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Flydoo Technology Holding Limited Proxy Solicitation & Information Statement 2026

Apr 16, 2026

51251_rns_2026-04-16_9ee4d81b-98cb-4216-881c-0f58f2996cf4.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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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

  1. “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

(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:

  1. 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.

  2. 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.

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  1. 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.

  2. 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.

  3. The ordinary resolution set out above will be voted by way of poll.

  4. The English text of this notice of EGM shall prevail over the Chinese text in case of inconsistency.

  5. 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.

This announcement, 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 announcement 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 announcement misleading.

This announcement will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange of Hong Kong Limited at www.hkexnews.hk for at least seven days from the date of its posting and on the Company's website at https://flydoo.com.hk.

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