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Pacific Basin Shipping Limited Proxy Solicitation & Information Statement 2026
50538_rns_2026-01-19_7d040101-9466-4a98-916b-57d2cffbe769.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.
If you have sold or transferred all your shares in China Smarter Energy Group Holdings Limited, you should at once hand or forward this circular, together with the enclosed form of proxy, to the purchaser(s) or transferee(s) or the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED
中 國 智 慧 能 源 集 團 控 股 有 限 公 司 *
(Incorporated in Bermuda with limited liability) (Stock Code: 1004)
- (1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE;
- AND
- (3) NOTICE OF SPECIAL GENERAL MEETING
A notice convening the SGM to be held at 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 6 February 2026 at 11:00 a.m. is set out on pages SGM-1 to SGM-3 of this circular. A form of proxy for use by the shareholders of the Company at the SGM is sent to you with this circular.
Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event by 11:00 a.m. on Wednesday, 4 February 2026 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any) to the office of the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.
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CONTENTS
| Page | |
|---|---|
| Definitions | 1 |
| Expected Timetable | 3 |
| Letter from the Board | 5 |
| Notice of Special General Meeting | SGM-1 |
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DEFINITIONS
In this circular, unless the context otherwise requires, capitalized terms used shall have the following meanings:
| Term | Definition |
|---|---|
| "Board" | the board of Directors |
| "Business Day(s)" | day(s) (excluding Saturdays, Sundays and public holidays) on which licensed banks in Hong Kong are open for business throughout their normal business hours |
| "CCASS" | the Central Clearing and Settlement System established and operated by HKSCC |
| "Change in Board Lot Size" | the change in board lot size of the Shares for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Consolidated Shares conditional upon the Share Consolidation becoming effective |
| "Company" | China Smarter Energy Group Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (Stock code: 1004) |
| "Consolidated Share(s)" | ordinary share(s) of par value HK\$0.05 each in the share capital of the Company immediately after the Share Consolidation becoming effective |
| "Director(s)" | the director(s) of the Company |
| "Existing Share(s)" | issued and unissued ordinary share(s) of par value HK\$0.0025 each in the share capital of the Company prior to the Share Consolidation becoming effective |
| "General Rules of HKSCC" | the terms and conditions regulating the use of HKSCC's services, as may be amended, supplemented and/or otherwise modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures |
| "Group" | the Company and its subsidiaries |
| "HKSCC" | Hong Kong Securities Clearing Company Limited |
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DEFINITIONS
"HKSCC Operational the operational procedures of the HKSCC, containing the practices,
Procedures" procedures and administrative or other requirements relating to the
operations and functions of CCASS, as from time to time in force
"HK\$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the People's
Republic of China
"Latest Practicable Date" 12 January 2026, being the latest practicable date prior to the printing
of this circular for the purpose of ascertaining certain information in
this circular
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Registrar" the Company's branch share registrar and transfer office in Hong
Kong, Tricor Investor Services Limited at 17/F, Far East Finance
Centre, 16 Harcourt Road, Hong Kong
"SGM" the special general meeting of the Company to be convened for
the purpose of considering and, if thought fit, approving the Share
Consolidation
"Share(s)" Existing Share(s) and/or Consolidated Share(s), as the case may be
"Share Consolidation" the proposed share consolidation on the basis that every twenty (20)
issued and unissued Existing Shares be consolidated into one (1)
Consolidated Share
"Shareholder(s)" the holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
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EXPECTED TIMETABLE
The expected timetable for the implementation of the Share Consolidation and the Change in Board Lot Size is set out below. 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.
| Events Time and Date |
||
|---|---|---|
| Expected despatch date of circular with notice of the SGMon or before Monday, 19 January 2026 |
||
| Latest date and time for lodging transfer documents in order to qualify for attending and voting at the SGM4:30 p.m. on Friday, 30 January 2026 |
||
| Closure of register of members for the determination of the entitlement to attend and vote at the SGM Monday, 2 February 2026 to Friday, 6 February 2026 (both dates inclusive) |
||
| Latest date and time for lodging forms of proxy for the SGM 11:00 a.m. on Wednesday, 4 February 2026 |
||
| Record date for attending the SGM Friday, 6 February 2026 |
||
| Date and time of the SGM 11:00 a.m. on Friday, 6 February 2026 |
||
| Publication of the announcement of the results of the SGMFriday, 6 February 2026 | ||
| The following events are conditional upon the fulfilment of the conditions for the implementation of the Share Consolidation and the Change in Board Lot Size as set out in this circular: |
||
| Effective date of the Share Consolidation Tuesday, 10 February 2026 |
||
| First day of free exchange of existing share certificates for new share certificates for the Consolidated Shares Tuesday, 10 February 2026 |
||
| Dealing in the Consolidated Shares commences 9:00 a.m. on Tuesday, 10 February 2026 |
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EXPECTED TIMETABLE
| Events Time and Date |
|---|
| Original counter for trading in the Existing Shares in board lots of 2,000 Existing Shares (in the form of |
| existing share certificates) temporarily closes 9:00 a.m. on Tuesday, 10 February 2026 |
| Temporary counter for trading in Consolidated Shares in temporary board lots of 100 Consolidated Shares |
| (in the form of existing share certificates) opens 9:00 a.m. on Tuesday, 10 February 2026 |
| Original counter for trading in Consolidated Shares in board lots of 10,000 Consolidated Shares |
| (in the form of new share certificates for Consolidated Shares) re-opens 9:00 a.m. on Friday, 27 February 2026 |
| 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 Friday, 27 February 2026 |
| Designated broker starts to stand in the market to provide matching services for odd lots of the Consolidated Shares 9:00 a.m. on Friday, 27 February 2026 |
| Designated broker ceases to stand in the market to provide matching services for odd lots of the Consolidated Shares 4:00 p.m. on Thursday, 19 March 2026 |
| Temporary counter for trading in the Consolidated Shares in board lots of 100 Consolidated Shares (in the form of existing share certificates) closes 4:10 p.m. on Thursday, 19 March 2026 |
| Parallel trading in Consolidated Shares (in the form of new share certificates for the Consolidated Shares and |
| existing share certificates) ends 4:10 p.m. on Thursday, 19 March 2026 |
| Last day for free exchange of existing share certificates into new share certificates for Consolidated Shares 4:30 p.m. on Monday, 23 March 2026 |
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CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED
中 國 智 慧 能 源 集 團 控 股 有 限 公 司 *
(Incorporated in Bermuda with limited liability) (Stock Code: 1004)
Executive Directors:
Mr. Chen Xiaxuan (Chairman of the Board and
Chief Executive Officer)
Mr. Bo Dateng
Ms. Yue Lu
Independent Non-executive Directors:
Mr. Pun Hau Man
Mr. Lo Ka Ki
Mr. Choi Pun Lap
Registered office:
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Head office and principal place of
business in Hong Kong:
Room 2109, 21st Floor
Wayson Commercial Building
28 Connaught Road West
Sheung Wan Hong Kong
19 January 2026
To the Shareholders
Dear Sir/Madam,
- (1) PROPOSED SHARE CONSOLIDATION;
- (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND
- (3) NOTICE OF SPECIAL GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 5 January 2026 in relation to, among other matters, the proposed Share Consolidation and proposed Change in Board Lot Size. The purpose of this circular is to provide you with more information regarding the proposed Share Consolidation and proposed Change in Board Lot Size and to give you notice of the SGM.
* For identification purpose only
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PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of par value of HK\$0.0025 each be consolidated into one (1) Consolidated Share of HK\$0.05 each.
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorised share capital of the Company is HK\$300,000,000 divided into 120,000,000,000 Shares of par value of HK\$0.0025 each, and there are 9,374,351,360 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued from the Latest Practicable Date up to the date of the SGM, upon the Share Consolidation becoming effective, there will be 468,717,568 Consolidated Shares in issue which are fully paid or credited as fully paid. The authorised share capital of the Company will remain at HK\$300,000,000 but will be divided into 6,000,000,000 Consolidated Shares of HK\$0.05 each.
Upon the Share Consolidation becoming effective, the Consolidated Shares will 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 not 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 which will not be allocated to the Shareholders who may otherwise be entitled.
Conditions of the Share Consolidation
The Share Consolidation is conditional upon the following conditions:
- (i) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Consolidation;
- (ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective; and
- (iii) the compliance with the relevant procedures and requirements under the applicable laws of Bermuda and Hong Kong (where applicable) and the Listing Rules to effect the Share Consolidation.
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 currently expected to be on Tuesday, 10 February 2026.
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Application for listing of the Consolidated Shares
An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares 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 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 HKSCC and HKSCC 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 in issue of the Company are listed or dealt in on any other stock exchange other than the Stock Exchange. Upon 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 currently proposed to be sought.
Adjustments in relation to other securities of the Company
As at the Latest Practicable Date, the Company has no 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.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. It is proposed that, subject to and conditional upon the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 2,000 Existing Shares to 10,000 Consolidated Shares.
Based on the closing price of HK\$0.023 per Existing Share (equivalent to the theoretical closing price of HK\$0.46 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, (i) the value of each existing board lot of Existing Shares is HK\$46; (ii) the value of each board lot of 2,000 Consolidated Shares would be HK\$920 assuming the Share Consolidation becoming effective; and (iii) the estimated value per board lot of 10,000 Consolidated Shares would be HK\$4,600 assuming that the Change in Board Lot Size had also been effective.
The Change in Board Lot Size will not result in any change in the relative rights of the Shareholders.
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OTHER ARRANGEMENTS
Fractional entitlement to Consolidated Shares
Fractional Consolidated Shares (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 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.
Shareholders who are 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 the Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.
Odd lots arrangement and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Gransing Securities Co., 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 9:00 a.m. on Friday, 27 February 2026 to 4:00 p.m. on Thursday, 19 March 2026 (both days inclusive). Shareholders who wish to take advantage of this facility should contact Mr. Tsang Yiu Yeung at Unit 802, 8/F, Worldwide House, 19 Des Voeux Road Central, Central, Hong Kong or at telephone number: +852 3162 6888 during office hour (i.e. 9:00 a.m. to 4:00 p.m.) of such period. Shareholders who would like to match odd lots are recommended to make an appointment by dialing the telephone number of +852 3162 6888 set out above.
Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.
Exchange of share certificates
Subject to the Share Consolidation having become effective, Shareholders may during the specified period submit share certificates for Shares to the Company's share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, in exchange for new share certificates for the Consolidated Shares in blue colour at the expense of the Company.
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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 the number of share certificates cancelled/issued is higher.
Subject to the Share Consolidation becoming effective, after 4:10 p.m. on Thursday, 19 March 2026, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares in grey colour 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.
REASONS FOR THE SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE
Pursuant to Rule 13.64 of the 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 the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on September 2024 (the "Guide") has further stated that (i) market price of the shares at a level less than HK\$0.10 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 board lot value should be greater than HK\$2,000.
The recent trading price of the Existing Shares is at a level below HK\$0.10 and the existing board lot value of the Company has been constantly less than HK\$2,000. 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. As a result, the proposed Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules. The Company also considers that the proposed Change in Board Lot Size will maintain the trading amount for each board lot at a reasonable level and attract more investors and broaden the shareholder base of the Company. Based on the closing price of HK\$0.023 per Existing Share (equivalent to the theoretical closing price of HK\$0.46 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the expected market value of each board lot of 10,000 Consolidated Shares, assuming the Share Consolidation and the Change in Board Lot Size had become effective, would be HK\$4,600, which is greater than HK\$2,000 and therefore complies with the requirement as set out in the Guide.
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Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size, the implementation of the Share Consolidation and the Change in Board Lot Size 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. With a corresponding upward adjustment in the trading price of the Consolidated Shares, the Board believes that investment in the Consolidated Shares would be more attractive to a broader range of investors, thereby improving the liquidity of the Consolidated Shares and further broadening the Shareholder base of the Company.
Although the Share Consolidation and the Change in Board Lot Size may lead to the creation of odd lots of Shares owned by the Shareholders, the Company will designate an agent to stand in the market to provide matching services for odd lots of Shares for a period of not less than three weeks, which is expected to effectively alleviate the difficulties caused by the creation of odd lots of Shares.
Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to and in the interest of the Company and the Shareholders as a whole.
As at the Latest Practicable Date, the Company has no intention to carry out other corporate actions or arrangement, including share consolidation, share sub-division and capital reduction, in the next 12 months, which may have an effect of undermining or negating the intended purpose of the Share Consolidation and the Change in Board Lot Size.
As at the Latest Practicable Date, the Company has no concrete plans to conduct any equity fundraising in the next 12 months. However, the Company is from time to time looking for strategic investors to broaden their investor base and will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.
CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the SGM, the register of members of the Company will be closed from Monday, 2 February 2026 to Friday, 6 February 2026, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Registrar for registration not later than 4:30 p.m. on Friday, 30 January 2026.
SPECIAL GENERAL MEETING
The notice of the SGM is set out on pages SGM-1 to SGM-3 of this circular. At the SGM, an ordinary resolution will be proposed to approve the Share Consolidation and the matters contemplated thereunder. A form of proxy for use at the SGM is enclosed with this circular and such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Results of the poll voting will be published on the Company's website at www.cse1004.com and the website of Stock Exchange at www.hkexnews.hk after the SGM.
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To the best knowledge, information and belief of the Directors having made all reasonable enquiries, as at the Latest Practicable Date, no Shareholder had a material interest in the proposed Share Consolidation and the Change in Board Lot Size and accordingly, no Shareholder is required to abstain from voting at the SGM.
Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible but in any event by 11:00 a.m. on Wednesday, 4 February 2026 or not later than 48 hours before the time appointed for holding the adjourned meeting (if any) to the office of the Registrar. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.
VOTING BY POLL AT THE SGM
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, resolution put to the vote at the SGM will be taken by way of poll.
After the conclusion of the SGM, the poll results will be published on the website of the Stock Exchange and the website of the Company at www.cse1004.com.
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 believe that the proposed Share Consolidation is in the best interests of the Company as well as the Shareholders as a whole. Accordingly, the Directors recommend all the Shareholders to vote in favour of the resolution approving the Share Consolidation to be proposed at the SGM.
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WARNING
Shareholders and potential investors of the Company 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" in this circular. Accordingly, the Share Consolidation may or may not proceed.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.
Yours faithfully, By order of the Board China Smarter Energy Group Holdings Limited Chen Xiaxuan
Chairman and Executive Director
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NOTICE OF SPECIAL GENERAL MEETING
CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED
中 國 智 慧 能 源 集 團 控 股 有 限 公 司 *
(Incorporated in Bermuda with limited liability) (Stock Code: 1004)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the special general meeting (the "Meeting") of China Smarter Energy Group Holdings Limited (the "Company") will be held at 14/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong on Friday, 6 February 2026 at 11:00 a.m. (or any adjournment thereof) for the purposes of considering and, if thought fit, passing the following resolution with or without amendments as an ordinary resolution of the Company:
ORDINARY RESOLUTION
"THAT subject to and conditional upon, the 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), and the compliance with the relevant procedures and requirements under the applicable laws of Bermuda and Hong Kong (where applicable) and the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") to effect the Share Consolidation (as defined below), with effect from the later of: (a) the second business day immediately following the day of passing of this resolution or (b) the date on which all such conditions are fulfilled:
- (a) every twenty (20) issued and unissued ordinary shares with a par value of HK\$0.0025 each (each an "Existing Share") in the share capital of the Company be consolidated into one (1) ordinary share with a par value of HK\$0.05 (each a "Consolidated Share") and such Consolidated Share shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the Memorandum of Association and Bye-laws of the Company (the "Share Consolidation") so that following the Share Consolidation, the authorised share capital of the Company shall be changed from HK\$300,000,000 divided into 120,000,000,000 Existing Shares with a par value of HK\$0.0025 each to HK\$300,000,000 divided into 6,000,000,000 Consolidated Shares with a par value of HK\$0.05 each;
- (b) all fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the "Directors") may think fit; and
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NOTICE OF SPECIAL GENERAL MEETING
(c) any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he or she considers necessary, desirable or expedient to give effect to, implement and complete the Share Consolidation and all of the foregoing."
By order of the Board China Smarter Energy Group Holdings Limited Chen Xiaxuan
Chairman and Executive Director
Hong Kong, 19 January 2026
Registered office: Head office and principal place of business in Hong Kong:
Clarendon House Room 2109, 21st Floor
2 Church Street Hamilton HM11 Wayson Commercial Building 28 Connaught Road West
Bermuda Sheung Wan Hong Kong
Notes:
-
- A member of the Company entitled to attend and vote at the Meeting convened by this notice is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
-
- In the case of joint holders of Existing Shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such Existing Shares as if he or she was solely entitled thereto, but if more than one of such joint holders are present at the Meeting, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such Existing Shares shall alone be entitled to vote in respect thereof.
-
- In order for such appointment to be valid, the form of proxy, and, if required, the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy or office copy of that power or authority must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjournment thereof.
-
- Completion and return of the proxy form shall not preclude a member from attending and voting in person at the Meeting and in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
- The register of members of the Company will be closed from Monday, 2 February 2026 to Friday, 6 February 2026, both days inclusive, during which period no transfer of Existing Shares can be registered. In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, 30 January 2026.
-
- The resolution will be voted by way of poll as required by Rule 13.39(4) of the Listing Rules.
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NOTICE OF SPECIAL GENERAL MEETING
-
- If a black rainstorm warning signal, a tropical cyclone warning signal no. 8 or above or "extreme conditions" caused by super typhoons or other natural disaster of a substantial scale is in force at or at any time after 8:00 a.m. on the date of the meeting, the meeting will be postponed. The Company will publish an announcement on the Company's website at www.cse1004.com and the website of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk to notify members of the date, time and place of the rescheduled meeting.
-
- All times and dates specified herein refer to Hong Kong local times and dates.
As of the date of this notice, Mr. Chen Xiaxuan, Mr. Bo Dateng and Ms. Yue Lu are the executive directors of the Company; and Mr. Pun Hau Man, Mr. Lo Ka Ki and Mr. Choi Pun Lap are the independent non-executive directors of the Company.