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Contel Technology Company Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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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 or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in Contel Technology Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).
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.
Contel Technology Company Limited
廉特隆科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1912)
(1) PROPOSED SHARE CONSOLIDATION; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
Financial Adviser
DL Securities (HK) Limited
Capitalised terms used in this cover page shall have the same meaning as those defined in this circular.
A notice convening the EGM to be held at Unit No. A, 13th Floor, Block 1, Leader Industrial Centre, Nos. 188-202 Texaco Road, Tsuen Wan, New Territories, Hong Kong on Wednesday, 19 November 2025 at 3:00 p.m. is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed herewith.
Whether or not you intend to attend the EGM (or any adjournment thereof), you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar and transfer office in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F, 148 Electric Road, North Point, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for holding the EGM (i.e. by 3:00 p.m. on Wednesday, 19 November 2025) 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 should you so wish and in such event the form of proxy shall be deemed to be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (https://www.conteltechnology.com).
All times and dates specified herein refer to Hong Kong local times and dates.
28 October 2025
CONTENTS
Page
EXPECTED TIMETABLE ii
DEFINITIONS 1
LETTER FROM THE BOARD 4
NOTICE OF EGM EGM-1
- i -
EXPECTED TIMETABLE
The expected timetable for the implementation of the Share Consolidation is set out below:
2025
Latest date and time for lodging transfer documents in order to qualify for attending and voting at the EGM. 4:30 p.m. on Thursday, 13 November
Closure of register of members for the entitlement to attend and vote at the EGM. Friday, 14 November to Wednesday, 19 November (both days inclusive)
Latest date and time for lodging forms of proxy for the EGM. 3:00 p.m. on Monday, 17 November
Expected date and time of the EGM. 3:00 p.m. on Wednesday, 19 November
Announcement of voting results of the EGM. Wednesday, 19 November
The following events are conditional upon the fulfillment of conditions for the implementation of the Share Consolidation as set out in this announcement. Subject to the above, the following timetable, including but not limited to, the effective date of the Share Consolidation, will remain unchanged even if that day is a severe weather trading day.
Effective date of the Share Consolidation. Friday, 21 November
First day for free exchange of existing share certificates for new share certificates for the Consolidated Shares. Friday, 21 November
Dealings in Consolidated Shares commence. 9:00 a.m. on Friday, 21 November
Original counter for trading in the Existing Shares in board lots of 5,000 Existing Shares (in the form of existing share certificates in yellow colour) temporarily closes. 9:00 a.m. on Friday, 21 November
EXPECTED TIMETABLE
Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates in yellow colour) opens. 9:00 a.m. on Friday, 21 November
Original counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new share certificates in light blue colour) re-opens 9:00 a.m. on Friday, 5 December
Parallel trading in the Consolidated Shares (in form of new share certificates in light blue colour and existing share certificates in yellow colour) commences 9:00 a.m. on Friday, 5 December
Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares 9:00 a.m. on Friday, 5 December
Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares 4:00 p.m. on Monday, 29 December
Temporary counter for trading in the Consolidated Shares in board lots of 500 Consolidated Shares (in the form of existing share certificates in yellow colour) closes 4:10 p.m. on Monday, 29 December
Parallel trading in the Consolidated Shares (in form of new share certificates in light blue colour) and existing share certificates in yellow colour) ends 4:10 p.m. on Monday, 29 December
Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares. Wednesday, 31 December
- iii -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms and expressions have the following meaning:
"Articles of Association"
the articles of association of the Company (as amended from time to time)
"associate(s)"
has the meaning ascribed to it under the Listing Rules
"Board"
the board of Directors
"Business Day"
any day (not being a Saturday, Sunday or public holiday) 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
"Company"
Contel Technology Company Limited (康特隆科技有限公司), a company incorporated in Cayman Islands, the shares of which are listed on the Stock Exchange (Stock Code: 1912)
"Consolidated Share(s)"
ordinary share(s) of par value of HK$0.10 each in the share capital of the Company after 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 convened and held at Unit No. A, 13th Floor, Block 1, Leader Industrial Centre, Nos. 188-202 Texaco Road, Tsuen Wan, New Territories, Hong Kong on Wednesday, 19 November 2025 at 3:00 p.m. to consider and, if appropriate, to approve the resolution contained in the EGM Notice which is set out on pages EGM-1 to EGM-3 of this circular, or any adjournment thereof
"Existing Share(s)"
ordinary share(s) of par value of HK$0.01 each in the share capital of the Company before the Share Consolidation becomes effective
"General Rules of CCASS"
The terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures
"Group"
the Company and its subsidiaries
"HK$"
Hong Kong dollar, the lawful currency of Hong Kong
"HKSCC"
the Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
27 October 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"Listing Committee"
has the meaning ascribed to it under the Listing Rules
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange
"Placing"
the placing of 219,620,000 Existing Shares completed on 10 October 2025 pursuant to the terms of the Placing Agreement
- 2 -
- 3 -
| DEFINITIONS | |
|---|---|
| “Placing Agreement” | the conditional placing agreement entered into between the Company and DL Securities (HK) Limited dated 22 September 2025 in relation to the Placing |
| “Registrar” | the branch share registrar of the Company in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong |
| “Share(s)” | Existing share(s) and/or Consolidated Share(s) as the case may be |
| “Share Consolidation” | the proposed consolidation of every ten (10) issued and unissued Existing Shares into one (1) Consolidated Share |
| “Shareholder(s)” | holder(s) of issued Shares |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
LETTER FROM THE BOARD
Contel Technology Company Limited
康特隆科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1912)
Executive Directors:
Mr. Lam Keung (Chairman)
Ms. Cheng Yu Pik
Independent non-executive Directors:
Mr. Chan Kwok Kuen Kenneth
Mr. Da Kun Lei Raymond
Mr. Lai Man Shun
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman
KY1-1111
Cayman Islands
Head office and principal place
of business in Hong Kong:
Unit No. A, 13th Floor, Block 1
Leader Industrial Centre
Nos. 188–202 Texaco Road
Tsuen Wan
New Territories
Hong Kong
28 October 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED SHARE CONSOLIDATION;
AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 30 September 2025 in relation to, among other matters, the Share Consolidation. The purpose of this circular is to provide you with further details of the Share Consolidation and a notice convening the EGM.
LETTER FROM THE BOARD
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares with par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) Consolidated Share with par value of HK$0.1 each.
Conditions of the Share Consolidation
The Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
(ii) the Listing Committee granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
(iii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands and the Listing Rules to effect the Share Consolidation.
Subject to the fulfillment of all the above conditions, the Share Consolidation is expected to become effective on Friday, 21 November 2025.
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$20,000,000 divided into 2,000,000,000 Existing Shares of par value of HK$0.01 each, of which 1,317,742,380 Existing Shares have been issued and are fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective, and assuming that no further Shares will be issued or repurchased prior thereto, the authorised share capital of the Company shall become HK$20,000,000 divided into 200,000,000 Consolidated Shares with par value of HK$0.1 each, of which 131,774,238 Consolidated Shares will be in issue.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other in accordance with the Articles of Association.
- 5 -
LETTER FROM THE BOARD
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 shareholdings, proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares (if any) will not be allocated to the Shareholders who may otherwise be entitled. The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Company.
The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group and that on the date the Share Consolidation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Share Consolidation would be, unable to pay its liabilities as they become due. The Share Consolidation will not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any unpaid capital of the Company nor will it result in any change in the relative rights of the Shareholders.
Listing application
An application will be made by the Company to the Listing Committee for the listing of, and the permission to deal in, the Consolidated Shares to be issued upon the Share Consolidation becoming effective.
Subject to the granting of approval for 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, 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.
None of the Existing Shares or debt securities of the Company are listed or dealt in on any other stock exchanges other than the Stock Exchange, and at the time when 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.
- 6 -
LETTER FROM THE BOARD
Board lot size
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 5,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 5,000 Consolidated Shares per board lot.
Based on the closing price of HK$0.077 per Existing Share (equivalent to the theoretical closing price of HK$0.77 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value of each board lot of 5,000 Existing Shares is HK$385; and (ii) the value of each board lot of 5,000 Consolidated Shares, assuming the Share Consolidation had already been effective, will be HK$3,850.
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares arising from the Share Consolidation, 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 existing share certificates held by such holder. Shareholders concerned about losing out on any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser and may wish to consider the possibility of buying or selling Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.
Arrangement on odd lot trading and matching services
In order to facilitate the trading of odd lots of the Consolidated Shares (if any) arising from the Share Consolidation, the Company has appointed DL Securities (HK) 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 Friday, 5 December 2025 to 4:00 p.m. on Monday, 29 December 2025, both days inclusive. Shareholders holding the Consolidated Shares in odd lots may, directly or through their brokers, contact dealing department at telephone number (+852) 3890 2966 during office hours of such period.
Shareholders holding odd lots of the Consolidated Shares (if any) 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 share certificates
Subject to the Share Consolidation becoming effective, which is currently expected to be on Friday, 21 November 2025, the Shareholders may during the period from Friday, 21 November 2025 to Wednesday, 31 December 2025 (both days inclusive) submit existing share certificates in the colour of yellow for the Existing Shares to the Registrar at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for exchange for new share certificates in the colour of light blue for the Consolidated Shares 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 is higher.
Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Monday, 29 December 2025, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares 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.
REASONS FOR THE SHARE CONSOLIDATION
Under Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01, 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 updated in September 2024 has further stated that (i) market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.
The Existing Shares have been trading below HK$0.10 and the board lot value of the Existing Shares has been traded below HK$2,000. As at the Latest Practicable Date, the closing price of HK$0.077 per Existing Shares as quoted on the Stock Exchange as at the date of the Latest Practicable Date, with a board lot size of 5,000 Existing Shares, and the existing board lot value was only HK$385, which was less than HK$2,000. Upon the Share Consolidation becoming effective, based on the closing price of HK$0.077 per Existing Share, the share price of the
LETTER FROM THE BOARD
Company would be adjusted to HK$0.77 per Consolidated Share. With a board lot size of 5,000, the estimated theoretical value of each new board lot would be HK$3,850. The Share Consolidation would thus enable the Company to comply with the trading requirements under the Listing Rules.
The Board considers that the proposed Share Consolidation would bring about a corresponding upward adjustment in the trading price per Consolidated Share on the Stock Exchange. In addition, the Share Consolidation would 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 a minimum transaction costs for each securities trade. In view of the above reasons, the Board considers that the Share Consolidation is 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 is beneficial to and in the interests of the Company and the Shareholders as a whole.
The Share Consolidation will not have any material adverse effect on the financial position of the Group nor result in a change in the relative rights of the Shareholders.
When considering the Share Consolidation, the Board has taken into account the business plan of the Company for the next twelve months. As at the date of the Latest Practicable Date, save for the Placing, 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, and the Company does not have any concrete plan to conduct any fundraising activities in the next twelve months. However, the Board will not rule out the possibility that the Company will conduct debt and/or equity fund raising exercises and/or other corporate actions when suitable fund raising opportunities arise for future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
In light of the above reasons, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.
ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY
As at the Latest Practicable Date, the Company has no outstanding derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares.
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LETTER FROM THE BOARD
GENERAL
The Share Consolidation are conditional upon satisfaction of the conditions set out in this circular. Accordingly, the Share Consolidation may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares. As at the Latest Practicable Date, none of the Directors, the controlling shareholders of the Company nor any of their respective close associates (as defined in the Listing Rules) had any interest in a business which competes or may compete, either directly or indirectly, with the business of the Group or any other conflict of interest which any such person has or may have with the Group which would be required to be disclosed pursuant to the Listing Rules.
THE EGM
The EGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation. A notice convening the EGM to be held at Unit No. A, 13th Floor, Block 1, Leader Industrial Centre, Nos. 188-202 Texaco Road, Tsuen Wan, New Territories, Hong Kong on Wednesday, 19 November 2025 at 3:00 p.m. is enclosed with this circular.
To the best knowledge, information and belief of the Directors, as at the Latest Practicable Date, none of the Shareholders has a material interest in the Share Consolidation and accordingly, no Shareholder will have to abstain from voting in respect of any resolution at the EGM.
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the EGM will be taken by poll except where the chairman 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 chairman of the EGM will demand a poll for each and every resolution put forward at the EGM pursuant to Article 66 of the Articles of Association. An announcement of the results of the poll will be published by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
CLOSURE OF REGISTER OF MEMBERS
For the purpose of determining Shareholders' entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Friday, 14 November 2025 to Wednesday, 19 November 2025 (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, Shareholders should ensure that all transfer documents, accompanied by the relevant share certificates, are lodged with the Registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong for registration not later than 4:30 p.m. on Thursday, 13 November 2025.
- 10 -
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant ordinary 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 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.
By Order of the Board
Contel Technology Company Limited
Lam Keung
Chairman
NOTICE OF EGM
Contel Technology Company Limited
康特隆科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1912)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Contel Technology Company Limited (the “Company”) will be held at Unit No. A, 13th Floor, Block 1, Leader Industrial Centre, Nos. 188–202 Texaco Road, Tsuen Wan, New Territories, Hong Kong on Wednesday, 19 November 2025 at 3:00 p.m. or at any adjournment thereof for the purpose of considering and, if thought fit, passing the following resolutions with or without amendments as ordinary resolutions of the Company:
ORDINARY RESOLUTION
“THAT: subject to and conditional upon, among other things, the granting of the approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange:
(a) every ten (10) issued shares of the Company be consolidated into one (1) share (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 in respect of ordinary shares contained in the articles of association of the Company (the “Share Consolidation”);
(b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same 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 (the “Directors”) of the Company may think fit; and
(c) any one of the Directors be and is hereby authorised to do all such acts and things, as he may in his discretion consider necessary, desirable or expedient, for the purposes of or in connection with the implementation of the Share Consolidation and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he considers necessary or expedient in his
- EGM-1 -
NOTICE OF EGM
opinion to implement and/or give effect to the Share Consolidation and the implementation of all transactions contemplated thereunder and to agree with such variation, amendment or waiver as, in his opinion, appropriate and in the interests of the Company and its shareholders as a whole.”
By order of the Board
Contel Technology Company Limited
Lam Keung
Chairman
Hong Kong, 28 October 2025
Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681, Grand Cayman
KY1-1111 Cayman Islands
Head office and principal place of business in Hong Kong:
Unit No. A, 13th Floor, Block 1
Leader Industrial Centre
Nos. 188–202 Texaco Road
Tsuen Wan
New Territories
Hong Kong
Notes:
- A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and to vote on his behalf. A proxy need not be a member of the Company. A member may appoint any number of proxies to attend in his stead.
- Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be 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.
- In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon must be deposited with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding of the EGM or any adjournment thereof. Together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority.
- 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 instrument appointing the proxy shall be deemed to be revoked.
-
Save for any resolution(s) approving the procedural and administrative matters, any voting of the EGM should be taken by poll.
-
EGM-2 -
NOTICE OF EGM
-
The register of members of the Company will be closed from Friday, 14 November 2025 to Wednesday, 19 November 2025 both days inclusive, during which period no transfer of shares of the Company can be registered. All transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, not later than 4:30 p.m. on Thursday, 13 November 2025.
-
If a Typhoon Signal No. 8 or above is hoisted or a Black Rainstorm Warning Signal is in force at or at any time after 7:30 a.m. on the date of the meeting, the meeting will be adjourned. The Company will post an announcement on the Company's website (www.conteltechnology.com) and the Stock Exchange's website (www.hkexnews.hk) to notify Shareholders of the date, time and place of the adjourned meeting. The meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.
As at the date of this notice, the Board comprises Mr. Lam Keung and Ms. Cheng Yu Pik as executive Directors; Mr. Chan Kwok Kuen Kenneth, Mr. Dan Kun Lei, Raymond and Mr. Lai Man Shun as independent non-executive Directors.
- EGM-3 -