Madison Holdings Group Limited — Proxy Solicitation & Information Statement 2021

Dec 28, 2021

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 registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Madison Holdings Group Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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Madison Holdings Group Limited 麥迪森控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8057)

PROPOSED SHARE CONSOLIDATION AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover shall have the same meanings as defined in this circular.

A notice convening the EGM to be held at Units 26-28, 8/F, One Island South, 2 Heung Yip Road, Wong Chuk Hang, Hong Kong on Tuesday, 18 January 2022 at 2:00 p.m. is set out on pages 14 to 15 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not the Shareholders are able to attend and vote at the EGM in person, they are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event no less than 48 hours before the time appointed for holding the EGM (i.e. Sunday, 16 January 2022 at 2:00 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE EGM

Due to the on-going COVID-19 pandemic, to safeguard the health and safety of Shareholders, the Company will implement the following precautionary measures at the EGM:

• compulsory body temperature checks

• compulsory wearing of a surgical face mask for each attendee

• submission of personal information form, which may be used for contact tracing, if required

• • no distribution of corporate gift nor provision of refreshment

Shareholders or their proxies who does not comply with these precautionary measures may be denied entry into the EGM venue. Shareholders are reminded that, in order to avoid attending the meeting in person, they may appoint the chairman of the meeting as their proxy to vote on any resolutions at the EGM in accordance with the voting preferences indicated on the enclosed proxy form.

This circular with a form of proxy will remain on the “Latest Listed Company Information” page of the website of GEM at www.hkgem.com for at least 7 days from the date of its publication and on the website of the Company at www.madisongroup.com.hk.

28 December 2021

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 the 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 of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

– i –

CONTENTS

	Page
CHARACTERISTICS OF GEM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	i
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

– ii –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the meanings as set out below:

• “Board”

the board of Directors

• “Business Day”

a day (other than a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no. 8 or above is hoisted or on which a “black” rainstorm warning is hoisted between 9:00 a.m. and 5:00 p.m.) 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

• “CCASS Operational Procedures”

• the Operational Procedures of HKSCC in relation to CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as amended from time to time

“Company”

Madison Holdings Group Limited, a company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on GEM (stock code: 8057)

• “Consolidated Share(s)”

• ordinary share(s) of HK$0.01 each in the share capital of the Company upon the Share Consolidation becoming effective

• “Convertible Bonds”

• has the meaning ascribed thereto under the section headed “Adjustments in relation to other securities of the Company” in this circular

• “Conversion Price”

• HK$1.1 per Conversion Share

• “Conversion Share(s)”

• 136,363,636 Existing Shares to be allotted and issued upon exercise of conversion rights attached to the Convertible Bonds

• “Director(s)”

• director(s) of the Company

– 1 –

DEFINITIONS

“EGM”	the extraordinary general meeting of the Company to be
	held at 2:00 p.m. on Tuesday, 18 January 2022 at Units
	26-28, 8/F, One Island South, 2 Heung Yip Road, Wong
	Chuk Hang, Hong Kong to consider and, if thought fit,
	approve the Share Consolidation
“Existing Share(s)”	ordinary share(s) of HK$0.001 each in the existing share
	capital of the Company before the Share Consolidation
	becoming effective
“GEM”	GEM operated by the Stock Exchange
“GEM Listing Committee”	has the meaning ascribed thereto under the GEM Listing
	Rules
“GEM Listing Rules”	the Rules Governing the Listing of Securities on GEM
“General Rules of CCASS”	the terms and conditions regulating the use of CCASS,
	as may be amended or modified from time to time and
	where the context so permits, shall include the CCASS
	Operational Procedures
“Group”	the Company and its subsidiaries (from time to time)
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“HKSCC”	the Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	22 December 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of ascertaining
	certain information contained in this circular
“PRC”	the People’s Republic of China, and for the purpose of
	this circular, excludes Hong Kong, the Macau Special
	Administrative Region of the PRC and Taiwan

– 2 –

DEFINITIONS

“Share Consolidation”	the proposed consolidation of every ten (10) Existing
	Shares in the share capital of the Company into one (1)
	Consolidated Share in the share capital of the Company
“Shareholder(s)”	the holder(s) of the Existing Share(s) or the Consolidated
	Share(s), as the case may be
“Share(s)”	the Existing Share(s) or as the context may require, the
	Consolidated Share(s)
“Share Option Scheme”	has the meaning ascribed thereto under the section
	headed “Adjustments in relation to other securities of the
	Company” in this circular
“Share Options”	has the meaning ascribed thereto under the section
	headed “Adjustments in relation to other securities of the
	Company” in this circular
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent

– 3 –

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation is set out below.

Event Date and time
2022
Latest date and time for lodging transfer documents
in order to qualify for attending and voting at the EGM . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on
Wednesday, 12 January
Closure of the register of members for
the entitlements to attend and vote at the EGM. . . . . . . . . . . . . . . . . . . . . . Thursday, 13 January to
Tuesday, 18 January
(both days inclusive)
Latest time for lodging proxy forms for the EGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on
Sunday, 16 January
Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:00 p.m. on
Tuesday, 18 January
Publication of the announcement of the poll results of the EGM . . . . . . . . . . . Tuesday, 18 January
The following events are conditional on the fulfillment of the conditions for the
implementation of the Share Consolidation as set out in this circular.
Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 20 January
Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 20 January
First day of free exchange of existing share certificates
for new share certificates for Consolidated Shares . . . . . . . . . . . . . . . . . . . Thursday, 20 January
Original counter for trading in the Existing Shares
in board lots of 4,000 Existing Shares (in the form of
existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 20 January
Temporary counter for trading in the Consolidated Shares
in board lots of 400 Consolidated Shares (in the form of
existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Thursday, 20 January

– 4 –

EXPECTED TIMETABLE

Event Date and time
2022
Original counter for trading in the Consolidated Shares
in board lots of 4,000 Consolidated Shares (in the form of
new share certificates for the Consolidated Shares) re-opens. . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 8 February
Parallel trading in the Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 8 February
Designated broker starts to stand in the market to
provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . 9:00 a.m. on
Tuesday, 8 February
Designated broker ceases to stand in the market to
provide matching services for odd lots of the Consolidated Shares . . . . . . . . . . . . . . 4:00 p.m. on
Monday, 28 February
Temporary counter for trading in the Consolidated Shares
in board lots of 400 Consolidated Shares (in the form of
existing share certificates) closes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Monday, 28 February
Parallel trading in the Consolidated Shares (in the form of
new share certificates for the Consolidated Shares and
existing share certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on
Monday, 28 February
Last date and time for free exchange of
existing share certificates for new share certificates
for the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on
Wednesday, 2 March
Note: All times and dates in this circular refer to Hong Kong local times and dates. In the event that any special
circumstances arise, such dates and deadlines may be adjusted by the Board if it considers appropriate. Any changes
to the expected timetable will be published or notified to the Shareholders by way of announcement(s) on the GEM
website of the Stock Exchange and on the website of the Company as and when appropriate.

– 5 –

LETTER FROM THE BOARD

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Madison Holdings Group Limited 麥迪森控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8057)

Executive Directors: Ms. Kuo Kwan Mr. Zhang Li

Non-executive Directors: Mr. Ip Cho Yin J.P. Mr. Ji Zuguang (Chairman)

Independent non-executive Directors: Ms. Fan Wei Mr. Chu Kin Wang Peleus Dr. Lau Reimer, Mary Jean

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

Principal place of business in Hong Kong: Units 26-28, 8/F One Island South 2 Heung Yip Road Wong Chuk Hang Hong Kong

28 December 2021

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 17 December 2021 in respect of the Share Consolidation.

The purpose of this circular is to provide you with details of the Share Consolidation as well as to give you the notice of the EGM to be convened.

– 6 –

LETTER FROM THE BOARD

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of HK$0.001 each will be consolidated into one (1) Consolidated Share of HK$0.01 each.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$10,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.001 each, of which 6,231,272,277 Existing Shares have been issued and are fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no new Existing Shares will be issued or repurchased from the Latest Practicable Date until the effective date of the Share Consolidation, the authorised share capital of the Company will become HK$10,000,000 divided into 1,000,000,000 Consolidated Shares of par value of HK$0.01 each, of which 623,127,227 Consolidated Shares will be in issue which are 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 relevant 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 for any fractional Consolidated Shares to which the Shareholders may otherwise be entitled and the necessary professional expenses for the implementation of the Share Consolidation.

The Board believes that the Share Consolidation will not have any material adverse effect on the financial position of the Group and that on the date the Share Consolidation is to be effected, there are no reasonable grounds for believing that the Company is, or after the Share Consolidation would be, unable to pay its liabilities as they become due. The Share Consolidation will not involve any diminution of any liability in respect of any unpaid capital of the Company or the repayment to the Shareholders of any unpaid capital of the Company nor will it result in any change in the relative rights of the Shareholders.

– 7 –

LETTER FROM THE BOARD

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 EGM to approve the Share Consolidation;

• (ii) the GEM 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 the relevant procedures and requirements under the laws of the Cayman Islands (where applicable) and the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Share Consolidation, if any.

As at the Latest Practicable Date, none of the conditions precedent as set out above is fulfilled.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Thursday, 20 January 2022, being the second Business Day after the date of EGM.

Listing application

An application will be made by the Company to the GEM Listing Committee 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.

– 8 –

LETTER FROM THE BOARD

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.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots, if any, of the Consolidated Shares arising from the Share Consolidation, the Company has appointed CVP Securities Limited as an agent to provide matching services, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares during the period from Tuesday, 8 February 2022 to Monday, 28 February 2022 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Kwong or Mr. Hung of CVP Securities Limited at 19/F, 88 Gloucester Road, Wanchai, Hong Kong (telephone number: (852) 3199 0997 or 3199 0788 during office hours (i.e. 9:00 a.m. to 5:30 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.

– 9 –

LETTER FROM THE BOARD

Free exchange of share certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be Thursday, 20 January 2022, being the second Business Day immediately after the date of the EGM, the Shareholders may on or after Thursday, 20 January 2022 and until Wednesday, 2 March 2022 (both days inclusive), submit their existing share certificates in purple colour for the Existing Shares to the Company’s branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for exchange for new share certificates on the basis of every ten (10) Existing Shares for one (1) Consolidated Share without any fractional Consolidated Share in blue colour for the Consolidated Shares at the expense of the Company. Thereafter, a fee of HK$2.50 (or such other amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Company’s branch share registrar and transfer office for each share certificate for the Consolidated Shares issued or each share certificate for the Existing Shares submitted for cancellation, whichever is higher.

After 4:10 p.m. on Monday, 28 February 2022, trading will only be in Consolidated Shares which share certificates will be issued in blue colour. Existing share certificates in purple colour for the Existing Shares will cease to be valid for trading, settlement and registration purpose, but will remain valid and effective as documents of title.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the Latest Practicable Date, there are 508,300,000 outstanding share options (the “ Share Options ”) granted under the share option scheme of the Company adopted on 21 September 2015 (the “ Share Option Scheme ”) and convertible bonds (the “ Convertible Bonds ”) in the outstanding principal amount of HK$150,000,000 which may be converted into 136,363,636 Existing Shares at a conversion price of HK$1.1 per Existing Share upon full exercise of the conversion rights. The Share Consolidation may lead to adjustments to (i) the exercise prices of the Share Options and/or the number of Consolidated Shares to be issued under the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme; and/or (ii) the conversion price and/or the number of Consolidated Shares which may be issued upon exercise of the outstanding Convertible Bonds pursuant to the terms and conditions of the Convertible Bonds. The Company will make further announcement(s) on such adjustments as and when appropriate.

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.

– 10 –

LETTER FROM THE BOARD

REASONS FOR THE PROPOSED 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 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, the “Guide on Trading Arrangements for Selected Types of Corporate Actions” issued by Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 1 October 2020 states 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 17.76 of the GEM Listing Rules; and (ii) taking into account the minimum transaction costs for a securities trade, the expected board lot value per board lot should be greater than HK$2,000.

The Existing Shares have predominantly been trading at closing prices close to HK$0.1 each in the past few months. Based on the closing price of the Existing Shares of HK$0.079 as at the Latest Practicable Date, the Existing Shares were trading at board lot value of HK$316. In view of the prevailing trading prices of the Existing Shares, the Board proposes to implement the Share Consolidation.

The proposed Share Consolidation will reduce the total number of Shares currently in issue. As such, 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. As a result, the proposed Share Consolidation would enable the Company to continue to comply with the trading requirements under the GEM Listing Rules. Based on the closing price of HK$0.079 per Existing Share (equivalent to HK$0.79 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the expected market value of each board lot of 4,000 Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$3,160, which is greater than HK$2,000 and therefore complies with the requirement as set out in the said “Guide on Trading Arrangements for Selected Types of Corporate Actions”.

Save for the relevant expenses, including but not limited to professional fees and printing charge to be incurred by the Company, 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 the financial position of the Company or the proportionate interests of the Shareholders. In view of the above, the Board considers that the Share Consolidation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at Units 26-28, 8/F, One Island South, 2 Heung Yip Road, Wong Chuk Hang, Hong Kong on Tuesday, 18 January 2022 at 2:00 p.m. at which ordinary resolution will be proposed to the Shareholders to consider and, if thought fit, to approve the Share Consolidation is set out on pages 14 to 15 of this circular.

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 EGM.

Whether or not you intend to attend the EGM, you are requested to complete and return the form of proxy accompanying this circular in accordance with the instructions printed thereon in any event no later than Sunday, 16 January 2022 at 2:00 p.m. (Hong Kong time). Completion and return of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof in person if you so wish, and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 13 January 2022 to Tuesday, 18 January 2022 (both days inclusive) during which period no transfer of Shares will be registered. In order to be qualified to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant Share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 12 January 2022.

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.

– 12 –

LETTER FROM THE BOARD

COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors, the controlling shareholders of the Company or any of their respective close associates (as defined under the GEM Listing Rules) has any interest in a business which competes or may compete with the business of the Group nor does any of them has or may have any other conflict of interest with the Group.

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 resolution(s) approving, among other things, the Share Consolidation to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Board Madison Holdings Group Limited Ji Zuguang

Chairman and Non-executive Director

– 13 –

NOTICE OF EGM

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Madison Holdings Group Limited 麥迪森控股集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8057)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Madison Holdings Group Limited (the “ Company ”) will be held at Units 26-28, 8/F, One Island South, 2 Heung Yip Road, Wong Chuk Hang, Hong Kong on Tuesday, 18 January 2022 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the following resolution(s) with or without amendments as ordinary resolution(s) of the Company:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon, among other things, the GEM Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange:

• (a) every ten (10) issued and unissued shares of HK$0.001 each in the share capital of the Company be consolidated into one (1) share of HK$0.01 each (each a “ Consolidated Share ”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of association of the Company (the “ Share Consolidation ”);

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors (the “ Directors ”) of the Company may think fit; and

– 14 –

NOTICE OF EGM

• (c) the Directors be and are hereby authorised to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in order to effect, implement and complete any and all of the foregoing.”

By order of the Board Madison Holdings Group Limited Ji Zuguang Chairman and Non-executive Director

Hong Kong, 28 December 2021

Notes:

1. All resolutions at the Meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to Rule 17.47(4) of the GEM Listing Rules. The results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the GEM Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the Meeting convened by this notice is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him to attend and vote on his behalf. If more than one proxy is so appointed, the number of shares in respect of which each such proxy is so appointed must be specified in the relevant form of proxy.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. Sunday, 16 January 2022 at 2:00 p.m. (Hong Kong time)) or adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the above Meeting, the register of members of the Company will be closed from Thursday, 13 January 2022 to Tuesday, 18 January 2022, both dates inclusive, during which period no transfer of shares will be effected and registered. In order to be eligible to attend and vote at the Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on Wednesday, 12 January 2022.

As at the date of this notice, the executive Directors are Ms. Kuo Kwan and Mr. Zhang Li; the non-executive Directors are Mr. Ip Cho Yin J.P. and Mr. Ji Zuguang; and the independent nonexecutive Directors are Ms. Fan Wei, Mr. Chu Kin Wang Peleus and Dr. Lau Reimer, Mary Jean.

This notice will remain on the “Latest Listed Company Information” page of the GEM website at http://www.hkgem.com for at least seven days from the date of its publication and the Company’s website at http://www.madison-group.com.hk.

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