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Anchorstone Holdings Limited — Proxy Solicitation & Information Statement 2025
Oct 2, 2025
50025_rns_2025-10-02_9bfac2c2-ff82-4325-ae50-81175dacdf14.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about this circular or as to the action to be taken, you should consult a stockbroker or their registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Anchorstone 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, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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.
ANDFORSONE
Anchorstone Holdings Limited
基石控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1592)
PROPOSED SHARE CONSOLIDATION AND
CHANGE IN BOARD LOT SIZE
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Financial Adviser to the Company
VEDA | CAPITAL
智略资本
A notice convening the extraordinary general meeting (the “EGM”) of Anchorstone Holdings Limited (the “Company”) to be held at Unit 1501–02, 15/F., Delta House, No. 3 On Yiu Street, Shatin, New Territories, Hong Kong on Wednesday, 22 October 2025 at 11:00 a.m. is set out on pages 12 to 14 of this circular. A form of proxy for use at the EGM is enclosed with this circular.
Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of 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 of the EGM or any adjournment thereof. 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 should you so wish and, in such event, the form of proxy shall be deemed to be revoked.
3 October 2025
CONTENTS
Pages
Definitions 1
Expected Timetable 3
Letter from the Board 5
Notice of Extraordinary General Meeting 12
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Announcement"
the announcement of the Company dated 25 September 2025 in relation to the proposed Share Consolidation and Change in Board Lot Size
"Board"
the board of Directors
"Business Day(s)"
any day (other than a Saturday or Sunday or public holiday or a day on which a typhoon signal no. 8 or above or "extreme conditions" caused by super typhoons or black rainstorm signal is hoisted in Hong Kong between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours
"CCASS"
the Central Clearing and Settlement System established and operated by 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 amended from time to time
"Change in Board Lot Size"
the proposed change in board lot size of the Shares for trading on the Stock Exchange from 5,000 Existing Shares to 10,000 Consolidated Shares
"Company"
Anchorstone Holdings Limited, 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 (Stock Code: 1592)
"Consolidated Share(s)"
ordinary share(s) of HK$0.10 each in the share capital of the Company after the Share Consolidation becomes effective
"Director(s)"
the director(s) of the Company
"Existing Share(s)"
ordinary share(s) of HK$0.01 each in the existing share capital of the Company before the Share Consolidation becomes effective
- 1 -
DEFINITIONS
“Extraordinary General Meeting”/”EGM”
the extraordinary general meeting of the Company to be held at Unit 1501-02, 15/F., Delta House, No. 3 On Yiu Street, Shatin, New Territories, Hong Kong on Wednesday, 22 October 2025 at 11:00 a.m., to consider and, if appropriate, to approve the Share Consolidation and the matters contemplated thereunder
“General Rules of CCASS”
the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures
“Group”
the Company together with its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”
Hong Kong Securities Clearing Company Limited
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”
30 September 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
“Listing Rules”
the Rule Governing the Listing of Securities on the Stock Exchange
“PRC”
the People’s Republic of China
“Share(s)”
the Existing Share(s) or as the context may require, the Consolidated Share(s)
“Share Consolidation”
the proposed consolidation of every ten (10) issued and unissued Existing Shares in the share capital of the Company into one (1) Consolidated Share in the share capital of the Company
“Shareholder(s)”
the holder(s) of the issued Share(s) and/or the Consolidated Share(s), as the case may be
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Trading Day(s)”
a day on which trading of the Shares is conducted on the Stock Exchange in accordance with the rules and regulations of the Stock Exchange promulgated from time to time
– 2 –
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 in this circular refer to Hong Kong local times and dates.
| Event | Time and Date |
|---|---|
| Latest time and date for lodging transfer documents | |
| in order to qualify for attending and voting at the EGM | 4:30 p.m. on |
| Wednesday, 15 October 2025 | |
| Closure of the register of members of the Company | |
| (both days inclusive) | Thursday, 16 October 2025 to |
| Wednesday, 22 October 2025 | |
| Latest time and date for lodging the proxy form | |
| for the EGM | 11:00 a.m. on |
| Monday, 20 October 2025 | |
| Record date | Wednesday, 22 October 2025 |
| Time and date of the EGM | 11:00 a.m. on |
| Wednesday, 22 October 2025 | |
| Publication of announcement on poll results of the EGM | Wednesday, 22 October 2025 |
The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation and the Change in Board Lot Size as set out in this circular.
Effective date of the Share Consolidation. Friday, 24 October 2025
First day of free exchange of existing share certificates
for new share certificates for the Consolidated Shares. Friday, 24 October 2025
Dealings in Consolidated Shares commences. 9:00 a.m. on
Friday, 24 October 2025
Original counter for trading in the Existing Shares
in board lots of 5,000 Existing Shares
(in the form of existing share certificates) temporarily closes. 9:00 a.m. on
Friday, 24 October 2025
Temporary counter for trading in the Consolidated Shares
in board lots of 500 Consolidated Shares
(in the form of existing share certificates) opens. 9:00 a.m. on
Friday, 24 October 2025
- 3 -
EXPECTED TIMETABLE
Original counter for trading in the Consolidated Shares
in board lots of 10,000 Consolidated Shares
(in the form of new share certificates) re-opens ... 9:00 a.m. on
Monday, 10 November 2025
Parallel trading in the Consolidated Shares
(in the form of new share certificates and
existing share certificates) commences... 9:00 a.m. on
Monday, 10 November 2025
Designated broker starts to stand in the market
to provide matching services for odd lots
of the Consolidated Shares... 9:00 a.m. on
Monday, 10 November 2025
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, 28 November 2025
Temporary counter for trading in the Consolidated Shares
in board lots of 500 Consolidated Shares
(in the form of existing share certificates) closes... 4:10 p.m. on
Friday, 28 November 2025
Parallel trading in the Consolidated Shares
(in the form of new share certificates and
existing share certificates) ends ... 4:10 p.m. on
Friday, 28 November 2025
Last day and time for free exchange of existing share
certificates for new share certificates
for the Consolidated Shares... 4:30 p.m. on
Tuesday, 2 December 2025
- 4 -
LETTER FROM THE BOARD
ANCHORSTONE
Anchorstone Holdings Limited
墓石控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1592)
Executive Directors:
Mr. Lui Yue Yun Gary (Chairman)
Ms. Lui Natalie Po Wai
Independent Non-executive Directors:
Mr. Ko Tsz Kin
Mr. Wong Yue Fai
Ms. Ching Wan Wah Kitty
Registered Office:
Cricket Square Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Unit 1501-02,
15/F., Delta House,
No. 3 On Yiu Street,
Shatin,
New Territories,
Hong Kong
3 October 2025
To the Shareholders
Dear Sir/Madam,
PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE AND NOTICE OF EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
Reference is made to the Announcement in relation to the proposed Share Consolidation and Change in Board Lot Size. The purpose of this circular is to provide you with information regarding (i) the proposed Share Consolidation; (ii) the proposed Change in Board Lot Size; and (iii) notice convening the EGM for the purpose of considering, and if thought fit, approving the resolution(s) to be proposed.
2. PROPOSED SHARE CONSOLIDATION
The Board proposes that every ten (10) Existing Shares in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share.
LETTER FROM THE BOARD
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$50,000,000 divided into 5,000,000,000 Shares of par value of HK$0.01 each, and there are 2,412,962,811 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date up to the date of the EGM, upon the Share Consolidation becoming effective, there will be 241,296,281 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK$50,000,000 but will be divided into 500,000,000 Consolidated Shares of HK$0.10 each.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.
Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.
Conditions of the Share Consolidation
The implementation of the Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution by the Shareholders at the EGM to approve the Share Consolidation;
(ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and
(iii) the compliance with all relevant procedures and requirements under the applicable laws of Cayman Islands and the Listing Rules to effect the Share Consolidation.
The Share Consolidation is expected to become effective on Friday, 24 October 2025, being the second Business Day after the Extraordinary General Meeting, subject to the fulfilment of the above conditions. As at the Latest Practicable Date, none of the conditions precedent have been fulfilled.
Listing Application
An application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
LETTER FROM THE BOARD
Subject to the granting of the 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, 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 exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.
The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid.
Other securities of the Company
As at the Latest Practicable Date, the Company has no outstanding options, 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.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lots of 5,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 5,000 Existing Shares to 10,000 Consolidated Shares. The proposed Change in Board Lot Size is not subject to the Shareholders' approval.
Based on the closing price of HK$0.027 per Existing Share (equivalent to the theoretical closing price of HK$0.27 per Consolidated Share) as at the Latest Practicable Date, (i) the value per board lot of 5,000 Existing Shares is HK$135; (ii) the value per board lot of 500 Consolidated Shares would be HK$135 on the assumption that the Share Consolidation becomes effective; and (iii) the value per board lot of 10,000 Consolidated Shares would be HK$2,700 on the assumption that the Change in Board Lot Size has also become effective.
The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.
LETTER FROM THE BOARD
REASONS FOR THE SHARE CONSOLIDATION
Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. 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 last updated in September 2024 (the “Guide”) has further stated that market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.
In view of the prevailing trading prices of the Existing Shares, the Board proposes to implement the Share Consolidation. Based on the closing price of the Existing Shares of HK$0.027 as at the Latest Practicable Date and the current board lot size of 5,000 Existing Shares, the board lot value of the Existing Shares was HK$135. The Share Consolidation and the Change in Board Lot Size will increase the value of each new board lot. After the Share Consolidation and the Change in Board Lot Size have become effective, and based on the closing price of the Existing Shares as at the Latest Practicable Date, the theoretical market board lot value will be HK$2,700. As such, the Board considers that the Share Consolidation and the Change in Board Lot Size will 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 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 trade. In determining the ratio for the Share Consolidation and/or other alternative ratios, the Board has taken into account various factors including (i) the recent fluctuation in the trading price of the Shares; (ii) whether the Share Consolidation would achieve the purpose of complying with the Guide (i.e. meeting the expected value per board lot of at least HK$2,000) based on the closing price of the Shares on the date of the Announcement; (iii) the mitigation of the possible creation of odd lots without setting a higher consolidation ratio; and (iv) such ratio adheres to common market practices. With a corresponding upward adjustment in the trading price of the Consolidated Shares, in particular to institutional investors whose house rules might otherwise prohibit or restrict trading in securities that are priced below a prescribed floor, thereby improving the liquidity of the Consolidated Shares. Thus, the Board believes that investment in the Consolidated Shares would become more attractive to a broader range of investors, thereby improving the liquidity of the Consolidated Shares and further broadening the Shareholder base of the Company.
Although the Share Consolidation and the Change in Board Lot Size may lead to the creation of odd lots of Shares owned by the Shareholders, the Company will designate an agent to stand in the market to provide matching services for odd lots of Shares for a period of not less than three weeks, which is expected to effectively alleviate the difficulties caused by the creation of odd lots of Shares.
- 8 -
LETTER FROM THE BOARD
Save for the relevant expenses, including but not limited to professional fees and printing charge to be incurred by the Company, the implementation of the Share Consolidation and Change in Board Lot Size will have no effect on the consolidated net asset value of the Group, nor alter the underlying assets, business operations, management or the financial position of the Company or the proportionate interests of the Shareholders. For the reasons set out in the above, in particular that the proposed ratio is sufficient to increase the trading price to a level that meets the trading requirements under the Listing Rules, the Board considers the Share Consolidation and the Change in Board Lot Size are justifiable notwithstanding the potential costs and impact arising from the creation of odd lots to Shareholders. Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interest of the Company and the Shareholders as a whole.
As at the Latest Practicable Date, save for the proposed placing as announced by the Company on 19 September 2025 the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. The Directors will consider carefully the likely impact on the Shareholders before they proceed on other corporate actions.
OTHER ARRANGEMENTS
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (if any) will be disregarded and will not be issued to the Shareholders 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.
Arrangement on odd lot trading and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed China-Hong Kong Connect International Securities Limited as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, during the period from 9:00 a.m. on Monday, 10 November 2025 to 4:00 p.m. on Friday, 28 November 2025 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. James Lee at Kingston Securities Limited, 72/F, The Center, 99 Queen's Road Central, Central, Hong Kong or at telephone number: +852 2298-6228 during office hour (i.e. 9 a.m. to 5 p.m.) of such period. Shareholders who would like to match odd lots are recommended to make an appointment by dialing the telephone number of +852 2298-6228 set out above.
Holders 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 not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.
LETTER FROM THE BOARD
Exchange of certificates for Consolidated Shares
Subject to the Share Consolidation having become effective, Shareholders may during the specified period submit share certificates for Shares to the Company’s share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange for new share certificates for the Consolidated Shares in yellow colour at the expense of the Company.
Thereafter, share certificates of the 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 specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled/issued is higher.
Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Friday, 28 November 2025, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares in green colour will only remain effective as documents of title and may be exchanged for share certificates for Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.
3. EXTRAORDINARY GENERAL MEETING
The notice of the EGM is set out on pages 12 to 14 of this circular. At the EGM, an ordinary resolution will be proposed to approve the Share Consolidation and the matters contemplated thereunder. A form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Results of the poll voting will be published on the Company’s website at www.anchorstone.com.hk and the website of Stock Exchange at www.hkexnews.hk after the EGM.
In order to be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited at 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, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. The completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person at the EGM or any adjournment thereof should he/she/it so wishes and, in such event, the form of proxy shall be deemed to be revoked.
The register of members of the Company will be closed from Thursday, 16 October 2025 to Wednesday, 22 October 2025, both days inclusive, during which period no transfer of shares will be registered for the purpose of determining who will be entitled to attend and vote at the EGM. In order to be entitled to attend and vote at the EGM to be held on Wednesday, 22 October 2025, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 15 October 2025.
- 10 -
LETTER FROM THE BOARD
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where 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. Therefore, the resolution to be proposed at the EGM shall be voted by poll.
4. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
5. RECOMMENDATIONS
The Directors believe that the resolution to be proposed for consideration and approval by the Shareholders at the EGM is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all the Shareholders should vote in favour of the resolution to be proposed at the EGM as set out in the notice convening the EGM.
6. WARNING
Shareholders should take note that the Share Consolidation is conditional upon the fulfilment of certain conditions set out above. Therefore, the Share Consolidation may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional advisers.
Yours faithfully,
By order of the Board
Anchorstone Holdings Limited
Don Mun Min
Company Secretary
- 11 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
ANCHORSTONE
Anchorstone Holdings Limited
基石控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1592)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the “EGM”) of Anchorstone Holdings Limited (the “Company”) will be held at Unit 1501–02, 15/F., Delta House, No. 3 On Yiu Street, Shatin, New Territories, Hong Kong on Wednesday, 22 October 2025 at 11:00 a.m. for the following purposes:
ORDINARY RESOLUTION
- “THAT subject to and conditional upon (i) the listing committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) the compliance with the relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) to effect the Share Consolidation (as defined below), with effect from the second business day immediately following the day of passing of this resolution:
(a) every ten (10) issued and unissued ordinary shares of HK$0.01 each in the existing share capital of the Company be consolidated into one (1) ordinary share of HK$0.1 (each a “Consolidated Share”), and 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 contained in the articles of association of the Company (the “Share Consolidation”);
(b) any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholder(s) of the Company concerned, but all such fractional Consolidated Shares will be aggregated and, if possible, sold 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/or repurchased (and, if thought fit, cancelled) in such manner and on such terms as the Directors may think fit; and
- 12 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
(c) any one or more Directors be and are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as they may, in their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Share Consolidation.”
By order of the Board
Anchorstone Holdings Limited
Don Mun Min
Company Secretary
Hong Kong, 3 October 2025
Registered Office:
Cricket Square Hutchins Drive
PO Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Principal Place of Business in Hong Kong:
Unit 1501-02,
15/F., Delta House,
No. 3 On Yiu Street,
Shatin,
New Territories,
Hong Kong
Notes:
-
The register of members of the Company will be closed from Thursday, 16 October 2025 to Wednesday, 22 October 2025, both days inclusive, during which period no transfer of shares will be registered for the purpose of determining who will be entitled to attend and vote at the EGM. In order to be entitled to attend and vote at the EGM to be held on Wednesday, 22 October 2025, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 15 October 2025.
-
A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.
-
A form of proxy for use of the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish, and, in such event, the form of proxy shall be deemed to be revoked.
-
In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.
-
In the case of joint holders of Shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he was solely entitled thereto, but if more than one such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
-
13 -
NOTICE OF EXTRAORDINARY GENERAL MEETING
-
Pursuant to Rule 13.39(4) of the Listing Rules, voting for the resolution set out in this notice will be taken by poll at the above meeting.
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If tropical cyclone warning signal no. 8 or above is hoisted or “extreme conditions” caused by super typhoons or a black rainstorm warning signal is in force at 8:00 a.m. on Wednesday, 22 October 2025, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made. The meeting will be held as scheduled even when tropical cyclone warning signal no. 3 or below is hoisted, or an amber or red rainstorm warning signal is in force. You should make your own decision as to whether you would attend the meeting under bad weather conditions and if you should choose to do so, you are advised to exercise care and caution.
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