tsimshatsui, Kowloon, Hong Kong during normal business hours from the date hereof up to and including the date which is 14 days from the date of this circular.

The purpose of the New Share Option Scheme is to provide incentive or reward to Eligible Participants for their contribution or potential contribution to, and continuing efforts to promote the interests of, the Group or any Invested Entity and/or to enable the Group or any Invested Entity to recruit and retain high-calibre employees and attract human resources that are valuable to the Group or any Invested Entity. The scope of the New Share Option Scheme has included eligible participants of any Invested Entity given that the business and financial performance of any Invested Entity may have an impact on the Group in terms of the valuation of the equity

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LETTER FROM THE BOARD

interest in such Invested Entity held by the Group and/or the amount of dividend to be declared and distributed by such Invested Entity to its shareholders, including the Group. In determining whether a person has contributed or will contribute to the Group or any Invested Entity, the Group will take into account, among other things, whether contribution has been made to or will be made to the Group or any Invested Entity in terms of operation, financial performance, prospects, growth, reputation and image of the Group or any Invested Entity.

The Directors will assess the Eligible Participants that are employees and directors of the Group or any Invested Entity based on their individual performance, time commitment, responsibilities or employment conditions according to the prevailing market practice and industry standard, or where appropriate, contribution to the revenue, profits or business development of the Group or any Invested Entity during the financial year or in the future.

In addition, the Directors believe that the grant of Options to the Eligible Participants other than employees and directors of the Group or any Invested Entity is necessary and appropriate. The success of the Group or any Invested Entity does not only depend on the contributions by the employees and directors of the Group or any Invested Entity, but also requires the co-operations and contributions from parties who play a part in the development of the business and operations of the Group or any Invested Entity, including suppliers, customers, business partners, joint venture partners, contractors, agents or representatives, consultants, advisers or service providers appointed by the Group or any Invested Entity. The Directors believe that there is a need to maintain and develop business relationships with these stakeholders, as (i) the suppliers may offer more economic and quality supplies to the Group or any Invested Entity; (ii) the customers and contractors may maximise the quantity of their orders; (iii) the business partners, joint venture partners and agents or representatives may provide valuable business referrals and partnership introduction as well as introduce business opportunities and/or partners to the Group or any Invested Entity; and (iv) the consultants, advisers and service providers may provide recommendations and/or advice to the Group or any Invested Entity in matters including but not limited to investors' management, business research and development, technological support and professional services, so as to maintain the competitiveness of the Group or any Invested Entity as a whole. It is therefore desirable for the Company to motivate and align the interests of these parties towards the Group or any Invested Entity. The grant of Options to these parties is an appropriate means of achieving the Group's or any Invested Entity's goal. The Options will offer

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LETTER FROM THE BOARD

incentives for the suppliers, customers, business partners, joint venture partners, contractors, agents or representatives, consultants, advisers or service providers to provide continuing efforts as mentioned above to promote the interests of the Group or any Invested Entity and benefits the long-term growth of the Group or any Invested Entity. When assessing the eligibility of Eligible Person(s) other than employees and directors of the Group or any Invested Entity, the Directors will consider the following factors (where applicable):

his/her/their potential and/or actual contribution to the business affairs of and benefits to the Group or any Invested Entity (in terms of, including without limitation, proactively promoting/catalysing the continuing development and growth of the Group or any Invested Entity, and bringing innovation, new talents and expertise to the Group or any Invested Entity), with regard to the quality or importance of services/goods provided/supplied or expected to be provided/supplied by such Eligible Persons to the Group or any Invested Entity, and the actual or expected change in the Group's or any Invested Entity's revenue or profits which is or may be attributable to the provision or supply of such services/goods;
the potential/actual degree of involvement in and/or cooperation with the Group or any Invested Entity with regard to the number, scale and nature of the projects, and the period of engagement/cooperation/business relationship with the Group or any Invested Entity; and/or
whether he/she/they is/are regarded as a valuable human resource of the Group or any Invested Entity based on his/her/their work experience, professional qualifications, knowledge in the industry or other relevant factors (including without limitation technical know-how, market competitiveness, synergy between him/her/them and the Group or any Invested Entity, external business connections, strategic value, and repute and credibility).

Based on the above, the Board considers that the inclusion of these persons other than the employees and directors of the Group is appropriate and in the interest of the Company and the Shareholders as a whole, and would enable the purpose of the New Share Option Scheme to be achieved.

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LETTER FROM THE BOARD

The New Share Option Scheme is to be adopted conditionally upon:

the passing of the ordinary resolution at the EGM approving the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme; and
the Listing Committee granting the listing of, and permission to deal in any new Shares to be issued upon the exercise of any Options that may be granted under the New Share Option Scheme.

The Existing Share Option Scheme will be terminated on the New Share Option Scheme coming into effect upon the fulfillment of the conditions set out above. Upon termination of the Existing Share Option Scheme, no further option can be granted thereunder but in all other respects, the provisions of the Existing Share Option Scheme shall remain in force and any option granted prior to such termination shall continue to be valid and exercisable in accordance therewith. Since the adoption of the of the Existing Share Option Scheme and up to the Latest Practicable Date, the Board has granted an aggregate of 19,900,000 options under the Existing Share Option Scheme, of which 2,850,000 options had been exercised, 2,400,000 options had been lapsed and 14,650,000 options had been cancelled. As all the share options that have been granted under the Existing Share Option Scheme since its adoption had been exercised, lapsed or cancelled, there were no options outstanding as at the Latest Practicable Date. Save for the options previously granted to the employees and directors of the Group, the Company has not granted any options under the Existing Share Option Scheme to participants falling under other classes of the Eligible Participants.

Assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and the Adoption Date of the New Share Option Scheme, the number of Shares that may be issued pursuant to the New Share Option Scheme and any other share option schemes will be 83,436,880 Shares, representing 10% of the total issued shares as at the date of passing the ordinary resolution. The limit on the number of securities which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Share Option Scheme, the New Share Option Scheme and any other schemes must not exceed 30% of the relevant class of securities of the Company in issue from time to time.

Save for a few changes that have been made in the New Share Option Scheme to conform with the market practices, the terms of the New Share Option Scheme and the Existing Share Option Scheme are broadly similar. There are certain differences in the terms between the Existing Share Option Scheme and the New Share Option Scheme, including the following:

the Scheme Mandate Limit is 5% under the Existing Share Option Scheme, whereas the Scheme Mandate Limit is 10% under the New Share Option Scheme;

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LETTER FROM THE BOARD

the Company may seek approval by its shareholders in general meeting for refreshing the Scheme Mandate Limit provided that the total number of Shares in respect of which options may be granted under the Existing Share Option Scheme and any other share option scheme of the Company under the Scheme Mandate Limit as refreshed must not exceed 5% of the total number of Shares in issue as at the date of such shareholder approval, whereas in such circumstances, the total number of Shares in respect of which Options may be granted under the New Share Option Scheme and any other share option scheme of the Company under the Scheme Mandate Limit as refreshed must not exceed 10% of the total number of Shares in issue as at the date of such shareholder approval;
the time of acceptance of options granted under the Existing Share Option Scheme is for such period (not exceeding 30 days, inclusive of, and from, the date of offer) as the Board may determine and notify the qualified participant, whereas the time of acceptance of Options under the New Share Option Scheme is for a period of 21 days from the offer date;
the Company shall allot and issue the relevant Shares to the grantees under the Existing Share Option Scheme within 20 Business Days after receipt of exercise notice, whereas the Company shall allot and issue the relevant Shares to the grantees under the New Share Option Scheme within 30 days after receipt of exercise notice;
if a grantee ceases to be eligible participant by reason other than his death or the termination of his employment on the grounds of being guilty of misconduct, committed an act of bankruptcy, becoming insolvent, having made an arrangement or composition with creditors, being convicted of criminal offence etc., the options shall lapse one month from the date of cessation under the Existing Share Option Scheme (or within such longer period as the Board may determine), whereas in such circumstances, the Option granted to a grantee under the New Share Option Scheme shall lapse on the date of such cessation and shall not be exercisable unless the Board otherwise determines to grant an extension at the absolute discretion of the Board in which event a grantee may exercise the Options within such period of extension and in any event ended before the expiration of the period of one month following the date of his cessation to be an Eligible Participant;
in the event of death of a grantee under the Existing Share Option Scheme, his personal representative may exercise the options within the period of 12 months following his death or such longer period as the Board may determine, whereas in such circumstances, the Personal Representative under the New Share Option Scheme shall have a period of 18 months following the date of his death or such longer period as the Board may at its absolute discretion determine from the date of death to exercise the Options;

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LETTER FROM THE BOARD

if a general offer is made to all holders of Shares and the offer becomes or is declared unconditional during the offer period, a grantee shall be entitled to exercise the options at any time before the expiry of the period of ten Business Days following the date on which the offer becomes or is declared unconditional under the Existing Share Option Scheme, whereas in such circumstances, a grantee under the New Share Option Scheme shall be entitled to exercise the Options at any time within one month after the date on which the offer becomes or is declared unconditional;
if an effective resolution is passed for the voluntary winding-up of the Company, a grantee shall be entitled to by notice in writing to the Company within 15 Business Days after the date of such resolution, elect to be treated as if the options had been exercised immediately before the passing of the resolution under the Existing Share Option Scheme, whereas if a notice is given by the Company to its members to convene a general meeting for the purposes of considering and approving a resolution to voluntarily wind-up the Company under the New Share Option Scheme, a grantee shall be entitled to by notice in writing to the Company not later than two Business Days prior to the proposed general meeting of the Company exercise the Options; and
if a compromise or arrangement between the Company and its shareholders and/or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, a grantee may on the date of receiving the notice from the company and ending on the earlier of the date two calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the court exercise the option under the Existing Share Option Scheme, whereas in such circumstances, a grantee under the New Share Option Scheme may not later than two Business Days before the proposed meeting exercise his Options.

The terms of the New Share Option Scheme provide that in granting the Options under the New Share Option Scheme, the Board may offer to grant any Option subject to such terms and conditions in relation to the performance criteria to be satisfied before such Option can be exercised and/or any other terms as the Board may determine in its absolute discretion. The Board will also have the discretion in determining the Subscription Price in respect of any Option, provided that the relevant requirements in the Listing Rules are complied with. The Directors are of the view that the flexibility given to the Directors to impose performance targets and other conditions that have to be achieved before the Options can be exercised, will place the Group in a better position to attract human resources that are valuable to the growth and development of the Group as a whole. None of the Directors shall be a trustee of the New Share Option Scheme or has a direct or indirect interest in any such trustee. As at the Latest Practicable Date, the Company does not have any plan to grant Options under the New Share Option Scheme.

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LETTER FROM THE BOARD

The Directors consider that it is not appropriate to state the value of all the Options that can be granted under the New Share Option Scheme as if they had been granted at the Latest Practicable Date prior to the approval of the New Share Option Scheme given that the variables which are crucial for the calculation of the value of such Options cannot be determined. The variables which are critical for the determination of the value of such Options include the Subscription Price for the Shares upon the exercise of the subscription rights attaching to the Options, whether or not any Options will be granted under the New Share Option Scheme and the timing of the granting of such Options, the period during which the subscription rights may be exercised, the discretion of the Board to impose any performance target that has to be achieved before the subscription right attaching to the Options can be exercised, any other conditions that the Board may impose on the grantees of the Options, and whether or not such Options if granted will be exercised by the Option holders. The Subscription Price depends on the price of the Shares as quoted on the Stock Exchange, which in turn depends on when the Board is to grant Options under the New Share Option Scheme. It is also difficult to ascertain with accuracy the Subscription Price given the volatility the Share price may be subject to fluctuation during the ten year life span of the New Share Option Scheme. In light of the above, the Directors are of the view that the value of the Options depends on a number of variables which are either difficult to ascertain or can only be ascertained subject to a number of theoretical basis and speculative assumptions. Accordingly, the Directors believe that any calculation of the value of the Options as of the Latest Practicable Date as if they were granted will not be meaningful and may be misleading to Shareholders in the circumstances.

As provided in the New Share Option Scheme, the Options shall be granted to certain Eligible Participants who, in the sole discretion of the Board, have contributed or may contribute to the Group and the grant of Options does not constitute an offer to the public. As such, the prospectus requirements of the Companies (Winding Up and Miscellaneous Provision) Ordinance will not be applicable to the New Share Option Scheme proposed to be adopted by the Company.

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

Pursuant to Article 16.2 of the Articles of Association and the Corporate Governance Code set out in Appendix 14 to the Listing Rules, each of Mr. Meng Yan, Mr. Wu Ying-Cheng, Mr. Chen Han-Yang, Mr. Yang Li, Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang shall retire from the office and, being eligible, offer themselves for re-election as a Director at the EGM.

When identifying suitable candidates for directorship, the nomination committee of the Company carries out the selection process by making reference to the skills, experience, background, professional knowledge, personal integrity and time commitments of the proposed candidates, and also the Company's needs and other relevant statutory requirements and regulations required for the positions. All candidates must be able to meet the standards as set out in Rules 3.08 and 3.09 of the Listing Rules. A candidate who is to be appointed as an independent non-executive Director should also meet the independence criteria as set out in Rule 3.13 of the Listing Rules. Qualified candidates will then be recommended to the Board for approval.

In considering the re-election of each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang as independent non-executive Director, the Board, with the assistance and recommendation from the nomination committee of the Company, has reviewed the structure, size, composition and diversity of the Board from a number of aspects, including but not limited to gender, age, cultural and ethnic background, professional qualification, skills, knowledge and length of service. The Board considers that each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang possess rich experience in their industries and are able to provide valuable advices in areas of, among others, investments, mergers and acquisitions, information system, accounting, consulting and/or tax to the Company, thus contributing to better corporate governance of the Company. The Board is also of the view that each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang will make positive contributions to the Company's strategy, policies and performance with their independent advice, comments, judgment from the perspective of their background coupled with their general understanding of business of the Group. They contribute to the diversity of the Board in professional qualification, skills, knowledge and gender.

The Board considered that each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang has been independent according to the requirements as set out in Rule 3.13 of the Listing Rules since their appointment as independent non-executive Director. In particular, each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang does not have any past or present financial or other interest in the business of the Company, or any of its subsidiaries or holding company. Save for serving as independent non-executive Director, neither of them has taken up

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LETTER FROM THE BOARD

any other positions in the Company, or any of its subsidiaries or holding company. Therefore, the Board considered that each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang is still independent and recommended the Shareholders to re-elect them as independent non-executive Director.

The biographical details, interests in the Shares and other information required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules of the Directors proposed for re-election at the EGM are set out in Appendix II to this circular.

ACTION TO BE TAKEN

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon in any event no later than 48 hours before the time appointed for holding the EGM (i.e. 3 May 2021 at 10 a.m. (Hong Kong time)) or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the EGM or adjournment thereof in person if you so wish.

RECOMMENDATION

The Directors believe that the termination of the Existing Share Option Scheme and the adoption of the New Share Option Scheme, and the proposed re-election of Directors are in the best interest of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors of the Company 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.

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LETTER FROM THE BOARD

GENERAL

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the EGM. The Board confirm that to the best of their knowledge, information and belief having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he or she has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 30 April 2021 to 5 May 2021, both dates inclusive, during which period no transfers of Shares will be registered. In order to qualify for attending and voting at the EGM, Shareholders must complete and lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 29 April 2021.

Your attention is drawn to the information set out in the Appendices to this circular.

Yours faithfully,

For and on behalf of the Board

Cowell e Holdings Inc.

Meng Yan

Chairman

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

The following is a summary of the principal terms of the New Share Option Scheme but does not form part of, nor was it intended to be, part of the New Share Option Scheme nor should it be taken as affecting the interpretation of the rules of the New Share Option Scheme:

Purpose of the New Share Option Scheme

The purpose of the New Share Option Scheme is to provide an incentive or a reward to selected Eligible Participants for their contribution or potential contribution to, and continuing efforts to promote the interests of, the Group or any Invested Entity and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group or any Invested Entity.

Who may join the New Share Option Scheme

Subject to the provisions in the New Share Option Scheme, the Board shall be entitled at any time and from time to time within the period of ten (10) years after the Adoption Date to make an offer to any of the following Eligible Participant(s):

1. any employee (whether full-time or part-time) of the Company, any of the Subsidiaries and any Invested Entity;
2. any director (including executive, non-executive and independent non-executive directors) of the Company, any of the Subsidiaries or any Invested Entity;
3. any supplier of goods or services to any member of the Group or any Invested Entity;
4. any customer of the Group or any Invested Entity; or
5. any business or joint venture partners, contractors, agents or representatives, consultants, advisers or service providers that provides research, development, professional services or other technological support to the Group or any Invested Entity.
Duration and administration of the New Share Option Scheme

The New Share Option Scheme shall continue in force for the period commencing from the Adoption Date, which is expected to be the date of the EGM, and expiring at the close of business on the date which falls ten (10) years after the Adoption Date, after such period no further Options will be granted but the provisions of the New Share Option Scheme shall remain in full force and effect in respect of any Options granted before its expiry or termination but not yet exercised.

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be subject to the administration of the Board whose decision shall be final and binding on all parties. Subject to the requirements of the Listing Rules, the Board shall have the right (i) to interpret and construe the provisions of the New Share Option Scheme; (ii) to determine the persons who will be awarded Options under the Scheme, the minimum period of the Options to be held, the number of Shares to be issued under the Option and the Subscription Price; (iii) to make such appropriate and equitable adjustments to the terms of Options granted under the New Share Option Scheme as it deems necessary; and (iv) to make such other decisions, determinations or regulations as it shall deem appropriate in the administration of the New Share Option Scheme.

Grant and acceptance of Options

Subject to the terms of the New Share Option Scheme, the Board may, in its absolute discretion, invite any Eligible Participant to take up Options to subscribe for Shares at a price calculated in accordance with paragraph (f).

An offer of the grant of an Option shall be made to Eligible Participants in writing (and unless so made shall be invalid) in such form as the Board may from time to time determine and shall remain open for acceptance by the Eligible Participant concerned for a period of twenty-one

days inclusive of, from the date upon which it is made provided that no such offer shall be open for acceptance after the earlier of the 10th anniversary of the Adoption Date or the termination of the New Share Option Scheme or the Eligible Participant to whom such offer is made has ceased to be an Eligible Participant.

non-refundablenominal consideration of HK$1.00 is payable by the grantee upon acceptance of an Option. An Option shall be deemed to have been accepted when the duplicate letter comprising acceptance of the Option duly signed by the Eligible Participant together with the said consideration of HK$1.00 is received by the Company.

Any offer of the grant of an Option may be accepted in respect of less than the number of Shares in respect of which it is offered provided that it is accepted in such number of Shares as represents a board lot for the time being for the purpose of trading on the Stock Exchange or an integral multiple thereof.

Exercise of Options

An Option may be exercised in whole or in part by the grantee giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised. Each such notice must be accompanied by a remittance for the full amount of the

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

Subscription Price for the Shares in respect of which the notice is given. Within thirty (30) days after receipt of the notice and the remittance, the Company shall allot and issue the relevant Shares to the grantee (or his Personal Representative(s)) credited as fully paid.

Subscription Price for Shares

The Subscription Price for Shares under the New Share Option Scheme may be determined by the Board at its absolute discretion but in any event will not be less than the highest of: (i) the closing price of the Shares on the Stock Exchange as shown in the daily quotations sheet of the Stock Exchange on the Offer Date, which must be a Business Day; (ii) the average of the closing prices of the Shares as shown in the daily quotations sheets of the Stock Exchange for the five (5) Business Days immediately preceding the Offer Date; and (iii) the nominal value of the Share on the Offer Date.

Maximum number of Shares available for issue
1. Subject to the Listing Rules, the overall limit on the number of Shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Share Option Scheme, the New Share Option Scheme and any other share option schemes of the Company must not exceed 30% of the relevant class of Shares in issue from time to time. No Options may be granted under the New Share Option Scheme or any other share option schemes of the Company if this will result in this limit being exceeded.
2. Subject to the limit mentioned in (g)(i) above, the total number of Shares which may be issued upon exercise of all Options to be granted under the New Share Option Scheme and any other share option schemes of the Company must not, in aggregate, exceed 10% of the Shares in issue as at the date of the approval of the New Share Option Scheme, unless Shareholders' approval has been obtained pursuant to sub-paragraphs (iii) and
3. 1. below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.
4. Subject to the limit mentioned in (g)(i) above, the Company may refresh the Scheme Mandate Limit subject to approval of the Shareholders in general meeting, provided that the Scheme Mandate Limit as refreshed must not exceed 10% of the Shares in issue as at the date of passing the relevant resolution. Options previously granted under the New Share Option Scheme and any other share option schemes of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

Options) will not be counted for the purpose of calculating this limit. The Company must send a circular to the Shareholders containing such information as required under the Listing Rules.

1. Subject to the limit mentioned in (g)(i) above, the Company may also seek separate approval of the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to Eligible Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Eligible Participants, the number and terms of Options to be granted, the purpose of granting Options to the specified Eligible Participants with an explanation as to how the terms of the Options serve such purpose and such other information as required under the Listing Rules.
2. If the Company or the Subsidiary conducts a share consolidation or subdivision after the 10% limit has been approved in general meeting, the maximum number of securities that may be issued upon exercise of all options to be granted under all of the share option schemes of the Company or the Subsidiary under the 10% Scheme Mandate Limit as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same.
Grant of Options to connected persons or any of their associates

Any grant of Options to a connected person (including but not limited to a Director, chief executive or substantial Shareholder) or its associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Options). Where Options are proposed to be granted to a connected person who is also a substantial Shareholder (as defined in the Listing Rules) of the Company or an independent non-executive Director or their respective associates and if such grant would result in the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted (including Options exercised, cancelled and outstanding) in any 12-month period up to and including the date of grant to such person representing in aggregate over 0.1 % of the total issued Shares and having an aggregate value, based on the closing price of the securities at the date of each grant, in excess of HK$5 million, then the proposed grant must be subject to the approval of Shareholders taken on a poll in a general meeting. The grantee, his associates and all core connected persons of the Company must abstain from voting in favour of the proposed grant at such general meeting.

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

A circular must be prepared by the Company explaining the proposed grant, disclosing (i) details of the number and terms (including the Subscription Price) of the Options to be granted to each participant, which must be fixed before the shareholders' meeting, and the date of board meeting for proposing such further grant is to be taken as the date of grant for the purpose of calculating the Subscription Price; (ii) containing a recommendation from the independent non-executive Directors (excluding any independent non-executive Director who is a grantee) on whether or not to vote in favour of the proposed grant; and (iii) such other information as required under the Listing Rules.

Any change in the terms of Options granted to a connected person or its associates must be approved by Shareholders in a general meeting.

Maximum entitlement of each Eligible Participant

The total number of Shares issued and to be issued upon exercise of the Options granted to each Eligible Participant or grantee (including exercised and outstanding Options) in any twelve (12)-month period up to the date of grant shall not exceed 1% of the Shares in issue. Where it is proposed that any offer is to be made to an Eligible Participant (or where approximate, an existing grantee) which would result in the Shares issued and to be issued upon exercise of all Options granted and to be granted to such person (including exercised, cancelled and outstanding Options) in the twelve (12)-month period up to and including the relevant date of grant to exceed such limit, such offer and any acceptance thereof must be conditional upon Shareholders' approval in general meeting with such Eligible Participant (or where appropriate, an existing grantee) and his, her or its close associates (or his, her or its associates if the Eligible Participant is a connected person) abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Eligible Participant or grantee, the number and terms of Options to be granted (and Options previously granted) to such Eligible Participant, and containing the information required under the Listing Rules. The number and terms (including the Subscription Price) of Options to be granted to such Eligible Participant must be fixed before the date on which Shareholders' approval is sought and the date of the Board meeting for proposing such further grant should be taken as the date of grant for the purpose of calculating the Subscription Price.

Time of exercise of Options

Subject to the terms of the New Share Option Scheme, an Option may be exercised in whole or in part at any time during the period to be determined and notified by the Directors to the grantee thereof at the time of making an Offer provided that such period shall not exceed the period of ten (10) years from the date of the grant of the particular Option but subject to the provisions for early termination of the New Share Option Scheme (the "Option Period").

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

There is no specified minimum period under the New Share Option Scheme for which an Option must be held or the performance target which must be achieved before an Option can be exercised under the terms of the New Share Option Scheme.

Ranking of Shares

The Shares to be allotted and issued upon the exercise of an Option shall be subject to the provisions of the Articles of Association for the time being in force and will rank pari passu in all respects with the fully paid Shares in issue of the Company as at the date of allotment and issue ("Exercise Date''), and will entitle the holders of Shares to participate in all dividends or other distributions paid or made on or after the Exercise Date other than any dividends or other distributions previously declared or recommended or resolved to be paid or made with respect to a record date which shall be before the Exercise Date.

Restrictions on the time of grant of Options
Grant of Options may not be made:
1. after inside information has come to the knowledge of the Company until (and including) the trading day after it has been announced pursuant to the requirements of the Listing Rules; and
2. during the period commencing from one month immediately preceding the earlier of:
3. 1. the date of the meeting of the Board (as such date is first notified to the Stock Exchange in accordance with the Listing Rules) for approving the Company's results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and
  2. the deadline for the Company to publish its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules),

and ending on the date of the results announcements.

No Option may be granted during any period of delay in publishing a results announcement.

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

(m) Rights are personal to grantees

An Option shall be personal to the grantee and shall not be assignable and no grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest whatsoever in favour of any third party over or in relation to any Option or enter into any agreement so to do. Any breach of the foregoing by a grantee shall entitle the Company to cancel any Option or part thereof granted to such grantee to the extent not already exercised.

Rights on cessation of employment

Where the grantee of an outstanding Option ceases to be an employee of the Group for any reason other than his/her death or the termination of his/her employment on one or more of the grounds specified in paragraph (v)(v), the Option shall lapse on the date of cessation (to the extent not already exercised) and not be exercisable unless our Board otherwise determines to grant an extension (to the extent which has become exercisable and not already exercised) and subject to any other terms and conditions decided at the discretion of our Board. For the avoidance of doubt, such period of extension (if any) shall be granted within and in any event ended before the expiration of the period of one month following the date of his/her cessation to be an employee of the Group.

Rights on death

Where the grantee of an outstanding Option dies before exercising the Option in full or at all, and none of the events specified in paragraph (v)(v) which would be a ground for termination of his/her employment or engagement arises, the Option may be exercised in full or in part (to the extent not already exercised) by his/her Personal Representative(s) within 18 months following the date of his/her death or such longer period as our Board may at its absolute discretion determine from the date of death to exercise the Option up to the entitlement of such grantee as at the date of death (to the extent which has become exercisable and not already exercised).

Rights on a general offer

In the event of a general or partial offer (whether by way of take-over offer, share buy-back offer or scheme of arrangement or otherwise in like manner) being made to all the holders of Shares, or all such holders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror, and if such offer becomes or is declared unconditional, a grantee shall be entitled to exercise his/her/its Option (to the extent not

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

already exercised) to its full extent or to the extent specified in the grantee's notice to the Company in exercise of his/her/its Option within one month after the date on which the offer becomes or is declared unconditional.

Rights on winding up

In the event that a notice is given by the Company to the Shareholders to convene a general meeting for the purposes of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall, on the same date as or soon after it despatches such notice to each Shareholder, give notice thereof to all grantees and thereupon, each grantee (or his/her Personal Representative(s)) shall, subject to the provisions of all applicable laws, be entitled to exercise all or any of his/her/its Options (to the extent which has become exercisable and not already exercised) at any time not later than two Business Days prior to the proposed general meeting of the Company, by giving notice in writing to the Company, accompanied by a remittance for the full amount of the aggregate exercise price for the Shares in respect of which the notice is given, whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot and issue the relevant Shares to the grantee credited as fully paid.

Rights on scheme of arrangement

In the event of a general or partial offer by way of scheme of arrangement is made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the grantee (or his/her Personal Representative(s)) may thereafter (but only until such time as shall be notified by the Company, after which it shall lapse) exercise the Option (to the extent which has become exercisable and not already exercised) to its full extent or to the extent specified in the grantee's notice to the Company at any time thereafter and the record date for entitlements under the scheme of arrangement.

Rights on compromise or arrangement between the Company and the creditors

In the event of a compromise or arrangement between the Company and the creditors or between the Company and our Shareholders in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as it gives notice of the meeting to the Shareholders or creditors to consider such a compromise or arrangement, and thereupon any grantee (or his/her Personal Representative(s)) may by notice in writing to the Company accompanied by the remittance of the Subscription Price in respect of the relevant Option (such notice to be received by the Company not later than two Business Days before the proposed meeting) exercise any of his/her/its Options (to the extent

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

which has become exercisable and not already exercised) whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court of competent jurisdiction and becoming effective. The Company shall as soon as possible and in any event no later than the Business Day immediately prior to the date of the proposed meeting referred to above, allot and issue such number of Shares to the grantee which may fall to be issued on such exercise credited as fully paid and register the grantee as holder of such Shares. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the Share Option Scheme. The Company may require the grantee (or his/her personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement.

Effect of alterations to share capital

In the event of any alteration in the capital structure of the Company by way of capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company (other than an issue of Shares as consideration in respect of a transaction while any Option remains exercisable), such corresponding alterations (if any) will be made in (i) the numbers or nominal amount of Shares subject to any Option so far as such Option remains unexercised and/or

the Subscription Price per Share as the auditors or independent financial advisers for the time being of the Company shall at the request of the Company or any grantee certify in writing to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that the grantee shall have the same proportion of the issued share capital of the Company to which he or she was entitled before such alteration and the aggregate Subscription Price payable by the grantee on the full exercise of any Option shall remain as nearly as possible the same as it was before such event, but so that no such alterations shall be made the effect of which would be to enable a Share to be issue at less than its nominal value. Save in the case of a capitalisation issue, the auditors or independent financial advisers for the time being of the Company must confirm to the Directors in writing that such adjustment(s) satisfy the aforesaid requirements.

Conditions of the New Share Option Scheme
The New Share Option Scheme is conditional upon:
1. the Stock Exchange granting the listing of and permission to deal in any Shares which may fall to be issued by the Company pursuant to the exercise of Options in accordance with the terms and conditions of the New Share Option Scheme; and

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

1. the passing of ordinary resolution to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme.
Lapse of Options
An Option shall lapse automatically (to the extent not already exercised) on the earliest of:
1. the expiry of the Option Period (subject to the provision referred to in paragraph z);

the expiry of any of the periods referred to in paragraphs (n), (o) or (s), where applicable;
subject to the court of competent jurisdiction not making an order prohibiting the offeror from acquiring the remaining Shares in the offer, the expiry of the period referred to in paragraph p;
subject to the scheme of arrangement becoming effective, the expiry of the period referred to in paragraph r;
the date on which the grantee ceases to be an Eligible Participant by reason of the termination of his/her/its employment or engagement on the grounds that he/she/it has been guilty of misconduct, or has been in breach of a material term of the relevant employment contract or engagement contract, or appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has committed any act of bankruptcy, or has become insolvent, or has been served a petition for bankruptcy or winding-up, or has made any arrangements or composition with his/her/its creditors generally, or has been convicted of any criminal offence or (if so determined by our Board, the board of the relevant subsidiary or the board of the relevant associated company of the Company, as the case may be) on any other ground on which an employer or a sourcing party would be entitled to terminate his/her/its employment or engagement at common law or pursuant to any applicable laws or under the grantee's service contract or supply contract with the Company, the relevant subsidiary or the relevant associated company of the Company (as the case may be);
the date of the commencement of the winding-up of the Company;
the date on which the Directors shall exercise the Company's right to cancel the Option by reason of a breach of paragraph m by the grantee of the Option in respect of that or any other Option; or

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

(viii) the date on which the Option is cancelled by our Board as set out in paragraph x.
Disputes
Any dispute arising in connection with the New Share Option Scheme (whether as to the

number of Shares the subject of an Option, the amount of the Subscription Price at which the grantee may subscribe for Shares on the exercise of an Option or otherwise) shall be referred to the decision of an independent financial adviser appointed by the Company or the auditors of the Company who shall act as experts and not as arbitrators and whose decision, save in the case of manifest error, shall be final, conclusive and binding.

Cancellation of Options

The Board may, with the consent of the relevant grantee, at any time at its absolute discretion cancel any Option granted but not exercised. Where the Company cancels Options and offers new Options to the same Option holder, the offer of such new Options may only be made under the New Share Option Scheme with available Options (to the extent not yet granted and excluding the cancelled Options) within the Scheme Mandate Limit approved by the shareholders of the Company.

Alterations to the terms of the New Share Option Scheme
1. The New Share Option Scheme may be altered in any respect to the extent allowed by the Listing Rules by resolution of the Board except that the provisions relating to the matters set out in Rule 17.03 of the Listing Rules shall not be altered to extend the class of persons eligible for the grant of Options or to the advantage of the grantees or Eligible Participants except with the prior approval of a resolution of the Shareholders in general meeting, with the grantees and their associates abstaining from voting. No such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the grantees as would be required of the Shareholders under the Articles of Association for the time being of the Company for a variation of the rights attached to the Shares.
2. Any alterations to the terms and conditions of the New Share Option Scheme, which are of a material nature or any change to the terms of Options granted, shall be approved by the Stock Exchange and the Shareholders, except where the alterations take effect automatically under the existing terms of the New Share Option Scheme.

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APPENDIX I	SUMMARY OF THE PRINCIPAL TERMS
	OF THE NEW SHARE OPTION SCHEME

1. The amended terms of the New Share Option Scheme or the Options must still comply with the relevant requirements of Chapter 17 of the Listing Rules.
2. Any change to the authority of the Directors or scheme administrators in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders at general meeting.
Termination of the New Share Option Scheme

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect. Options granted prior to such termination and not then exercised shall continue to be valid and exercisable in accordance with the New Share Option Scheme and the Listing Rules.

(aa) Miscellaneous

The New Share Option Scheme and all Options granted thereunder shall be governed by and construed in accordance with the Listing Rules and the laws of Hong Kong in force from time to time.

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The details of the Directors who will retire from office at the EGM and, being eligible, would offer themselves for re-election at the EGM, are set out below:

Executive Directors

Mr. Meng Yan (孟岩) ("Mr. Meng"), aged 45, was appointed as an executive Director and the chairman of the Board with effect from 15 January 2021 and 1 March 2021 respectively. Mr. Meng obtained a bachelor's degree in mechanical and electrical engineering from the University of Electronic Science and Technology of China (電子科技大學) in 1998. Mr. Meng has extensive experience in operation, investment and corporate management. He has previously worked in leading companies in the electronic industries, such as International Business Machines Corporation, Sony Ericsson Mobile Communications (now known as Sony Mobile Communications Corporation) and Knowles Corporation. He joined the Luxshare Precision Industry Co., Limited as a vice president in 2016.

Mr. Meng has entered into a service contract with the Company under which he agreed to act as executive Director for an initial term of three years commencing from 15 January 2021, which may be terminated by not less than one months' notice in writing served by either Mr. Meng or the Company. Such appointment is subject to provisions relating to retirement by rotation and reelection in accordance with the Articles of Association. Mr. Meng and the Company has not entered into a new service contract for his appointment as the chairman of the Board. Mr. Meng is entitled to a remuneration of US$150,000 per annum as an executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards. No additional remuneration will be paid to Mr. Meng for his appointment as the chairman of the Board.

Mr. Wu Ying-Cheng(吳英政) ("Mr. Wu"), aged 52, was appointed as an executive Director with effect from 15 January 2021. He was appointed as the chief executive officer (the "CEO") of the Company and the chief financial officer (the "CFO") of the Company with effect from 1 March 2021. Mr. Wu obtained a master's degree in material science from the Department of Mechanical Engineering of the National Chung Hsing University (國立中興大學) in 1993. Mr. Wu has been working in the semiconductor assembly technology and camera module development industries since 1995. He has been a general manager of Lite-On Singapore Pte. Limited for portable image device business unit since 2015 and a general manager of Luxvisions Innovation Limited since 2018.

Mr. Wu has entered into a service contract with the Company under which he agreed to act as executive Director for an initial term of three years commencing from 15 January 2021, which may be terminated by not less than one month's notice in writing served by either Mr. Wu or the Company. Such appointment is subject to provisions relating to retirement by rotation and

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

reelection in accordance with the Articles. Mr. Wu and the Company have entered into a new service contract for his appointment as the CEO and CFO. Mr. Wu is entitled to a remuneration of US$150,000 per annum as an executive Director and additional remuneration of US$210,000 per annum for serving as the CEO and CFO, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Non-executive Directors

Mr. Chen Han-Yang(陳漢洋) ("Mr. Chen"), aged 50, was appointed as a non-executive Director with effect from 1 March 2021. He obtained a master's degree in banking and finance from the Tamkang University (台灣淡江大學) in 1998. Mr. Chen has been working in the investment, acquisition and merger and corporate management in Fortune 500 corporations. He has been a head of investment of Luxshare Precision Industry Co., Limited since 2016 and has been primarily responsible for corporation investment. Mr. Chen has extensive experience in the consumer electronics industry.

Mr. Chen has entered into a letter of appointment with the Company under which he agreed to act as non-executive Director for an initial term of three years commencing from 1 March 2021, which may be terminated by not less than one month's notice in writing served by either Mr. Chen or the Company. Pursuant to the Articles of Association, Mr. Chen will hold office until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. Thereafter, the appointment of Mr. Chen is subject to the provisions relating to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Chen is entitled to a remuneration of US$50,000 per annum as non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Mr. Yang Li (楊立) ("Mr. Yang"), aged 36, was appointed as a non-executive Director with effect from 1 March 2021. He joined Luxshare Precision Industry Co., Limited in July 2007. He has over 10 years of experiences in supply chain and operation management in consumer electronics industry. He has been chief operating officer of Shenzhen Luxshare Precision Industry Co., Limited, Bozhou Lanto Electronics Co., Limited and Luxshare Precision Industry (Chuzhou) Co., Limited. He has extensive experience in supply chain management and operation management.

Mr. Yang has entered into a letter of appointment with the Company under which he agreed to act as non-executive Director for an initial term of three years commencing from 1 March 2021, which may be terminated by not less than one month's notice in writing served by either Mr. Yang or the Company. Pursuant to the Articles of Association, Mr. Yang will hold office until the next

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

following general meeting of the Company and shall then be eligible for re-election at the meeting. Thereafter, the appointment of Mr. Yang is subject to the provisions relating to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Yang is entitled to a remuneration of US$50,000 per annum as non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Independent non-executive Directors

Ms. Su Yen-Hsueh(蘇艶雪) ("Ms. Su"), aged 51, was appointed as an independent non-executive Director with effect from 15 January 2021. She obtained a bachelor's degree in international business from the National Taiwan University (國立臺灣大學) in 1991 and a master's degree in industrial administration from the Carnegie Mellon University in 1993. Ms. Su has extensive experience in investments and mergers and acquisitions in the technology sector. She was a top ranked technology analyst for ABN AMRO Bank and UBS before joining AsusTeK Computer Inc. as a chief investment officer in 2004. She spearheaded the AsusTeK Computer Inc. and Pegatron Corporation restructuring in 2009 and retired from her position of senior vice president for investment and business development from Pegatron Corporation in 2013. Ms. Su currently serves on the boards of AU Optronics Corporation, TXC Corporation, and Eslite Spectrum Corporation as an independent director, and on the board of Kinsus Interconnect Technology Corporation as a director.

Ms. Su has entered into a letter of appointment with the Company for a term of 3 years commencing from 15 January 2021, which may be terminated by not less than one month's notice in writing served by either Ms. Su or the Company. Pursuant to the Articles of Association, Ms. Su will hold office until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. Thereafter, the appointment of Ms. Su is subject to the provisions relating to retirement by rotation and re-election in accordance with the Articles of Association. Ms. Su is entitled to a remuneration of US$20,000 per annum as independent non-executive Director, which has been determined and approved by the Board having considered her responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Mr. Tsai Chen-Lung(蔡鎮隆) ("Mr. Tsai"), aged 48, was appointed as an independent non-executive Director with effect from 15 January 2021. He obtained a bachelor's degree majoring in information system from the Western United States International University and a master's degree majoring in electronic computer engineering from the Arizona State University. Mr. Tsai is currently the chief strategy officer of Taiwan Luxshare-ICT Company Limited, a director of Stech International Company Limited, a director of Space Speed Technology Limited, the chairman of the board of directors of Speedtech (LS-ICT) Company Limited, the legal

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

representative of Luxshare-ICT Inc., the legal representative of Leader Precision Industry Corporation Limited, a director of Luxshare Precision Accessory (Kunshan) Limited, and the chairman of Toyoshima Corporation (M) Sdn. Bhd.

Mr. Tsai has entered into a letter of appointment with the Company for a term of 3 years commencing from 15 January 2021, which may be terminated by not less than one month's notice in writing served by either Mr. Tsai or the Company. Pursuant to the Articles of Association, Mr. Tsai will hold office until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. Thereafter, the appointment of Mr. Tsai is subject to the provisions relating to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Tsai is entitled to a remuneration of US$20,000 per annum as independent non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Mr. Luo Zhenbang (羅振邦) ("Mr. Luo"), aged 54, graduated from the School of Business of Lanzhou in 1991 majoring in enterprise management. He has been managing the audit works for many listed companies since 1994. He was an independent director of Long March Vehicle Technology Company Limited, Orient Tantalum Industry Company Limited, Wuzhong Instrument Company Limited (吳忠儀表有限責任公司), Shengxue Company Limited, Avic Heavy Machinery Company Limited, Digital China Information Service Company Limited, a company listed on the Shenzhen Stock Exchange (stock code: 000555), and an independent non-executive director of Xinjiang Goldwind Science & Technology Company Limited (新疆金風科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 002202) and the Stock Exchange (stock code: 2208).

Mr. Luo is the expert supervisor of China Cinda Asset Management Company Limited (中國信達資產管理股份有限公司) and China Great Wall Asset Management Company Limited (中國長城資產管理股份有限公司), as well as the internal audit expert of Northeast Securities Company Limited (東北證券股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000686). He is currently a director and managing partner of BDO China Shu Lun Pan Certified Public Accountants LLP (立信會計師事務所). He is also currently an independent non-executive director of each of BII Railway Transportation Technology Holdings Company Limited (formerly known as China City Railway Transportation Technology Holdings Company Limited), a company listed on the Stock Exchange (stock code: 1522), and Guorui Properties Limited (國瑞置業有限公司), a company listed on the Stock Exchange (stock code: 2329) and China Aerospace International Holdings Limited, a company listed on the Stock Exchange (stock code: 31). Mr. Luo possesses several professional qualifications, including being a certified accountant in the securities and futures industry, and a certified public accountant, a certified asset valuer and a certified tax accountant in the PRC. Mr. Luo has in-depth experience in accounting, auditing and

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APPENDIX II DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

financial management. He is familiar with the audit of listed companies from various sectors and extensively participates in corporate restructuring for listing, restructuring of listed companies and other business consultation services.

Mr. Luo has entered into a letter of appointment with the Company for a term of 3 years commencing from 15 January 2021, which may be terminated by not less than one month's notice in writing served by either Mr. Luo or the Company. Pursuant to the Articles of Association, Mr. Luo will hold office until the next following general meeting of the Company and shall then be eligible for re-election at the meeting. Thereafter, the appointment of Mr. Luo is subject to the provisions relating to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Luo is entitled to a remuneration of US$20,000 per annum as independent non-executive Director, which has been determined and approved by the Board having considered his responsibilities and duties, the Company's remuneration policy and the prevailing market standards.

Each of Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang has confirmed that he/she meets the independence guidelines as set out in Rule 3.13 of the Listing Rules.

None of Mr. Meng Yan, Mr. Wu Ying-Cheng, Mr. Chen Han-Yang, Mr. Yang Li, Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, none of Mr. Meng Yan, Mr. Wu Ying-Cheng, Mr. Chen Han-Yang, Mr. Yang Li, Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang have any interests or underlying Shares of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, there are no other matters concerning any of Mr. Meng Yan, Mr. Wu Ying-Cheng, Mr. Chen Han-Yang, Mr. Yang Li, Ms. Su Yen-Hsueh, Mr. Tsai Chen-Lung and Mr. Luo Zhenbang that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules.

- 32 -

NOTICE OF EGM

Cowell e Holdings Inc.

高偉電子控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1415)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Cowell e Holdings Inc. (the "Company") will be held at Strategic Public Relations Group Limited, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 5 May 2021 at 10 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as an ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT:

conditional upon The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares (the "Shares") of US$0.004 each in the share capital of the Company falling to be allotted and issued pursuant to the share option scheme (the "New Share Option Scheme"), the terms of which are set out in the document marked "A" which has been produced to this meeting and signed by the chairman of this meeting for the purpose of identification, the rules of the New Share Option Scheme be and are hereby approved and adopted and the directors of the Company be and are hereby authorised to grant options and to allot, issue and deal in the Shares as may be required to be allotted and issued upon the exercise of any option granted thereunder and to take all such steps as they may consider necessary or expedient to implement the New Share Option Scheme;
the aggregate number of Shares to be allotted and issued pursuant to (a), together with any issue of Shares upon the exercise of any options granted under any other share option schemes of the Company as may from time to time adopted by the Company, shall not exceed 10 per cent. of the Shares in issue as at the date of passing of this resolution;
the existing share option scheme of the Company adopted on 4 February 2015 (the "Existing Share Option Scheme") be and is hereby terminated upon the New Share Option Scheme coming into effect; and

- 33 -

NOTICE OF EGM

any one director ("Director") of the Company be and is hereby authorised to do all such further acts and things and execute all such further documents and take all steps which in his/her opinion may be necessary, desirable or expedient to implement and/or give effect to the New Share Option Scheme and the transactions contemplated thereunder, and to approve any changes and amendments thereto as he/she may consider to be necessary, desirable or expedient for and on behalf of the Company."

2. "THAT:

to re-elect Mr. Meng Yan as executive Director;
to re-elect Mr. Wu Ying-Cheng as executive Director;
to re-elect Mr. Chen Han-Yang as non-executive Director;
to re-elect Mr. Yang Li as non-executive Director;
to re-elect Ms. Su Yen-Hsueh as independent non-executive Director;
to re-elect Mr. Tsai Chen-Lung as independent non-executive Director;
to re-elect Mr. Luo Zhenbang as independent non-executive Director; and
to authorise the board of Directors to fix the Directors' remuneration."

By order of the Board

Cowell e Holdings Inc.

Meng Yan

Chairman

Hong Kong, 20 April 2021

- 34 -

	NOTICE OF EGM
Registered office:	Principal place of business
PO Box 309	in Hong Kong
Ugland House	Suite 3208-9
Grand Cayman	32/F, Tower 6
KY1-1104	The Gateway
Cayman Islands	9 Canton Road
	Tsimshatsui
	Kowloon
	Hong Kong

Notes:

Any member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company.
To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited at the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event no later than 48 hours before the time appointed for holding the EGM (i.e. 3 May 2021 at 10 a.m. (Hong Kong Time)) or any adjournment thereof.
For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from 30 April 2021 to 5 May 2021, both dates inclusive, during which period no transfers of shares of the Company will be registered. In order to qualify for attending and voting at the EGM, shareholders must complete and lodge all transfer documents accompanied by the relevant share certificates with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 29 April 2021.
Where there are joint holders of a share of the Company, any one of such holders may vote at the EGM either personally or by proxy in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so presents whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

- 35 -

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Cowell e Holdings Inc. published this content on 19 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2021 01:09:05 UTC.

Market Closed - Hong Kong S.E. Other stock markets 04:08:20 2024-04-26 am EDT			5-day change	1st Jan Change
17.54 ^HKD	+2.10%		+13.31%	-23.90%

Mar. 22	Cowell e Holdings' 2023 Profit Nearly Halves as Revenue Slides	MT
Mar. 21	Cowell e Holdings Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	CI

Cowell e Holdings' 2023 Profit Nearly Halves as Revenue Slides	Mar. 22	MT
Cowell e Holdings Inc. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 21	CI
Cowell to Hike Caps for 2023 Supply, Purchase Agreements	Nov. 13	MT
Cowell E's Profit Drops in H1; Shares Up 3%	23-08-11	MT
Cowell e Holdings Inc. Reports Earnings Results for the Half Year Ended June 30, 2023	23-08-10	CI
Cowell e Holdings Inc. Reports Earnings Results for the Full Year Ended December 31, 2022	23-03-23	CI
Cowell e Holdings' H1 Net Profit Rises to $31 Million; Shares Slip 4%	22-08-12	MT
Cowell e Holdings Inc. Reports Earnings Results for the Half Year Ended June 30, 2022	22-08-11	CI
Cowell e Holdings Inc. Reports Earnings Results for the Full Year Ended December 31, 2021	22-03-24	CI
Cowell E Holdings Inc Announces Change of the Principal Place of Business in Hong Kong	21-12-28	CI
Cowell E : to Grant over 17 Million Share Options to Certain Employees	21-10-18	MT
Cowell E : Posts Lower Net Profit in H1	21-09-10	MT
Cowell e Holdings Inc. Announces Unaudited Consolidated Earnings Results for the Six Months Ended June 30, 2021	21-08-12	CI
Cowell e Holdings Inc. Announces Directorate Changes	21-07-26	CI
Cowell e : to Grant 45.5 Million Share Options to CEO, Certain Directors, Employees	21-05-26	MT
Cowell e Holdings Inc. Announces Consolidated Earnings Results for the Year Ended December 31, 2020	21-03-25	CI
Cowell e Holdings Inc. Not Recommends the Final Dividend for the Year Ended 31 December, 2020	21-03-25	CI
Cowell e : Revamps Senior Leadership Following Luxvisions' Takeover	21-02-28	MT
Cowell e Holdings Inc. Announces Changes in Chief Executive Officer, Effective March 1, 2021	21-02-26	CI
Cowell e Holdings Inc. Announces Changes in Chief Financial Officer, Effective March 1, 2021	21-02-26	CI
Cowell e Holdings Inc. Announces Management Appointments, Effective March 1, 2021	21-02-26	CI
Cowell e : Luxvisions Innovation Closes Takeover of Cowell with Nearly 63% Stake	21-02-18	MT
Cowell e : Shares Jump 7% as Takeover Offer for Company Becomes Unconditional	21-02-05	MT
Cowell e : Sets Deadline for Shareholders to Accept $348 Million Takeover Offer	21-01-15	MT
Cowell e Holdings Inc. Announces Board Changes	21-01-14	CI

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Cowell e Holdings Inc.

Equities

1415

KYG248141163

Electronic Equipment & Parts

Cowell e : (1) TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME; (2) PROPOSED RE-ELECTION OF DIRECTORS AND (3) NOTICE OF EXTRAORDINARY GENERAL MEETING

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