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Flydoo Technology Holding Limited Proxy Solicitation & Information Statement 2026
51251_rns_2026-04-16_83d86737-27c8-40cf-9b17-2d30aff536de.pdf
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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Flydoo Technology Holding Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or 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.
飛道旅遊
Flydoo Technology
Flydoo Technology Holding Limited
飛道旅遊科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8069)
(1) PROPOSED SHARE CONSOLIDATION; AND
(2) NOTICE OF EXTRAORDINARY GENERAL MEETING
A letter from the Board is set out on pages 5 to 11 of this circular.
A notice convening the EGM to be held at 11:00 a.m. on Monday, 4 May 2026 at Awesome Bar & Café, Retail Portions on 1st Floor of the Commercial Podium, New Mandarin Plaza, No. 14 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.com.hk and the Company at www.flydoo.com.hk.
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 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 the 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.
16 April 2026
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate small and mid-sized 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 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 and no assurance is given that there will be a liquid market in the securities traded on GEM.
- i -
CONTENTS
Page
DEFINITIONS ... 1 EXPECTED TIMETABLE ... 3 LETTER FROM THE BOARD ... 5 NOTICE OF EGM ... EGM-1
- ii -
DEFINITIONS
In this circular, unless the context indicates otherwise, the following expressions shall have the following meanings:
"Announcement" the announcement of the Company dated 27 March 2026 in relation to, among others, the proposed Share Consolidation
"Board" the board of Directors
"Business Day" a day (other than a Saturday, Sunday, public holiday and any day on which "extreme conditions" caused by super typhoons is announced by the Government of Hong Kong or a tropical cyclone warning signal no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon or on which a "black" rainstorm warning signal is hoisted or remains in effect between 9:00 a.m. and 12:00 noon and is not discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours
"CCASS" the Central Clearing and Settlement System established and operated by HKSCC
"Company" Flydoo Technology Holding Limited, a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed and traded on the Main Board of the Stock Exchange (Stock Code: 8069)
"Consolidated Share(s)" ordinary share(s) with par value of HK$0.2 each in the share capital of the Company upon the Share Consolidation having become effective
"Director(s)" the director(s) of the Company
"EGM" the extraordinary general meeting of the Company to be convened on Monday, 4 May 2026 to consider and, if thought fit, approve, among other things, the proposed Share Consolidation
"Existing Share(s)" ordinary share(s) with par value of HK$0.01 each in the share capital of the Company before the Share Consolidation becoming effective
"General Rules of HKSCC" the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures
"Group" the Company and its subsidiaries
- 1 -
DEFINITIONS
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
|---|---|
| “HKSCC” | Hong Kong Securities Clearing Company Limited |
| “HKSCC 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 from time to time in force |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “GEM Listing Committee” | has the same meaning ascribed to it under the GEM Listing Rules |
| “GEM Listing Rules” | the Rules Governing the Listing of Securities on the GEM, as amended from time to time |
| “Latest Practicable Date” | 15 April 2026, being the latest practicable date prior to the issue of this circular for ascertaining certain information herein |
| “Registrar” | Union Registrars Limited, the Hong Kong branch share registrar of the Company |
| “Share(s)” | the Existing Share(s) and/or the Consolidated Share(s) as the case may be |
| “Share Consolidation” | the proposed consolidation of every twenty (20) 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)” | holder(s) of the issued Share(s) |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “%” | per cent |
- 2 -
EXPECTED TIMETABLE
Set out below is the expected timetable for the Share Consolidation which is subject to the results of the EGM and has been prepared on the assumption that all the conditions to the Share Consolidation will be fulfilled or otherwise waived, 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 for lodging transfer documents for existing shares for attending and voting at the EGM. | 4:00 p.m. on 27 April 2026 |
| Closure of register of members (both dates inclusive). | 28 April 2026 to 4 May 2026 |
| Latest time to lodge proxy form for the EGM (48 hours before the time appointed for the EGM) | 11:00 a.m. on 2 May 2026 |
| Record Date for attending and voting at the EGM | 4 May 2026 |
| Expected time and date of the EGM | 11:00 a.m. on 4 May 2026 |
| Announcement of the poll results of EGM | 4 May 2026 |
| Effective Date of the Share Consolidation. | 6 May 2026 |
| First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares. | 6 May 2026 |
| Dealing in the Consolidated Shares commences | 9:00 a.m. on 6 May 2026 |
| 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 6 May 2026 |
| Temporary counter for trading in the Consolidated Shares in board lots of 250 Consolidated Shares (in the form of existing share certificates) opens. | 9:00 a.m. on 6 May 2026 |
- 3 -
EXPECTED TIMETABLE
| Event | Time and Date |
|---|---|
| Original counter for trading in the Consolidated Shares | |
| in board lots of 5,000 of Consolidated Shares | |
| (in the form of new share certificates) re-opens. | 9:00 a.m. on |
| 20 May 2026 | |
| Parallel trading in the Consolidated Shares | |
| (in the form of both new share certificates | |
| and existing share certificates) commences | 9:00 a.m. on |
| 20 May 2026 | |
| Designated broker starts to stand in the | |
| market to provide matching services for odd lots | |
| of the Consolidated Shares | 9:00 a.m. on |
| 20 May 2026 | |
| Designated broker ceases to stand in the | |
| market to provide matching services | |
| for odd lots of the Consolidated Shares. | 4:00 p.m. on |
| 10 June 2026 | |
| Temporary counter for trading in the Consolidated | |
| Shares in board lots of 250 Consolidated Shares | |
| (in the form of existing share certificates) closes | 4:10 p.m. on |
| 10 June 2026 | |
| Parallel trading in the Consolidated Shares | |
| (in the form of both new share certificates and | |
| existing share certificates) ends. | 4:10 p.m. on |
| 10 June 2026 | |
| Last day for free exchange of existing share | |
| certificates for new share certificates for the | |
| Consolidated Shares | 12 June 2026 |
- 4 -
LETTER FROM THE BOARD
飛道旅遊
Flydoo Technology
Flydoo Technology Holding Limited
飛道旅遊科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8069)
Executive Directors: Mr. Cheng Kim Mr. Liu Ying Shun
Non-Executive Directors: Mr. Ng Yuk Lam
Independent Non-Executive Directors: Ms. Rebecca Kristina Glauser Mr. Juan Ruiz-Coello Mr. Wong Chak Man
Registered Office: Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY 1-1108 Cayman Islands
Principal place of business in Hong Kong: 1402, 14/F., Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong
16 April 2026
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. The purpose of this circular is to provide the Shareholders with, among others (i) further details on the Share Consolidation; and (ii) a notice of EGM to be convened to consider and, if thought fit, approve, among other things, the Share Consolidation.
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of par value of HK$0.01 each in the share capital of the Company to be consolidated into one (1) Consolidated Share of par value of HK$0.2 each.
LETTER FROM THE BOARD
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 Existing Shares of HK$0.01 each, of which 816,714,000 Existing Shares have been allotted and issued, and are fully paid or credited as fully paid.
Assuming there will be no change in the issued share capital of the Company from the Latest Practicable Date up to the date on which the Share Consolidation becomes effective, the share capital structure of the Company will be as follows:
| As of the Latest Practicable Date | Immediately after the Share Consolidation becoming effective | |
|---|---|---|
| Par value | HK$0.01 per Existing Share | HK$0.2 per Consolidated Share |
| Amount of authorised share capital | HK$100,000,000 | HK$100,000,000 |
| Number of authorised Shares | 10,000,000,000 Existing Shares | 500,000,000 Consolidated Shares |
| Number of issued Shares | 816,714,000 Existing Shares | 40,835,700 Consolidated Shares |
| Amount of the issued share capital | HK$8,167,140 | HK$8,167,140 |
As at the Latest Practicable Date, the Company has no outstanding convertible bonds, options, derivatives, warrants, conversion rights or other similar rights entitling holders thereof to subscribe for or convert into or exchange into Shares.
Save for (i) any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled; and (ii) the necessary professional expenses for the implementation of the Share Consolidation, the Directors consider that the Share Consolidation will have no effect on the underlying assets, business operations, management or financial position of the Company or the proportional interests of the Shareholders in the Company.
Status of the Consolidated Shares
The Consolidated Shares shall rank pari passu in all respects with each other.
LETTER FROM THE BOARD
Conditions of the Share Consolidation
The Share Consolidation is conditional upon the following:
(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
(ii) the compliance with all relevant procedures and requirements under the laws of the Cayman Islands and Hong Kong (where applicable) and the GEM Listing Rules to effect the Share Consolidation; and
(iii) the GEM Listing Committee granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.
Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be Wednesday, 6 May 2026.
As at the Latest Practicable Date, none of the above conditions have been fulfilled.
REASONS FOR THE SHARE CONSOLIDATION
Pursuant to Rule 17.76 of the GEM Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01, the issuer may be required to proceed with a consolidation of its securities. According to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" the ("Guide") issued by the Stock Exchange on 28 November 2008 and updated in June 2024, (i) any trading price less than HK$0.1 will be considered as trading at extremities; 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.
As at the Latest Practicable Date, the closing price of an Existing Share of the Company was HK$0.022, with a board lot size of 5,000 Existing Shares, the existing board lot value was only HK$110, which was less than HK$2,000. The closing prices of the Existing Shares were below HK$0.1 per Existing Share for more than 2 years, and for the past one year and up to the Latest Practicable Date, the highest closing price was HK$0.058 per Existing Share on 19 January 2026 and the lowest closing price was HK$0.020 per Existing Share on 9 April 2026.
In view of the trend of the Share prices of the Company and the Existing Shares were trading at extremity in the past months, the proposed Share Consolidation is justified to increase the corresponding Share prices and to facilitate trading activities. In addition, the Board proposes to implement the Share Consolidation, resulting in the theoretical closing price of HK$0.44 per Consolidated Share and the estimated value of HK$2,200 per board lot of 5,000 Consolidated Shares, which will enable the Company to comply with the trading requirements under the GEM Listing Rules and reduce the transaction and registration costs incurred by the Shareholders and investors of the Company in 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 cost for each securities trade.
As such, the Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.
LETTER FROM THE BOARD
As at the Latest Practicable Date, the Company has no intention to carry out any other corporate actions in the next 12 months, which may have an effect of undermining or negating the intended purpose of the Share Consolidation. As at the Latest Practicable Date, the Company has no present intention to conduct any equity fundraising activities. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising and/or investment opportunities arise in order to meet its operational needs or support future development of the Group. The Company will make further announcement in this regard in accordance with the GEM Listing Rules as and when appropriate.
NO CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in the 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 unchanged at 5,000 Consolidated Shares per board lot.
LISTING AND DEALING
Application will be made to the GEM Listing Committee for the listing of, and permission to deal in, the Consolidated Shares arising from the Share Consolidation.
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. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, 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 HKSCC and HKSCC Operational Procedures in effect from time to time.
None of the share capital or debt securities of the Company is listed or dealt in on any other stock exchange other than the Stock Exchange and no such listing or permission to deal is being or is proposed to be sought.
OTHER ARRANGEMENTS
Fractional entitlement to the Consolidated Shares
Fractional Consolidated Shares 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.
- 8 -
LETTER FROM THE BOARD
Arrangement on odd lots trading
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed a securities firm 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 from 9:00 a.m. on Wednesday, 20 May 2026 to 4:10 p.m. on Wednesday, 10 June 2026 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Eric Pang of Success Securities Limited of Unit 1003-04, 10/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong (telephone number: (852) 2294 5728 and facsimile number: (852) 2111 8235).
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.
Exchange of share certificates for the Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be on Wednesday, 6 May 2026, Shareholders may between 9:00 a.m. and 4:30 p.m. on any Business Day during the period from Wednesday, 6 May 2026 to Friday, 12 June 2026 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the Registrar at Suites 3301-04, 33th Floor Two Chinachem Exchange Square 338 King's Road North Point Hong Kong to exchange for new shares certificates for the Consolidated Shares (in green colour) at the expense of the Company.
Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) will be payable by the Shareholders to the Registrar 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 involved is higher.
After 4:10 p.m. on Wednesday, 10 June 2026, trading will only be in Consolidated Shares which share certificates will be issued in green colour. Existing share certificates in blue colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.
THE EGM
The EGM will be convened and held at 11:00 a.m. on Monday, 4 May 2026 at Awesome Bar & Café, Retail Portions on 1st Floor of the Commercial Podium, New Mandarin Plaza, No. 14 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong for the Shareholders to consider and, if thought fit, pass the ordinary resolution in approving the Share Consolidation.
To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution in respect of the Share Consolidation.
LETTER FROM THE BOARD
The notice of the EGM is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is enclosed with this circular and published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.flydoo.com.hk. 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 return the same to the Registrar, 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 the 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.
VOTING BY WAY OF POLL
Pursuant to Rule 17.47(4) of the GEM Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The chairman of the EGM shall therefore demand voting on the resolution set out in the notice of EGM be taken by way of poll.
On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Existing Share of which he is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his votes or cast all the votes he uses in the same way.
CLOSURE OF REGISTER OF MEMBERS
The register of members of the Company will be closed from Tuesday, 28 April 2026 to Monday 4 May 2026 both dates inclusive, during which no transfer of Shares will be effected. In order for a Shareholder to be eligible to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates must be lodged with the Registrar 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 Monday, 27 April 2026.
RECOMMENDATION
The Directors consider that the Share Consolidation is in the interests of the Company and the Shareholders as a whole and recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM.
MISCELLANEOUS
In the event of any inconsistency, the English texts of this circular and the accompanying form of proxy shall prevail over their respective Chinese texts.
- 10 -
LETTER FROM THE BOARD
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.
As the Share Consolidation is subject to the satisfaction of conditions, the Share Consolidation may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares and if they are in any doubt about their position, they should consult their professional advisers.
Yours faithfully,
By order of the Board
Flydoo Technology Holding Limited
Cheng Kim
Chief Executive Officer and Executive Director
- 11 -
NOTICE OF EGM
飛道旅遊
Flydoo Technology
Flydoo Technology Holding Limited
飛道旅遊科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8069)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of Flydoo Technology Holding Limited (the “Company”) will be held at 11:00 a.m. on Monday, 4 May 2026 at Awesome Bar & Café, Retail Portions on 1st Floor of the Commercial Podium, New Mandarin Plaza, No. 14 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modifications, the following resolution as ordinary resolution of the Company:
ORDINARY RESOLUTION
- “THAT subject to the satisfaction of the conditions set out in the letter from the board under the heading “Conditions of the Share Consolidation” in the circular of the Company dated 16 April 2026 (the “Circular”), 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 of Hong Kong Limited (the “Stock Exchange”):
(i) every twenty (20) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share (each a “Consolidated Share”) of par value of HK$0.2 each (the “Share Consolidation”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the memorandum and articles of association 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 ordinary shares of par value of HK$0.01 each to HK$100,000,000 divided into 500,000,000 Consolidated Shares with a par value of HK$0.2 each;
(ii) 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
EGM-1
NOTICE OF EGM
(iii) any one or more of the Director(s) be and is/are hereby authorised to do all such acts and things and execute all such documents and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation."
By order of the Board Flydoo Technology Holding Limited Cheng Kim Chief Executive Officer and Executive Director
Hong Kong, 16 April 2026
Registered office: Windward 3, Regatta Office Park PO Box 1350 Grand Cayman KY 1-1108 Cayman Islands
Principal place of business in Hong Kong: 1402, 14/F., Chung Ying Building, 20 Connaught Road West, Sheung Wan, Hong Kong
As at the date of this circular, the executive Directors are Mr. Cheng Kim and Mr. Liu Ying Shun; the non-executive director is Mr. Ng Yuk Lam and the independent non-executive Directors are Ms. Rebecca Kristina Glauser, Mr. Juan Ruiz-Coello and Mr. Wong Chak Man.
Notes:
-
A shareholder of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint a proxy or, if he is a holder of more than one share, proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. 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.
-
Where there are joint registered holders of any share of the Company, any one of such holders 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 holders be present at the EGM personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
-
A form of proxy for the EGM is enclosed. In order to be valid, the completed form of proxy must be deposited at the Company's Hong Kong branch share registrar and transfer office, 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 for the holding of the EGM or adjourned EGM. 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) if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked. If a proxy form is signed by an attorney of a shareholder who is not a corporation, the power of attorney or other authority under which it is signed or a certified copy of that power of attorney or authority (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong) must be delivered to the Company's Hong Kong branch share registrar and transfer office, Union Registrars Limited, together with the proxy form. In the case of a corporation, the proxy form must either be executed under its common seal or be signed by an officer or attorney or other person duly authorised in writing.
EGM-2
NOTICE OF EGM
-
For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 28 April 2026 to Monday, 4 May 2026 (both dates inclusive), the period during which no transfer of shares of the Company will be registered. In order for a shareholder of the Company to be eligible to attend and vote at the meeting, all transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, 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, for registration not later than 4:00 p.m. on Monday, 27 April 2026.
-
The ordinary resolution set out above will be voted by way of poll.
-
The English text of this notice of EGM shall prevail over the Chinese text in case of inconsistency.
-
If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" caused by super typhoons is in force at or after 8:00 a.m. on the date of the EGM and/or the Hong Kong Observatory has announced at or 8:00 a.m. on date of the EGM that either of the above mentioned warnings is to be issued within the next two hours, the EGM will be postponed. The Company will post an announcement on the website of the Company at www.flydoo.com.hk and on the website of the Stock Exchange at www.hkexnews.hk to notify its Shareholders of the date, time and place of the rescheduled EGM.
EGM-3