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Affluent Foundation Holdings Limited Proxy Solicitation & Information Statement 2026

Jan 13, 2026

50147_rns_2026-01-13_4dd3f1d7-d8da-4d47-bb5b-686d1ecd361e.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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

If you have sold or transferred all your shares in Affluent Foundation Holdings Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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Affluent Foundation Holdings Limited

俊裕地基集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1757)

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EGM

A letter from the Board is set out on pages 2 to 4 of this circular. A notice convening an EGM to be held at Room 203, Tower A, Guanlan Jieshun Technology Center, Guanhu Sub-district, Longhua District, Shenzhen City, Guangdong Province, PRC, on Wednesday, 28 January 2026 at 10:00 a.m. is set out on pages 5 to 6. A form of proxy for the EGM is enclosed.

Whether or not you are able to attend the EGM, you are requested to complete the accompanying form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you wish.

13 January 2026


CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 2
NOTICE OF EGM ... 5

  • i -

DEFINITIONS

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

“Board” the board of Directors of the Company

“Company” Affluent Foundation Holdings Limited (傢裕地基集團有限公司), an exempted company incorporated in the Cayman Islands with limited liability whose Shares are listed on the main board of the Stock Exchange (stock code: 1757)

“Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be convened on Wednesday, 28 January 2026, for the Shareholders to consider and, if thought fit, approve the Proposed Change of Company Name

“Group” the Company and its subsidiaries

“Hong Kong” the Hong Kong Special Administrative Region of the PRC

“Latest Practicable Date” 9 January 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

“Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“PRC” the People’s Republic of China which, for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Proposed Change of Company Name” the proposed change of the English name of the Company from “Affluent Foundation Holdings Limited” to “Global Chinese Business Club” and its Chinese name from “傢裕地基集團有限公司” to “環球華商俱樂部”

“Share(s)” ordinary share(s) of the Company with a nominal value of HK$0.01 each

“Shareholders” the shareholders of the Company

“Stock Exchange” The Stock Exchange of Hong Kong Limited

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

  • 1 -

LETTER FROM THE BOARD

Affluent Foundation Holdings Limited

俊裕地基集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1757)

Executive Directors:
Mr. Zhou Zhenlin
Mr. Chan Siu Cheong
Mr. Sin Ka Pong
Ms. Chan Mei Po

Registered Office:
Windward 3, Regatta Office Park
PO Box 1350
Grand Cayman KY1-1108
Cayman Islands

Independent Non-Executive Directors:
Mr. Ho Chi Wai
Mr. Cheung Kwok Yan Wilfred
Mr. Lau Leong Ho

Principal Place of Business
in Hong Kong:
Unit 903–905, 9/F
The Octagon
No. 6 Sha Tsui Road
Tsuen Wan
New Territories
Hong Kong

13 January 2026

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF EGM

INTRODUCTION

Reference is made to the announcement of the Company dated 7 January 2026 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with information in respect of the Proposed Change of Company Name and to give you the notice of the EGM.

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “Affluent Foundation Holdings Limited” to “Global Chinese Business Club” and its Chinese name from “俊裕地基集團有限公司” to “環球華商俱樂部”.

  • 2 -

LETTER FROM THE BOARD

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name will be subject to the following conditions:

(i) the passing of a special resolution by the Shareholders at the EGM approving the Proposed Change of Company Name; and

(ii) the approval being granted by the Registrar of Companies in the Cayman Islands for the Proposed Change of Company Name.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after passing of the special resolution at the EGM. Subject to satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and Chinese name of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the existing name and issues a certificate of incorporation on change of name. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong.

Effects of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be evidence of title to the Shares and continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates in red colour for new share certificates in green colour bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, any new share certificates will be issued under the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the new stock short name of the Company, if applicable, under which the Shares will be traded on the Stock Exchange and the new website of the Company will be changed after the Proposed Change of Company Name has become effective.

Reasons for the Proposed Change of Company Name

The Board is of the view that the proposed change of name of the Company to Global Chinese Business Club will better reflect the Group's strategic direction and its intention to broaden and diversify its business scope. The Board believes that the proposed change of name is expected to facilitate the identification of the Group in the market and support the Group's future business development, while the Group will continue to focus on its existing principal business and prudently explore new business opportunities as and when appropriate.


LETTER FROM THE BOARD

EGM

As at the Latest Practicable Date, as no Shareholders had a material interest in the Proposed Change of Company Name, no Shareholders will be required to abstain from voting on the resolution to approve the Proposed Change of Company Name.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll save that the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolution set out in the notice of EGM will be taken by way of poll.

A form of proxy for use at the EGM is enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the EGM or any adjourned meeting if you so wish.

Further announcement(s) will be made as and when appropriate in relation to, among other things, the results of the EGM, the effective date of the Proposed Change of Company Name and the new English stock short name and Chinese stock short name for trading in the securities of the Company on the Stock Exchange.

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors consider that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the EGM.

By order of the Board

Affluent Foundation Holdings Limited

Zhou Zhenlin

Chairman and Executive Director


NOTICE OF EGM

Affluent Foundation Holdings Limited

俊裕地基集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1757)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Affluent Foundation Holdings Limited (the “Company”) will be held at Room 203, Tower A, Guanlan Jieshun Technology Center, Guanhu Sub-district, Longhua District, Shenzhen City, Guangdong Province, PRC, on Wednesday, 28 January 2026 at 10:00 a.m., for the purpose of considering and, if thought fit, passing the following resolution:

As Special Resolution:

“THAT Subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from “Affluent Foundation Holdings Limited” to “Global Chinese Business Club” and the Chinese name “環球華商俱樂部” be adopted and registered as the Chinese name the Company in place of its existing Chinese name “俊裕地基集團有限公司” (“Proposed Change of Company Name”) with effect from the date of registration as set out in the certificate of incorporation on change of name issued by the Registrar of Companies in the Cayman Islands, and that any one or more directors of the Company or the secretary of the Company be and is hereby authorized to do all such acts and things and execute all such documents, including under seal where appropriate, which he/she may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Proposed Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board

Affluent Foundation Holdings Limited

Zhou Zhenlin

Chairman and Executive Director

Hong Kong, 13 January 2026

Notes:

  1. Voting at the EGM will be taken by poll as required under the Listing Rules.

  2. The record date for the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the EGM is Wednesday, 28 January 2026. The register of members of the Company will be closed from Friday, 23 January 2026 to Wednesday, 28 January 2026 (both days inclusive), during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the EGM, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Thursday, 22 January 2026.


NOTICE OF EGM

  1. Any member entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the meeting of the Company. A proxy need not be a member of the Company.

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

  3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

  4. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  6. The English text of this notice of the EGM shall prevail over the Chinese text in case of inconsistency.

  7. If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" caused by super typhoons is in force at or at any time after 7:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the Company's website at http://www.hcho.com.hk and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Zhou Zhenlin, Mr. Chan Siu Cheong, Mr. Sin Ka Pong and Ms. Chan Mei Po; and three independent non-executive Directors, namely Mr. Ho Chi Wai, Mr. Cheung Kwok Yan Wilfred and Mr. Lau Leong Ho.

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