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GBA Holdings 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, solicitors, professional accountant or other professional adviser.
If you have sold or transferred all your shares in GBA Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer 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 losses howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
GBA HOLDINGS LIMITED
GBA集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00261)
(1) PROPOSED SHARE CONSOLIDATION
AND
(2) NOTICE OF SPECIAL GENERAL MEETING
A notice convening the SGM to be held at 1/F., Function Room, 7-9 Minden Avenue, Tsimshatsui, Kowloon, Hong Kong on Monday, 17 March 2025 at 4:00 p.m. is set out on page 12 to 14 of this circular.
A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable but in any event, not later than 48 hours before the time appointed for holding the SGM (i.e. not later than 4:00 p.m. on Saturday, 15 March 2025, Hong Kong time) or any adjournment thereof (as the case may be). Such a form of proxy for use at the SGM is also published on the website of the Stock Exchange (www.hkexnews.hk) and that of the Company (www.gbaholdings.com/eng/investor/statutory.php). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting should you so wish.
24 February 2025
CONTENTS
Page
Definitions ... 1
Expected Timetable ... 3
Letter from the Board ... 5
Notice of SGM ... 12
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"Board" board of the Directors
"Business Day(s)" a day (other than a Saturday and Sunday or a day on which a black rainstorm warning or tropical cyclone warning signal number 8 or above is hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered at or before 12:00 noon) on which banks are open for business in Hong Kong
"Bye-laws" the bye-laws of the Company currently in full force and effect
"CCASS" the Central Clearing and Settlement System 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 from time to time
"Companies Act" the Companies Act 1981 of Bermuda (as amended)
"Company" GBA Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
"Consolidated Share(s)" ordinary share(s) of HK$0.20 each in the share capital of the Company after the Share Consolidation becoming effective
"Directors" directors of the Company
"Effective Date" the effective date of the Consolidated Share(s)
"Existing Share(s)" issued and unissued ordinary share(s) of HK$0.04 each in the existing share capital of the Company before the Share Consolidation becoming effective
"Group" the Company and its subsidiaries
"HKSCC" Hong Kong Securities Clearing Company Limited
- 1 -
DEFINITIONS
| “Hong Kong” | Hong Kong Special Administrative Region of the People’s Republic of China |
|---|---|
| “Last Practicable Date” | 18 February 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein |
| “Listing Committee” | the listing committee of the Stock Exchange for considering applications for listing and the granting of listing |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Main Board” | the main board maintained and operated by the Stock Exchange |
| “SGM” | the special general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving the proposed Share Consolidation |
| “Share(s)” | Existing Share(s) and/or Consolidated Share(s), as the case maybe |
| “Share Consolidation” | the proposed consolidation of every five (5) Existing Shares of HK$0.04 each into one (1) Consolidated Share of HK$0.20 each |
| “Share Option(s)” | share option(s) granted by the Company pursuant to the Share Option Scheme |
| “Share Option Scheme” | the share option scheme of the Company adopted on 23 June 2021 |
| “Share Registrar” | the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited of 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong |
| “Shareholder(s)” | holder(s) of the Existing Share(s), or the Consolidated Share(s), as the case may be |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
- 2 -
EXPECTED TIMETABLE
Set out below is the expected timetable for the Share Consolidation. The expected timetable is subject to the results of the SGM 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 | Hong Kong time and date |
|---|---|
| Latest date and time for lodging transfer documents | |
| in order to qualify for attending and voting at the SGM. | 4:30 p.m. on |
| Monday, 10 March 2025 | |
| Closure of the register of for determining the entitlement | |
| to attend and vote at the SGM | Tuesday, 11 March 2025 to |
| Monday, 17 March 2025 | |
| (both days inclusive) | |
| Latest date and time for lodging the forms of proxy | |
| for the SGM. | 4:00 p.m. on |
| Saturday, 15 March 2025 | |
| Date and time of the SGM | 4:00 p.m. on |
| Monday, 17 March 2025 | |
| Publication of announcement of poll results of SGM. | Monday, 17 March 2025 |
The following events are conditional on the fulfilment of the conditions for the implementation of the Share Consolidation as set out in this circular. 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.
| Event | Hong Kong time and date |
|---|---|
| Effective date of the Share Consolidation | Wednesday, 19 March 2025 |
| First day of free exchange of existing share certificates | |
| for new share certificates for Consolidated Shares. | Wednesday, 19 March 2025 |
| Dealing in the Consolidated Shares commences | 9:00 a.m. on |
| Wednesday, 19 March 2025 | |
| Original counter for trading in Existing Shares in board | |
| lots of 16,000 Existing Shares (in the form of existing | |
| share certificates) temporarily closes. | 9:00 a.m. on |
| Wednesday, 19 March 2025 |
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EXPECTED TIMETABLE
| Event | Hong Kong time and date |
|---|---|
| Temporary counter for trading in Consolidated Shares in board lots of 3,200 Consolidated Shares (in the form of existing share certificates) opens | 9:00 a.m. on Wednesday, 19 March 2025 |
| Original counter for trading in the Consolidated Shares in board lots of 16,000 Consolidated Shares (in the form of new share certificates for the Consolidated Shares) re-opens | 9:00 a.m. on Wednesday, 2 April 2025 |
| Parallel trading in Consolidated Shares (in the form of new share certificates for the Consolidated Shares and existing share certificates) commences | 9:00 a.m. on Wednesday, 2 April 2025 |
| Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares | 9:00 a.m. on Wednesday, 2 April 2025 |
| Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares | 4:00 p.m. on Friday, 25 April 2025 |
| Temporary counter for trading in Consolidated Shares in board lots of 3,200 Consolidated Shares (in the form of existing share certificates) closes | 4:10 p.m. on Friday, 25 April 2025 |
| Parallel trading in Consolidated Shares (in the form of new share certificates for the Consolidated Shares and the existing share certificates) ends | 4:10 p.m. on Friday, 25 April 2025 |
| Last day for free exchange of existing share certificates for the new share certificates for the Consolidated Shares | Tuesday, 29 April 2025 |
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LETTER FROM THE BOARD
GBA HOLDINGS LIMITED
GBA集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00261)
Executive Directors:
Mr. Ong Chor Wei (Chairman)
Ms. Wong Misa
Ms. Lam Ka Lee
Independent non-executive Directors:
Mr. Leung Gar-Gene Vincent
Ms. Wu Wai Shan
Ms. Chan Sheung Yu
Registered office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head office and principal place of business in Hong Kong:
Room 1415, 14/F.
Leighton Centre
77 Leighton Road
Causeway Bay
Hong Kong
24 February 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED SHARE CONSOLIDATION
AND
(2) NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 27 January 2025, 28 January 2025 and 6 February 2025 in relation to, among other things, the proposed Share Consolidation. The purpose of this circular is to provide you with details of the proposed Share Consolidation as well as to give you notice of the SGM to be convened.
LETTER FROM THE BOARD
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every five (5) issued and unissued Existing Shares of HK$0.04 each be consolidated into one (1) Consolidated Share of HK$0.20 each and to round down the number of Consolidated Shares in the issued share capital of the Company to the nearest whole number by disregarding each and every fractional Consolidated Share which would otherwise arise therefrom.
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK$3,000,000,000 divided into 75,000,000,000 Existing Shares of par value of HK$0.04 each, of which 1,164,173,660 Existing Shares have been issued and are fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective and assuming that no change in the issued and unissued share capital of the Company from the Latest Practicable Date until the effective date of the Share Consolidation, the authorised share capital of the Company will be HK$3,000,000,000 divided into 15,000,000,000 Consolidated Shares of par value of HK$0.20 each, of which 232,834,732 Consolidated Shares will be in issue and fully paid or credited as fully paid.
Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other.
Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will have no effect on the consolidated net asset value of the Group, nor alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save that any fractional Consolidated Shares will not be allocated to Shareholders who may otherwise be entitled.
Conditions of the Share Consolidation
The implementation of the Share Consolidation is conditional upon:
(i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation;
(ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and
(iii) the compliance with all relevant procedures and requirements under the applicable laws of the Bermuda and the Listing Rules to affect the Share Consolidation.
LETTER FROM THE BOARD
As at the Latest Practicable Date, none of the conditions above had been fulfilled.
Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Wednesday, 19 March 2025.
Listing application
An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.
Subject to the granting of the 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 on any other stock exchange other than the Stock Exchange, and at the time 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.
OTHER ARRANGEMENTS
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 and retained 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.
Exchange of share certificates for Consolidated Shares
Subject to the Share Consolidation becoming effective, which is currently expected to be Wednesday, 19 March 2025, being the second Business Day immediately after the date of the SGM, the Shareholders may on or after Wednesday, 19 March 2025 and until Tuesday, 29 April 2025 (both days inclusive), submit their existing share certificates (in orange colour) for the Existing Shares to the Company's branch share registrar and transfer office in Hong Kong,
LETTER FROM THE BOARD
Tricor Tengis Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, during business hours to exchange for new share certificates on the basis of every five (5) Existing Shares for one (1) Consolidated Share without any fractional Consolidated Share, in green colour for the Consolidated Shares at the expense of the Company.
Thereafter, the share certificates for the Existing Shares will be accepted for exchange only upon payment of a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) by the Shareholders for each share certificate for the for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of share certificates cancelled or issued is higher.
Subject to and upon the Share Consolidation becoming effective, after trading hours on Friday, 25 April 2025, trading will only be in the Consolidated Shares, Share certificates for the Existing Shares will continue to remain good evidence of legal title and may be exchanged for the share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading, settlement and registration purposes.
Proposed adjustment to the Existing Share Options
As at the Latest Practicable Date, there are outstanding Share Options entitling the holders thereof to subscribe for up to an aggregate of 45,000,000 Existing Shares.
Under the conditions of the Share Option Scheme, in the event of any alteration in the capital structure of the Company while any Share Options granted remain exercisable, and such event arises from, among other things, consolidation of the Shares, the Company shall appoint its auditors or an independent financial adviser to certify in writing the adjustment to the existing Share Options including the outstanding number of Share Options and exercise price, and an adjustment as so certified by the calculation agent shall be made.
The expected adjustments to be made in respect of the outstanding Share Options as a result of the Share Consolidation are set out as follows:
| Immediately before the Share Consolidation becoming effective | Immediately after the Share Consolidation becoming effective | |||||
|---|---|---|---|---|---|---|
| Exercise Price per Existing Share | Number of Existing Shares to be issued upon full exercise of the Share Options | Exercise price per Consolidated Share | Number of Consolidated Shares to be issued upon full exercise of the Share Options | |||
| Date of Grant | From | To | ||||
| 26 January 2024 | 26 January 2024 | 25 January 2034 | HK$0.152 | 45,000,000 | HK$0.76 | 9,000,000 |
LETTER FROM THE BOARD
The number of shares available for future grant under the scheme mandate limit of the Share Option Scheme is 961,525 shares. After the aforesaid adjustments to the Share Consolidation, the number of shares available for future grant under the scheme mandate limit of the Share Option Scheme is 192,305 shares.
The Company will engage an independent financial adviser or the auditors of the Company to certify the adjustments to the outstanding Share Options and the Company will make further announcement(s) as and when appropriate in this regard.
Save for the aforesaid, as at the Latest Practicable Date, the Company has no other outstanding options, warrants or 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.
REASONS FOR THE SHARE CONSOLIDATION
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 last updated in September 2024 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 closing price of an Existing Share of the Company as at the Latest Practicable Date was HK$0.082 per share, with a board lot size of 16,000 Existing Shares, the existing board lot value was only HK$1,312, which was less than HK$2,000. Based on the closing price of the Existing Shares as at the Latest Practicable Date, the value of one board lot of Existing Shares is HK$1,312. In view of the prevailing trading prices of the Existing Shares, the Board proposes to implement the Share Consolidation. It is expected that the proposed Share Consolidation, would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange and to increase the value of each board lot of the Consolidated Shares, enabling the Company to comply with the trading requirements under the Listing Rules. Based on the closing price of HK$0.082 per Existing Share (equivalent to HK$0.41 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the expected market value of each board lot of 16,000 Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$6,560, which is greater than HK$2,000 and therefore complies with the requirements as set out in the Guide.
As at the Latest Practicable Date, 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 plan, arrangement, understanding, intention, negotiation (either concluded or in process) on any fund raising activities or precise investment opportunities and has no immediate plan for issue of new Shares. 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
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LETTER FROM THE BOARD
arise in order to support 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 view of the above, the Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.
NO CHANGE IN BOARD LOT SIZE
The Existing Shares are currently traded on the Stock Exchange in the board lot size of 16,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain unchanged at 16,000 Consolidated Shares per board lot.
ODD LOTS TRADING ARRANGEMENT
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Advent Securities (Hong Kong) Limited as an agent to provide matching services, on a best-efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to disposal of their holding of odd lots of the Consolidated Shares from 9:00 a.m. on Wednesday, 2 April 2025 to 4:00 p.m. on Friday, 25 April 2025. Shareholders who wish to take advantage of this service should contact the dealing department at Unit A-C, 11/F., Kee Shing Centre, 74-76 Kimberley Road, Tsimshatsui, Kowloon, Hong Kong or at telephone number: (852) 2510 0880 during office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period.
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.
SGM
A notice convening the SGM at which resolutions will be proposed to the Shareholders to consider and, if thought fit, to approve the proposed Share Consolidation is set out on pages 12 to 14 of this circular. A form of proxy for the SGM is enclosed with this circular. Whether or not you intend to be present at the SGM, you are advised to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time scheduled for the SGM or any adjournment thereof. The completion and return of a form of proxy will not preclude you from attending and voting at the SGM in person or any adjourned meeting should you so wish, and in such case, the form of proxy submitted by you shall be deemed to be revoked.
LETTER FROM THE BOARD
To the best knowledge of the Directors, no Shareholders have a material interest in the Share Consolidation and accordingly, no Shareholders will have to abstain from voting at the SGM.
Whether or not you intend to attend the SGM, you are requested to complete and return the form of proxy accompanying with this circular in accordance with the instructions printed thereon as soon as possible and in any event at or before 4:00 p.m. on 15 March 2025 (or not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjournment thereof in person if you so wish and in such case, the form of proxy previously submitted shall be deemed to be revoked.
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.
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 relevant resolution at the SGM.
MISCELLANEOUS
The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.
By Order of the Board
GBA Holdings Limited
Ong Chor Wei
Chairman
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NOTICE OF SGM
GBA HOLDINGS LIMITED
GBA集團有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 00261)
NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of GBA Holdings Limited (the "Company") will be held at 1/F., Function Room, 7-9 Minden Avenue, Tsimshatsui, Kowloon, Hong Kong on Monday, 17 March 2025 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without amendments the following resolutions of the Company:
ORDINARY RESOLUTION
- "THAT subject to and conditional upon (i) the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") of the listing of, and permission to deal in, the Consolidated Shares (as defined below); and (ii) compliance with the relevant procedures and requirements under the applicable laws of Bermuda and the Rules Governing the Listing of Securities of the Stock Exchange to effect the Share Consolidation (as defined below):
(a) with effect from the second business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):
(i) every five (5) issued and unissued ordinary shares of par value of HK$0.04 each in the share capital of the Company be consolidated into one (1) consolidated share (each a "Consolidated Share") of par value of HK$0.20 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 of association and Bye-laws of the Company ("Bye-laws");
(ii) the total number of Consolidated Shares in the issued share capital of the Company immediately following the Share Consolidation be and is hereby rounded down to a whole number by cancelling any fraction in the issued share capital of the Company arising from the Share Consolidation (if applicable);
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NOTICE OF SGM
(iii) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$3,000,000,000 divided into 75,000,000,000 ordinary shares of par value of HK$0.04 each to HK$3,000,000,000 divided into 15,000,000,000 Consolidated Shares and 232,834,732 Consolidated Shares in issued ordinary shares of par value of HK$0.20 each; and
(iv) any one or more of the directors of the Company (the “Directors”) be and is/are hereby authorised to do all such acts and things and execute all such documents, which are ancillary to the Share Consolidation and of administrative nature, on behalf of the Company, including under seal where applicable, as he/they consider necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation.”
By Order of the Board
GBA Holdings Limited
Ong Chor Wei
Chairman
Hong Kong, 24 February 2025
Registered office:
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
Head office and principal place of business in Hong Kong:
Room 1415, 14/F.
Leighton Centre
77 Leighton Road
Causeway Bay
Hong Kong
Notes:
(1) The register of members of the Company will be closed from Tuesday, 11 March 2025 to Monday, 17 March 2025 (both days inclusive) during which period no transfer of share(s) will be affected. In order to determine the eligibility to attend and vote at the SGM, all transfer of share(s), accompanied by the relevant share certificate(s) with the properly completed transfer form(s) either overleaf or separately, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Monday, 10 March 2025.
(2) Any shareholder entitled to attend and vote at the SGM or at any adjourned meeting thereof (as the case may be) is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A shareholder who is the holder of two or more shares may appoint not more than two proxies (who must be an individual or individuals) to attend and vote instead of him/her on the same occasion or if a recognised clearing house (or its nominee) is a shareholder of the Company, it may appoint the number of person(s) to act as its proxy or proxies not exceeding the number of shares held by it. A proxy need not be a shareholder of the Company but must attend the SGM or any adjourned meeting thereof (as the case may be) in person to represent him/her.
(3) In order to be valid, a form of proxy in the prescribed form 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, must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time
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NOTICE OF SGM
appointed for holding the SGM (i.e. not later than 4:00 p.m. on Saturday, 15 March 2025, Hong Kong time) or any adjourned meeting thereof (as the case may be). Such prescribed form of proxy for use at the SGM is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.gbaholdings.com/eng/investor/statutory.php.
(4) Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or at any adjourned meeting thereof (as the case may be) should they so wish, and in such event, the form of proxy shall be deemed to be revoked.
(5) Where there are joint registered holders of any share(s), any one of such joint holders may attend and vote at the SGM or at any adjourned meeting thereof (as the case may be), either in person or by proxy, in respect of such share(s) as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the SGM or at any adjourned meeting thereof (as the case may be), the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
As at the date of this notice, the executive Directors are Mr. Ong Chor Wei, Ms. Wong Misa, and Ms. Lam Ka Lee and the independent non-executive Directors are Mr. Leung Gar-Gene Vincent, Ms. Wu Wai Shan and Ms. Chan Sheung Yu.
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