Alltronics Holdings Limited — Proxy Solicitation & Information Statement 2022

Sep 29, 2022

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

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

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

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

The notice convening the EGM to be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 20 October 2022 at 11:00 a.m. is set out on pages 13 to 14 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://www.irasia.com/listco/hk/alltronics/).

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 11:00 a.m. on Tuesday, 18 October 2022) 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 if you so wish.

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

30 September 2022

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “Articles of Association”

the articles of association of the Company (as amended from time to time)

• “Board” the board of Directors

• “Business Day”

• a day (other than a Saturday, Sunday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted or “extreme conditions” caused by super typhoons as announced by the Government of Hong Kong in force in Hong Kong between 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “CCASS”

• the Central Clearing and Settlement System operated by the HKSCC

• “CCASS Operational Procedures”

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• “Change in Board Lot Size”

• the proposed change in board lot size for trading on the Stock Exchange from 1,000 Existing Shares to 4,000 Consolidated Shares upon Share Consolidation becoming effective

• “Company” Alltronics Holdings Limited, a company incorporated in the Cayman Islands with limited liability and Shares of which are listed on the Main Board of the Stock Exchange (stock code: 833)

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.02 each in the share capital of the Company upon the Share Consolidation becoming effective

• “Director(s)”

• the director(s) of the Company

– 1 –

DEFINITIONS

• “EGM” the extraordinary general meeting of the Company to be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 20 October 2022 at 11:00 a.m., to consider and, if thought fit, approve the Share Consolidation, the notice of which is set out on pages 13 to 14 of this circular

• “Existing Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company prior to the Share Consolidation becoming effective

• “General Rules of CCASS” the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• “Group” the Company and its subsidiaries

• “Guide on Trading Arrangements”

• The “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong from time to time

• “HKSCC”

• Hong Kong Securities Clearing Company Limited

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date” 23 September 2022, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Share(s)”

• the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• “Share Consolidation”

• the proposed consolidation of every two (2) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company

– 2 –

DEFINITIONS

“Share Option(s)”	share option(s) granted under the Share Option Scheme
	entitling the holders thereof to subscribe for Share(s)
“Share Option Scheme”	the share option scheme adopted by the Company on 7 June
	2016
“Shareholder(s)”	registered holder(s) of the issued Shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

– 3 –

EXPECTED TIMETABLE

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

Events

Time and Date 2022

• Latest date and time for lodging transfer documents in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 14 October

Closure of register of members for the entitlement to attend and vote at the EGM . . . . . . . . . Monday, 17 October to Thursday, 20 October (both days inclusive) Latest date and time for lodging forms of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 18 October Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 20 October Publication of the announcement of voting results of the EGM . . . . . . . . Thursday, 20 October

The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular:

Expected effective date of the Share Consolidation . . . . . . . . . . . . . . . . . Monday, 24 October First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . Monday, 24 October Commencement of dealings in Consolidated Shares.. . . . . . . 9:00 a.m. on Monday, 24 October

Original counter for trading in the Existing Shares in board lots of 1,000 Existing Shares (in the form of existing share certificates in light blue colour) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 24 October Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates in light blue colour) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 24 October Original counter for trading in the Consolidated Shares in board lots of 4,000 Consolidated Shares (in the form of new share certificates in yellow colour) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 November

– 4 –

EXPECTED TIMETABLE

Parallel trading in the Consolidated Shares
(in the form of new share certificates in
yellow colour and existing share certificates in
light blue colour) commences . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 November
Designated broker starts to stand in the market to
provide matching services for odd lots of
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 November
Designated broker ceases to stand in the market to
provide matching services for odd lots of
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 25 November
Temporary counter for trading in the Consolidated
Shares in board lots of 500 Consolidated Shares
(in the form of existing share certificates in light
blue colour) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 November
Parallel trading in the Consolidated Shares
(in the form of new share certificates in
yellow colour and existing share certificates in
light blue colour) ends . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Friday, 25 November
Last day for free exchange of existing share
certificates for new share certificates for
the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 29 November

All times and dates specified in the timetable above refer to Hong Kong times and dates.

– 5 –

LETTER FROM THE BOARD

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

Executive Directors: Mr Lam Yin Kee (Chairman) Mr Lam Chee Tai, Eric (Chief Executive) Ms Yeung Po Wah Mr So Kin Hung Ms Lam Oi Yan, Ivy

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Non-executive Director: Mr Fan, William Chung Yue

Independent non-executive Directors: Mr Pang Kwong Wah Mr Yau Ming Kim, Robert Mr Yen Yuen Ho, Tony Mr Lin Kam Sui

Principal place of business in Hong Kong: Unit 408, 4/F Citicorp Centre 18 Whitfield Road Hong Kong

30 September 2022

To the Shareholders

Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION, PROPOSED CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 30 August 2022 in relation to, among other matters, the proposed Share Consolidation and proposed Change in Board Lot Size.

The purpose of this circular is to provide you with details of the proposed Share Consolidation, the proposed Change in Board Lot Size, and the notice of the EGM.

– 6 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every two (2) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of par value of HK$0.02.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions being fulfilled:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

2. the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and

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

The Share Consolidation is expected to become effective on the second Business Day immediately following the fulfillment of the above conditions (i.e. 24 October 2022).

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

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Shares of par value of HK$0.01 each, of which 946,116,360 Existing Shares have been issued as fully paid or credited as fully paid. Assuming no further Shares will be allotted, issued or repurchased from the Latest Practicable Date up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 473,058,180 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK$100,000,000 but will be divided into 5,000,000,000 Consolidated Shares of HK$0.02 each. The Company does not have any outstanding Share Options and no derivatives, warrants or other securities in issue which are convertible or exchangeable into Shares as at the Latest Practicable Date.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid.

– 7 –

LETTER FROM THE BOARD

Implementation of the Share Consolidation will not, of itself, alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests of the Shareholders, except for the payment of the related expenses. The Share Consolidation does not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any paid-up capital of the Company nor will it result in any change in the relative rights of the Shareholders, save for any fractional Consolidated Shares which may arise. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.

Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares in issue upon the Share Consolidation becoming effective and the Consolidated Shares which may be issued pursuant to the exercise of the options which may be granted under the Share Option Scheme.

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

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

Fractional entitlement to the Consolidated Shares

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

Odd lot arrangements

In order to facilitate the trading of odd lots (if any) arising from the Share Consolidation, the Company has appointed Sinopac Securities (Asia) Limited as its agent to provide matching service, on a best effort basis, for the sale and purchase of odd lots of the Consolidated Shares arising from the Share Consolidation.

– 8 –

LETTER FROM THE BOARD

Shareholders who wish to take advantage of this facility either to dispose of their odd lots of the Consolidated Shares or top up to a full board lot may, directly or through their brokers, contact Sinopac Securities (Asia) Limited at 7th Floor, Lee Garden Three, 1 Sunning Road, Causeway Bay, Hong Kong or by phone at (852) 2586 8324 during office hours from 9:00 a.m. on Monday, 7 November 2022 to 4:00 p.m. on Friday, 25 November 2022. Shareholders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best effort basis. Successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Should the Share Consolidation become effective, Shareholders may, during the period from Monday, 24 October 2022 to Tuesday, 29 November 2022 (both days inclusive), submit existing share certificates in light blue colour for the Existing Shares to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for exchange, at the expense of the Company, for new share certificates in yellow colour for the Consolidated Shares.

Thereafter, share certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever the number of share certificates involved is higher.

Subject to and upon the Share Consolidation becoming effective, after 4:10 p.m. on Friday, 25 November 2022, trading will only be in Consolidated Shares which share certificates will be issued in yellow colour. Existing share certificates in light blue colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will continue to be good evidence of legal title and may be exchanged for share certificates for the Consolidated Shares at any time at the expense of the Shareholders.

Adjustments in relation to other securities of the Company

Under the relevant terms and conditions of the Share Option Scheme, the Share Consolidation may lead to adjustments to the number of shares falling to be issued, the method of exercise of the share options and the exercise price upon exercise of the Share Options pursuant to the terms thereof. Since the adoption date of the Share Option Scheme and up to the Latest Practicable Date, no Share Option has been granted by the Company under the Share Option Scheme. The Company will make further announcement(s) as and when appropriate on any adjustments to be made as a result of the Share Consolidation to the exercise price and the aggregate number of Shares to be allotted and issued upon exercise of the subscription rights attaching to any of the share options under the Share Option Scheme.

Save as disclosed above, as at the Latest Practicable Date, the Company has no outstanding options, derivatives, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

– 9 –

LETTER FROM THE BOARD

PROPOSED CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 1,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 1,000 Existing Shares to 4,000 Consolidated Shares per board lot, conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.26 per Existing Share (equivalent to the theoretical closing price of HK$0.52 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$260; (ii) the value of each board lot of 4,000 Consolidated Shares would be HK$2,080 on the assumption that the Share Consolidation and the Change in Board Lot Size become effective.

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

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

The Company believes that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, in particular to institutional investors, and thus further broaden the shareholder base of the Company.

According to the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by the Stock Exchange on 28 November 2008 and updated on 1 October 2020, taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000. Based on the closing price of HK$0.26 per Existing Share and board lot size of 1,000 Existing Shares as at the Latest Practicable Date, the existing board lot value is HK$260, which is lower than HK$2,000. The Board considers that after the Share Consolidation (resulting in a theoretical price of HK$0.52 per Consolidated Share) and the change in board lot size to 4,000 Consolidated Shares became effective, the estimated board lot value will be HK$2,080. In view of the trading prices of the Existing Shares at the level of below HK$2.00 and the value per existing board lot of being less than HK$2,000 during the past two years, the Board considers that the proposed Share Consolidation would bring about a corresponding upward adjustment in the market price of the Consolidated Shares, which together with the Change in Board Lot Size would enable the Company to comply with the trading requirements under the Listing Rules and reduce the overall transaction and handling costs of dealings in the Consolidated Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge minimum transaction costs for each securities transaction.

– 10 –

LETTER FROM THE BOARD

The Board considers that the Share Consolidation would maintain the transaction amount for each board lot at a reasonable level in order to attract more investors and extend the base of the Shareholders, and thus provide flexibility for equity fund raising of the Company in the future. Accordingly, the Company considers the Share Consolidation and Change of Board Lot Size are justifiable, notwithstanding the costs incurred by the Company and the impact arising from the creation of odd lots to the Shareholders. The Directors further considered that if the basis of share consolidation is too high, it may result in substantial reduction in the number of issued shares of the Company or substantial increase in the theoretical share price to such an extent which may affect the trading liquidity of the shares in the market or may affect future fund raising activities or corporate actions of the Company. The Directors considered that the basis of two Existing Shares consolidated into one Consolidated Share is reasonable. The Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has no current plans for, or intention to conduct, any other corporate actions (such as share consolidation, sub-division or change in board lot size) which may have an effect of undermining or negating the intended purpose of the Share Consolidation in the next twelve months. The Company does not have any current intention or plan to conduct any equity fund raising activity in the next twelve months. However, the Company is from time to time looking for strategic investors to broaden their investor base and will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

EXTRAORDINARY GENERAL MEETING

The notice of the EGM is set out on pages 13 to 14 of this circular. At the EGM, an ordinary resolution will be proposed to approve the Share Consolidation. Pursuant to the Listing Rules and the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the meeting decides to allow a resolution to be voted by a show of hands pursuant to the Listing Rules. An announcement on the poll results will be published by the Company after the EGM in the manner prescribed under the Listing Rules.

To the best knowledge of the Directors, no Shareholders have a material interest in the Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the EGM.

A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (https://www.hkexnews.hk) and the Company (https://www.irasia.com/listco/hk/alltronics/). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the EGM (i.e. not later than 11:00 a.m. on Tuesday, 18 October 2022) or any adjournment thereof (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish.

– 11 –

LETTER FROM THE BOARD

Closure of register of members

To ascertain the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 17 October 2022 to Thursday, 20 October 2022, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the entitlement to attend and vote at the EGM, all transfer of Shares accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong by 4:30 p.m. on Friday, 14 October 2022 (Hong Kong time).

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 Group. 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.

RECOMMENDATION

The Directors consider that the proposed Share Consolidation and proposed Change in Board Lot Size are 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 resolution to be proposed at the EGM in relation to the Share Consolidation.

Yours faithfully, For and on behalf of the Board Alltronics Holdings Limited Lam Yin Kee

Chairman

– 12 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

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ALLTRONICS HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 833)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Alltronics Holdings Limited (the “ Company ”) will be held at Unit 408, 4/F, Citicorp Centre, 18 Whitfield Road, Hong Kong on Thursday, 20 October 2022 at 11:00 a.m. for the following purposes of considering and, it thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT subject to the fulfilment of all the conditions (the “ Conditions ”) set out in the section headed “Conditions of the Share Consolidation” in the circular of the Company dated 30 September 2022, a copy of which has been tabled at the meeting marked “A” and initialled by the chairman of the meeting for the purpose of identification, with effect from the second Business Day immediately following the date on which this resolution is passed or the Conditions are fulfilled (whichever is later):

2. (a) the every two (2) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company (the “ Existing Shares ”) be consolidated into one (1) ordinary share of par value of HK$0.02 each (the “ Consolidated Share(s) ”) (the “ Share Consolidation ”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the constitutional documents of the Company so that following the Share Consolidation the authorised share capital of the Company will be changed from HK$100,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.01 each to HK$100,000,000 divided into 5,000,000,000 Consolidated Shares of par value of HK$0.02 each;

3. (b) all fractional entitlements (if any) to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Directors ”) may think fit; and

– 13 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) any one of the Directors be and is hereby authorised generally to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he or she considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.”

By Order of the Board Alltronics Holdings Limited Lam Yin Kee Chairman

Hong Kong, 30 September 2022

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution to be voted by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy, or if a shareholder who is the holder of two or more shares may appoint more than one proxy to attend and vote instead of him/her/it. A proxy needs not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her/it.

3. In order to be valid, the form of proxy and, if requested by the board of directors of the Company, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM (i.e. not later than 11:00 a.m. on Tuesday, 18 October 2022) or any adjournment thereof. Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Monday, 17 October 2022 to Thursday, 20 October 2022, both dates inclusive, during which period no transfer of share(s) of the Company will be registered. In order to be eligible to attend and vote at the EGM, unregistered holder(s) of share(s) of the Company shall ensure that all transfer document(s) accompanied by the relevant share certificate(s) must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, 14 October 2022.

5. References to time and dates in the Notice are to Hong Kong time and dates.

As at the date of this Notice, Mr Lam Yin Kee, Mr Lam Chee Tai, Eric, Ms Yeung Po Wah, Mr So Kin Hung and Ms Lam Oi Yan, Ivy are the executive Directors of the Company, Mr Fan, William Chung Yue is the non-executive Director of the Company, and Mr Pang Kwong Wah, Mr Yau Ming Kim, Robert, Mr Yen Yuen Ho, Tony and Mr Lin Kam Sui are the independent non-executive Directors of the Company.

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