Basic House New Life Group Limited — Proxy Solicitation & Information Statement 2024

Oct 30, 2024

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 your stockbroker, a licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in AL Group Limited (the “ Company ”), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale 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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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Financial adviser to the Company

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Capitalised terms used in this cover page shall have the same meanings as those defined in this circular, unless the context requires otherwise.

A letter from the Board is set out on pages 2 to 6 of this circular. A notice convening the EGM to be held at Room 1304, 13th Floor, Bright Way Tower, 33 Mong Kok Road, Kowloon, Hong Kong at 2:00 p.m. on Tuesday, 19 November 2024 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM or any adjournment thereof (as the case may be) is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.AL-Grp.com.

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 to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 (as the case may be).

Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

The Chinese translation of this circular is for reference only and, in case of any inconsistency, the English version shall prevail.

30 October 2024

CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and midsized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
NOTICE OF THE EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

• ii -

DEFINITIONS

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

“Board”	the board of Directors
“Company”	AL Group Limited (Stock Code: 8360), a company
	incorporated in the Cayman Islands with limited liability,
	the Shares of which are listed on GEM
“Director(s)”	the director(s) of the Company
“EGM”	an extraordinary general meeting of the Company to be
	held at Room 1304, 13th Floor, Bright Way Tower, 33
	Mong Kok Road, Kowloon, Hong Kong on Tuesday, 19
	November 2024 at 2:00 p.m. or any adjournment thereof for
	the purpose of considering, and if thought fit, approving the
	Proposed Change of Company Name, notice of which is set
	out on pages EGM-1 to EGM-3 of this circular
“GEM”	GEM of the Stock Exchange
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Proposed Change of	the proposed change of the English name of the Company
Company Name”	from “AL Group Limited” to “Basic House New Life
	Group Limited” and the proposed adoption of “簡樸新生活
	集團有限公司” as the dual foreign name in Chinese of the
	Company in place of “利駿集團(香港)有限公司”
“Share(s)”	ordinary share(s) with a par value of HK$0.1 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

• 1 -

LETTER FROM THE BOARD

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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

Executive Directors: Mr. Chan Hung Kai (Chairman) Mr. Chung Kar Ho Carol

Independent non-executive Directors

Mr. Tse Chi Shing Mr. Tse Wai Hei Mr. Tam Chak Chi

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

Headquarter and principal place of business in Hong Kong: Unit 204A, 2/F, Century Centre, 44-46 Hung To Road, Kwun Tong, Hong Kong

30 October 2024

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 22 October 2024 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with (i) further information on the Proposed Change of Company Name; and (ii) the notice of the EGM.

• 2 -

LETTER FROM THE BOARD

THE PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from “AL Group Limited” to “Basic House New Life Group Limited” and to adopt “簡樸新生活集團有限公司” as the dual foreign name in Chinese of the Company in place of “利駿集團(香港)有限公司”.

Conditions of the Proposed Change of Company Name

The Proposed Change of Company Name is 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 Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Proposed Change of Company Name will take effect on the date of issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands. The Company will then carry out the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Effects on the Proposed Change of Company Name

The Proposed Change of Company Name will not, of itself, affect any rights of the Shareholders or the Group’s daily business operations and its financial position. All existing certificates of securities in issue bearing the present name of the Company will, upon the Proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates for the new share certificates bearing the new name of the Company. Upon the Proposed Change of Company Name becoming effective, new share certificates of the Company will be issued bearing the new name of the Company.

Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities of the Company on the Stock Exchange will also be changed after the Proposed Change of Company Name becoming effective and the completion of registration and/or filing procedures in Hong Kong.

• 3 -

LETTER FROM THE BOARD

Further announcement(s) will be made by the Company 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, the new English and Chinese stock short names for trading in the securities of the Company on the Stock Exchange, and the new logo and website of the Company (if any) as and when appropriate.

Reasons for the Proposed Change of Company Name

The Company proposes to adopt the concept of “Basic House” in unwavering support of the new housing policy recently introduced by the Hong Kong Government, seeking to categorise subdivided units in residential buildings that comply with the required standards as “Basic Housing Units” (簡樸房). The Board believes that the Proposed Change of Company Name, if materialises, will enhance the Company’s corporate image and reflect the recognition of the Company as a distinguished market practitioner in the interior design and fit-out solutions industry. This shift underpins the commitment of the Company to upholding high-quality construction work, particularly its dedication to providing relevant interior design and fit-out solutions for converting substandard subdivided units in residential buildings into the Basic Housing Units that adhere to the necessary regulatory standards, thereby contributing to improved living conditions and housing accessibility.

In addition, the Group will promote the following development strategies:

1. Commitment to Increasing Quality Supply: Utilising resources from its own or other stakeholders and increasing capital investment to ensure the provision of high-quality living spaces;

2. Reducing Tenant Costs: Optimizing renovation management and operations as well as enhancing supply chain efficiency, with the aim of lowering rents and reducing the financial burden on tenants;

3. Entering into the Rental and Related Management Services Market: Contemplating the expansion of its business by entering into the real estate and the Basic Housing Units rental and related management services market through property acquisitions, subleasing, or partnerships, in order to provide more comprehensive service solutions; and

4. Contribution to the Society: Considering the use of a portion of the Group’s earnings to contribute to the Hong Kong society in the form of a social enterprise, offering assistance to individuals who are in need and participants in the Comprehensive Social Security Assistance Scheme during periods of the relevant housing policy changes, to support their essential housing costs.

In light of the above, the Board considers that the Proposed Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

• 4 -

LETTER FROM THE BOARD

GENERAL

The EGM will be held for the purpose of considering and, if thought fit, approving the special resolution for the Proposed Change of Company Name.

The notice convening the EGM to be held at Room 1304, 13th Floor, Bright Way Tower, 33 Mong Kok Road, Kowloon, Hong Kong at 2:00 p.m. on Tuesday, 19 November 2024 is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use by the Shareholders at the EGM or any adjournment thereof (as the case may be) is enclosed with this circular. Such form of proxy is also published on the respective websites of the Stock Exchange at www.hkexnews.hk and the Company at www.AL-Grp.com. 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 to the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, 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 (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except for purely procedural or administrative matters. Accordingly, the proposed resolution will be put to vote by way of poll at the EGM.

None of the Shareholders is required to abstain from voting to approve the resolution to be proposed at the EGM.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 14 November 2024 to Tuesday, 19 November 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, the Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 13 November 2024.

• 5 -

LETTER FROM THE BOARD

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 special resolution to be proposed at the EGM.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

By order of the Board AL Group Limited Chan Hung Kai Chairman and Executive Director

• 6 -

NOTICE OF EGM

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AL Group Limited 利駿集團（香港）有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8360)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of AL Group Limited (the “ Company ”) will be held at Room 1304, 13th Floor, Bright Way Tower, 33 Mong Kok Road, Kowloon, Hong Kong at 2:00 p.m. on Tuesday, 19 November 2024 for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

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 “AL Group Limited” to “Basic House New Life Group Limited” and “簡樸新生活集團有限公司” be adopted as the dual foreign name in Chinese of the Company in place of “利駿集團(香港)有限公司” (collectively, the “ Proposed Change of Company Name ”) with effect from the date of issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands, and any one director or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute such further documents, including under seal where appropriate, and take all steps which, in his/her opinion, may be 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 in the Cayman Islands and Hong Kong for and on behalf of the Company.”

By order of the Board AL Group Limited Chan Hung Kai Chairman and Executive Director

Hong Kong, 30 October 2024

• EGM - 1 -

NOTICE OF EGM

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

Headquarter and principal place of business in Hong Kong: Unit 204A, 2/F, Century Centre, 44-46 Hung To Road, Kwun Tong, Hong Kong

Notes:

1. Any shareholder(s) of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the EGM shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A Shareholder who is the holder of two or more shares of the Company (the “ Shares ”) may appoint more than one proxy to represent him/her and vote on his/her behalf. A proxy need not to be a Shareholder.

2. In order to be valid, a form of proxy together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong not less than 48 hours before the time appointed for the EGM (or any adjournment thereof).

3. For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 14 November 2024 to Tuesday, 19 November 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the EGM, the Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Hong Kong branch share registrar and transfer office of the Company, Union Registrars Limited at Suites 3301-04, 33/F., Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong for registration not later than 4:00 p.m. on Wednesday, 13 November 2024.

4. Completion and delivery of a form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any Shares, any one of such joint holder may vote, either in person or by proxy in respect of such Shares as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the EGM, 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 holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

6. Any voting at the EGM shall be taken by poll.

7. The form of proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

8. The Chinese translation of this notice is for reference only and, in case of any inconsistency, the English version shall prevail.

9. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect any time after 10:00 a.m. on the date of the EGM, the EGM will be postponed. The Company will publish an announcement on the respective websites of the Company (www.AL-Grp.com) and the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

10. EGM - 2 -

NOTICE OF EGM

As at the date of this notice, the Board comprises two executive Directors, namely, Mr. Chan Hung Kai (Chairman) and Mr. Chung Kar Ho Carol; and three independent non-executive Directors, namely, Mr. Tse Chi Shing, Mr. Tse Wai Hei and Mr. Tam Chak Chi.

• EGM - 3 -