Future World Holdings Limited — Proxy Solicitation & Information Statement 2020

Jun 11, 2020

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 a licensed securities dealer, registered institution in securities, a bank manager, solicitor, professional accountant or other professional advisers. If you have sold or transferred all your shares in Future World Financial Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or to the licensed securities dealer or registered institution in securities 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.

==> picture [59 x 67] intentionally omitted <==

FUTURE WORLD FINANCIAL HOLDINGS LIMITED

未來世界金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

PROPOSED SHARE CONSOLIDATION

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 30 June 2020 at 11:15 a.m., 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 is enclosed. Such form of proxy is also published on the website of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk.

Whether or not you intend to attend and vote at the EGM in person or any adjournment thereof, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time 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.

PRECAUTIONARY MEASURES FOR THE EGM

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

• (1) Compulsory body temperature check

(2) Compulsory wearing of surgical face mask

• (3) Maintaining a safe distance between seats

• (4) No provision of refreshments or beverages

• (5) No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

12 June 2020

CONTENTS

	Page
Precautionary measures for the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

– i –

PRECAUTIONARY MEASURES FOR THE EGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the EGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

• (1) Compulsory body temperature checks will be conducted for every attendee at the entrance of the EGM venue. Any person who has a body temperature of over 37.5 degrees Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the EGM venue.

• (2) Every attendee must wear a surgical face mask throughout the EGM and inside the EGM venue. Please note that no masks will be provided at the EGM venue and attendees should bring and wear their own masks.

• (3) The Company will maintain a safe distance between seats.

• (4) No refreshments or beverages will be served.

• (5) No distribution of coupons for subsequent consumption.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and return the proxy forms to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be).

Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the EGM arrangements at short notice. The Shareholders should check the Company’s website (www.fw-fh.com) or the Stock Exchange’s website (www.hkexnews.hk) for any future announcements and updates on the EGM arrangements.

– 1 –

DEFINITIONS

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

• “Announcement”

the announcement of the Company dated 22 May 2020 in relation to, among others, the proposed Share Consolidation, change in board lot size and rights issue

• “associates”

has the meaning ascribed thereto under the Listing Rules

• “Board”

the board of Directors

• “CCASS”

the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

Future World Financial Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on Main Board of the Stock Exchange

“Consolidated Shares”

issued and unissued ordinary shares or preference shares (as the case may be) of HK$0.02 each in the share capital of the Company upon the Share Consolidation become effective

“Director(s)”

director(s) of the Company

“EGM”

the extraordinary general meeting of the Company to be convened and held to consider, among others, the Share Consolidation

“Existing Shares”

issued and unissued ordinary shares or preference shares (as the case may be) of HK$0.001 each in the share capital of the Company prior to the Share Consolidation become effective

“Group”

the Company and its subsidiaries

“HKSCC”

Hong Kong Securities Clearing Company Limited

– 2 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Latest Practicable Date”	8 June 2020, 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 Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China, which for the purpose
	of this circular excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan
“SFC”	the Securities and Futures Commission of Hong Kong
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) or preference share(s) (as the case
	may be) in issue and in the unissued share capital of the
	Company
“Shareholder(s)”	the holder(s) of the issued Shares
“Share Consolidation”	proposed consolidation of the Shares on the basis of twenty
	(20) Existing Shares into one (1) Consolidated Share
“Share Option(s)”	2,282,000,000 outstanding options to subscribe for
	2,282,000,000 Existing Shares granted under the Share
	Options Scheme
“Share Options Scheme”	the share option scheme conditionally adopted by the
	Company on 22 February 2012
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar, the lawful currency of Hong Kong
“%”	per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation set out below is for indicative purposes only and it has been prepared on the assumption that all the conditions of the Share Consolidation will be fulfilled. The expected timetable is subject to change. Further announcement(s) will be made in the event of any changes to the timetable as and when appropriate.

All time and date references contained in this circular shall refer to Hong Kong local time and dates.

Event Date
2020
Latest time for lodging transfer documents
of the Shares to qualify for attendance
and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Monday,
22 June
Closure of register of members of the
Company for determining the identity
of the Shareholders entitled to attend
and vote at the EGM (both dates inclusive) . . . . . . . . . . . . . . . . . . . Tuesday, 23 June to Tuesday,
30 June
Latest time for lodging proxy forms for the EGM. . . . . . . . . . . . . . . . . . . . . .11:15 a.m. on Sunday,
28 June
Record date for attendance and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 30 June
Expected date and time of the EGM to
approve the proposed Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . 11:15 a.m. on Tuesday,
30 June
Announcement of the poll result of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 30 June
Register of members of the Company re-open. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 July
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 July

– 4 –

EXPECTED TIMETABLE

Event	Date
	2020
Commencement of dealings in the
Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	3 July
Original counter for trading in Existing
Shares in board lots of 4,000 Shares
(in the form of existing share certificates)
temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	3 July
Temporary counter for trading in the
Consolidated Shares in board lots of
200 Consolidated Shares (in the form
of existing share certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	3 July
First day of free exchange of existing
share certificates for new share certificates
for Consolidated Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 3 July
Original counter for trading in the
Consolidated Shares in board lots of
20,000 Consolidated Shares (in the form
of new share certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	17 July
Parallel trading in the Consolidated Shares
(in the form of both existing share certificates
and new share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday,
	17 July
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,
	17 July

– 5 –

EXPECTED TIMETABLE

Event	Date
	2020
Temporary counter for trading in the
Consolidated Shares in board lots of
200 Consolidated Shares (in the form
of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Thursday,
	6 August
Parallel trading in Consolidated Shares
(represented by both existing share certificates
and new share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Thursday,
	6 August
Designated broker ceases to provide
matching services for odd lots
of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Thursday,
	6 August
Latest time for free exchange of existing
share certificates for new share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . .Monday, 10 August

– 6 –

LETTER FROM THE BOARD

==> picture [59 x 66] intentionally omitted <==

FUTURE WORLD FINANCIAL HOLDINGS LIMITED 未來世界金融控股有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 572)

Executive Directors Mr. Wang Fei Mr. Liang Jian Mr. Yu Zhenzhong Mr. Cai Linzhan Mr. Lau Fai Lawrence Mr. Siu Yun Fat Mr. Yu Qingrui Independent non-executive Directors Mr. Chen Pei Mr. Siu Siu Ling, Robert Mr. Tam Tak Wah Mr. Wang Ning Mr. Zheng Zongjia

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

Head office and principal place of business: Unit 3711, 37/F West Tower, Shun Tak Centre 168-200 Connaught Road Central Hong Kong

12 June 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 22 May 2020, in relation to, among others, the Share Consolidation.

The purpose of this circular is to provide you with the information in relation to the Share Consolidation, and the notice convening the EGM.

– 7 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board intends to put forward a proposal to the Shareholders to effect the Share Consolidation which involves the consolidation of every twenty (20) Existing Shares of HK$0.001 each into one (1) Consolidated Share of HK$0.02 each. The Share Consolidation is conditional upon, among other things, the approval by the Shareholders by way of poll at the EGM. As none of the Shareholders or their associates would have any interest in the Share Consolidation, no Shareholder would be required to abstain from voting in favour of the resolution(s) relating to the Share Consolidation at the EGM.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the fulfillment of the following conditions:

• (i) the passing of the ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares; and

• (iii) the compliance with the relevant procedures and requirements under the Cayman Islands laws (where applicable) and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on 3 July 2020.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company amounted to HK$250,000,000 divided into 249,480,000,000 ordinary Shares of HK$0.001 each and 520,000,000 preference Shares of HK$0.001 each, of which 12,604,291,446 ordinary Shares had been allotted and issued as fully paid or credited as fully paid.

Upon the Share Consolidation becoming effective and on the basis that no further Existing Shares will be allotted, issued or repurchased prior thereto, the authorised share capital of the Company will become HK$250,000,000 divided into 12,474,000,000 ordinary Shares of HK$0.02 each and 26,000,000 preference Shares of HK$0.02 each, of which 630,214,572 Consolidated Shares will be in issue, which are fully paid or credited as fully paid.

– 8 –

LETTER FROM THE BOARD

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other in accordance with the Company’s articles of association. No fractional Consolidated Shares will be issued by the Company. Any fractional entitlements of the Consolidated Shares will be aggregated and sold for the benefits of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the shares of the Company regardless of the number of share certificates held by such holder.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Group or the interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders may be entitled.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are outstanding Share Options entitling the holders thereof to subscribe for up to an aggregate of 2,282,000,000 Existing Shares under the Share Option Scheme.

Pursuant to the terms of the Share Option Scheme, the exercise prices of the Share Options will be adjusted in accordance with the Share Option Scheme upon the Rights Issue becoming unconditional.

As a result of the Share Consolidation and in accordance with the Share Option Scheme, the subscription prices and the number of Shares to be issued upon exercise of the outstanding Share Options will be adjusted as follows:

	As at the	As at the	Immediately after	Immediately after
	Latest Practicable Date		the Share	Consolidation
	Number of		Number of
	Existing		Consolidated
	Shares to be		Shares to be
	issued upon		issued upon
	exercise of the		exercise of the
	outstanding	Subscription	outstanding	Subscription
Date of grant	Share Options	price	Share Options	price
26 March 2019	718,000,000	HK$0.1244	35,900,000	HK$2.488
6 June 2019	440,000,000	HK$0.0798	22,000,000	HK$1.596
27 March 2020	1,124,000,000	HK$0.028	56,200,000	HK$0.56

– 9 –

LETTER FROM THE BOARD

Save for the above adjustments, all other terms and conditions of the outstanding Share Options granted under the Share Option Scheme remain unchanged.

The adjustments shall be subject to the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM. Moore Stephens CPA Limited, the auditors of the Company, has certified that the above adjustments of the Share Options are made in accordance with the Share Option Scheme and Rule 17.03(13) of the Listing Rules and the supplementary guidance issued by the Stock Exchange on 5 September 2005 regarding the interpretation of Rule 17.03(13) of the Listing Rules.

Save as disclosed above, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

Listing application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becoming 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.

– 10 –

LETTER FROM THE BOARD

Reason for the Share Consolidation

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995, the Stock Exchange reserves the right to require the issuer 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 on 30 August 2019 has further stated that (i) market price of the Shares at a level less than HK$0.1 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 value per board lot should be greater than HK$2,000.

The share price of the Company has been constantly below HK$0.1 and the existing board lot value has been less than HK$2,000. It is expected that the Share Consolidation will increase the nominal value of the Shares and would bring about a corresponding upward adjustment in the trading price per Consolidated Share. As at the date of the Announcement, the share price of the Company was HK$0.01, with a board lot size of 4,000, the existing board lot value was only HK$40, which was less than HK$2,000. Upon the Share Consolidation becoming effective, the share price of the Company would be adjusted to HK$0.2, with a board lot size of 4,000, the new board lot value would only be HK$80, which would still be less than HK$2,000. By increasing the board lot size from 4,000 to 20,000, the new board lot value would be HK$4,000, which would be more than the required HK$2,000. As such, the proposed combination of the Share Consolidation and the change in board lot size would enable the Company to comply with the trading requirements under the Listing Rules. Thus, the Board considers that, despite such Share Consolidation and change in board lot size arrangement would lead to odd lots, they would maintain the trading amount for each board lot at a reasonable level in order to attract more investors and to extend the shareholder base of the Company.

Further, the Share Consolidation would reduce the overall transaction and handling costs of dealings in the shares of the Company 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. Trading securities which are priced at under HK$0.01 could not be traded in the open market but had to be done by manual trade in some securities houses, and such arrangement may not be available everywhere. Hence, the transaction costs for trading in such securities will increase. Besides, subsequent price movement of the shares would be HK$0.001, representing at least 10% change in the price, which might be considered as a high risk stock. Weighing the disadvantages of trading in extremely low-priced securities, institutional investors may be reluctant to invest, as a result, the liquidity of the securities would also be lowered. It is hoped that the Share Consolidation will make investing in the Shares more attractive to a broader range of investors, in particular to institutional investors whose house rules might otherwise prohibit or restrict trading in securities that are priced below a prescribed floor, and thus help to further broaden the shareholder base of the Company. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company and the Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

As at the Latest Practicable Date, save for the rights issue as disclosed in the Announcement, the Company currently (i) does not have any agreement, arrangement, understanding, intention, or negotiation (either concluded or in process) on any potential fundraising activities which will involve issue of equity securities of the Company; and (ii) has no other plan or intention to carry out any future corporate actions in the next twelve months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. The Board is of the view that, having considered the corporate plan of the Company for the next twelve months, the proposed Share Consolidation and change in board lot size are fair and reasonable, and in the interest of the Company and the Shareholders as a whole. However, in the event there is any change to the business environment and/or financial position of the Company due to unforeseeable circumstances, and the Company is required to conduct further fund raising exercises when suitable opportunities arise in order to support future development of the Group, the Company will publish further announcement(s) in compliance with the Listing Rules, as and when appropriate.

Change in board lot size

As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in board lot size of 4,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 4,000 Existing Shares to 20,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.01 per Existing Share (equivalent to the theoretical closing price of HK$0.2 per Consolidated Share) as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK$40; (ii) the value of each board lot of 4,000 Consolidated Shares would be HK$800 assuming the Share Consolidation becoming effective; and (iii) the estimated value per board lot of 20,000 Consolidated Shares would be HK$4,000 assuming that the change in board lot size had also been effective.

The change in board lot size will not result in change in the relative rights of the Shareholders.

– 12 –

LETTER FROM THE BOARD

Fractional entitlement to 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 Shares of the Company regardless of the number of 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

In order to facilitate the trading of odd lots of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Central Wealth Securities Investment Limited as an agent to stand in the market to provide matching services, on a best efforts basis, to the 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. Holders of the Shares in odd lots represented by valid share certificates for the Shares who wish to take advantage of this facility either to dispose of their odd lots of the Shares or to top up their odd lots to a full new board lot, may directly or through their brokers, contact Miss Fannie Chan of Central Wealth Securities Investment Limited at (852) 3958 4625 or by facsimile at (852) 3958 4666 during the matching period which commences from 9:00 a.m. on Friday, 17 July 2020 to 4:10 p.m. on Thursday, 6 August 2020 (both days inclusive).

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. Any Shareholder who is in any doubt about the odd lot arrangement is recommended to consult their professional advisers.

Shareholders or potential investors should note that (i) odd lots will be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.

– 13 –

LETTER FROM THE BOARD

Exchange of share certificates

Subject to the Share Consolidation becoming effective, the Shareholders may during the period from Friday, 3 July 2020 to Monday, 10 August 2020 (both days inclusive) submit existing share certificates in the colour of blue for the Existing Shares to the branch share registrar and transfer office of the Company in Hong Kong, being Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for exchange for new share certificates in the colour of red 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.

After 4:00 p.m. on Monday, 10 August 2020, 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.

The new share certificates for the Consolidated Shares will be issued in red colour in order to distinguish them from the existing blue colour.

EGM

A notice of the EGM to be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 30 June 2020 at 11:15 a.m. is set out on pages EGM-1 to EGM-3 of this circular.

Closure of register of members

In order to determine the eligibility of shareholders to attend and vote at the EGM, which is to be held on 30 June 2020, the register of members of the Company will be closed from Tuesday, 23 June 2020 to Tuesday, 30 June 2020 (both days inclusive) for determining the identity of the Shareholders entitled to attend and vote at the EGM. No transfer of Shares will be registered during the above book closure period.

– 14 –

LETTER FROM THE BOARD

All transfer of shares accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, for registration no later than 4:30 p.m. on Monday, 22 June 2020.

Form of proxy

A form of proxy for use at the EGM is enclosed herewith. Whether or not you intend to be present the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time 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.

Voting by poll

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the EGM will be taken by way of poll. After the conclusion of the EGM, an announcement regarding the poll results will be published on the respective website of the Stock Exchange and of the Company in accordance with Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules on the Stock Exchange 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.

RECOMMENDATIONS

The Board considers that the Share Consolidation to be proposed at the EGM is in the best interests of the Company and the Shareholders as a whole and recommends the Shareholders to vote in favour of the proposed ordinary resolution to approve the Share Consolidation at the EGM.

– 15 –

LETTER FROM THE BOARD

GENERAL

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

Shareholders and potential investors should note that the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed “Conditions of the Share Consolidation” above. Accordingly, the Share Consolidation may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company. If they are in any doubt, they should consult their professional advisers.

By order of the Board Future World Financial Holdings Limited Wang Fei Chairman

– 16 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [59 x 66] intentionally omitted <==

FUTURE WORLD FINANCIAL HOLDINGS LIMITED

未來世界金融控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 572)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Future World Financial Holdings Limited (the “ Company ”) will be held at Unit 3711, 37/F, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong on Tuesday, 30 June 2020 at 11:15 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTION

“ THAT subject to the fulfilment of all the conditions (the “ Conditions ”) set out in the section headed “Letter from the Board – Proposed Share Consolidation – Conditions of the Share Consolidation” in the circular of the Company dated 12 June 2020:

• (a) every twenty (20) issued and unissued ordinary shares and preference shares of HK$0.001 each in the share capital of the Company be consolidated into one (1) share of HK$0.02 each (each a “ Consolidated Share ”) in the share capital of the Company (the “ Share Consolidation ”), so that the authorised share capital of the Company of HK$250,000,000 divided into 249,480,000,000 ordinary shares of HK$0.001 each and 520,000,000 preference shares of HK$0.001 each becomes HK$250,000,000 divided into 12,474,000,000 ordinary shares of HK$0.02 each and 26,000,000 preference shares of HK$0.02 each, be and is hereby approved;

• (b) such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges as regards dividend, capital, redemption, attendance at meetings, voting, etc. and be subject to the restrictions in respect of the ordinary shares or the preference shares (as the case may be) contained in the articles of association of the Company;

EGM – 1

NOTICE OF EXTRAORDINARY GENERAL MEETING

• (c) all fractional Consolidated Shares will be disregarded and will not be issued to the holders of the existing shares of HK$0.001 each in the share capital of the Company but all fractional Consolidated Shares will be aggregated, sold and retained for the benefit of the Company, if possible and applicable; and

• (d) any one of the directors of the Company (each a “ Director ”) be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Share Consolidation.”

By order of the Board Future World Financial Holdings Limited Wang Fei Chairman

Hong Kong, 12 June 2020

Registered office: Head office and principal place Cricket Square of business: Hutchins Drive Unit 3711, 37/F P.O. Box 2681 West Tower, Shun Tak Centre Grand Cayman KY1-1111 168-200 Connaught Road Central Cayman Islands Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, subject to provisions of the Articles, to vote on his/her/its behalf. A proxy needs not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

2. A form of proxy for use at the EGM is enclosed with the circular of the Company dated 12 June 2020. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he/she/it so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of authority must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

EGM – 2

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. In the case of joint holders of Shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she/it was solely entitled thereto, but if more than one such joint holders are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

2. The register of members of the Company will be closed from Tuesday, 23 June 2020 to Tuesday, 30 June 2020 (both dates inclusive) during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all relevant transfer documents accompanied by the relevant Share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Monday, 22 June 2020 for registration.

3. If Typhoon Signal No. 8 or above, or a “black” rainstorm warning is in effect any time after 7:00 a.m. on the date of the EGM, the EGM may be postponed. The Company will publish an announcement on the website of the Company and on the website of the Stock Exchange at http://www.hkexnews.hk to notify shareholders of the Company of the date, time and venue of the rescheduled.

PRECAUTIONARY MEASURES FOR THE EGM

Please refer to page 1 of the circular of the Company dated 12 June 2020 for the measures being taken to prevent and control the spread of the COVID-19 at the EGM, including but not limited to:

• (1) Compulsory body temperature check (2) Compulsory wearing of surgical face mask (3) Maintaining a safe distance between seats (4) No provision of refreshments or beverages (5) No distribution of coupons for subsequent consumption

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the EGM venue.

In light of the continuing risks posed by the COVID-19 and as part of the Company’s control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the shareholders of the Company to exercise their right to vote at the EGM by appointing the chairman of the EGM as their proxy and to return their proxy forms by the time specified above, instead of attending the EGM in person.

As at the date of this notice, the Board comprises (i) seven executive Directors, namely Mr. Wang Fei, Mr. Liang Jian, Mr. Yu Zhenzhong, Mr. Cai Linzhan, Mr. Lau Fai Lawrence, Mr. Siu Yun Fat and Mr. Yu Qingrui; and (ii) five independent non-executive Directors, namely Mr. Chen Pei, Mr. Siu Siu Ling, Robert, Mr. Tam Tak Wah, Mr. Wang Ning and Mr. Zheng Zongjia.

EGM – 3