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Platt Nera International 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Platt Nera International Limited (the “Company”), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank, the licensed securities dealer or other agent through whom the sale 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.
This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.
platt nera
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
(I) PROPOSED SHARE CONSOLIDATION;
(II) PROPOSED CHANGE IN BOARD LOT SIZE;
AND
(III) NOTICE OF EXTRAORDINARY GENERAL MEETING
The notice convening the extraordinary general meeting (the “EGM”) of the Company to be held at 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Wednesday, 3 December 2025 at 11:00 a.m. (Bangkok time)/12:00 p.m. (Hong Kong time) is set out on pages EGM-1 to EGM-2 of this circular.
Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s share registrar and transfer office, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from subsequently attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (https://www.plattnera.com).
- For identification purpose only
17 November 2025
CONTENTS
Page
DEFINITIONS ... 1
EXPECTED TIMETABLE ... 3
LETTER FROM THE BOARD ... 5
NOTICE OF EGM ... EGM-1
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following terms shall have the following meanings:
“Board”
the board of Directors
“Business Day(s)”
a day (excluding Saturday, Sunday, public holiday and on which no tropical cyclone warning signal no. 8 or above is hoisted, no “black rainstorm warning signal” is issued and no “extreme conditions” is announced in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are open for general banking business
“CCASS”
the Central Clearing and Settlement System established and operated by HKSCC
“Change in Board Lot Size”
the proposed change in board lot size of the Shares for trading on the Stock Exchange from 2,000 Existing Shares to 4,000 Consolidated Shares
“Company”
Platt Nera International Limited, a company incorporated in Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“Consolidated Share(s)”
the ordinary share(s) of 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
“EGM”
the extraordinary general meeting of the Company to be convened and held for the Shareholders to consider and, if thought fit, approve the Share Consolidation
“Existing Share(s)”
the ordinary share(s) of HK$0.01 each in the existing share capital of the Company immediately before the Share Consolidation becoming effective
“General Rules of HKSCC”
the terms and conditions regulating the use of HKSCC’s services, as may be amended, supplemented and/or otherwise modified from time to time and where the context so permits, shall include the HKSCC Operational Procedures
“Group”
the Company and its subsidiaries
“HKSCC”
Hong Kong Securities Clearing Company Limited
- 1 -
DEFINITIONS
| “HKSCC Operational Procedures” | the operational procedures of the HKSCC, containing HKSCC’s services and the practices, procedures and administrative or other requirements relating to the operations and functions of CCASS or any other platform, as from time to time in force |
|---|---|
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Latest Practicable Date” | 10 November 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Share(s)” | Existing Share(s) and/or Consolidated Share(s), as the case may be |
| “Share Consolidation” | the proposed share consolidation on the basis that every five (5) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share |
| “Shareholder(s)” | holder(s) of the Shares from time to time |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “%” | per cent. |
- 2 -
EXPECTED TIMETABLE
The expected timetable for the implementation of the Share Consolidation and the Change in Board Lot Size is as follows:
| Event | Time and Date |
|---|---|
| Latest time and date for lodging transfers of Shares to | |
| qualify for attendance and voting at the EGM | 4:00 p.m. on |
| Thursday, 27 November 2025 | |
| Record date for attendance and voting at the EGM | Thursday, 27 November 2025 |
| Latest time and date for lodging forms of proxy for the EGM | 12:00 p.m. on |
| Monday, 1 December 2025 | |
| Time and date of the EGM to approve the Share Consolidation | 12:00 p.m. on |
| Wednesday, 3 December 2025 | |
| Publication of announcement of poll results of the EGM | Wednesday, 3 December 2025 |
The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation and the Change in Board Lot Size 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.
Effective date of the Share Consolidation. Friday, 5 December 2025
First day of free exchange of existing share certificates
for new share certificates for the Consolidated Shares. Friday, 5 December 2025
Commencement of dealings in the Consolidated Shares. 9:00 a.m. on
Friday, 5 December 2025
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
Friday, 5 December 2025
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
Friday, 5 December 2025
Original counter for trading in the Consolidated Shares
in board lots of 4,000 Consolidated Shares (in the form of
new share certificates) re-opens. 9:00 a.m. on
Friday, 19 December 2025
EXPECTED TIMETABLE
| Event | Time and Date |
|---|---|
| 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, 19 December 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 |
| Friday, 19 December 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 |
| Tuesday, 13 January 2026 | |
| 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 |
| Tuesday, 13 January 2026 | |
| 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 |
| Tuesday, 13 January 2026 | |
| Last day for free exchange of existing share certificates for new share certificates for the Consolidated Shares | 4:00 p.m. on |
| Thursday, 15 January 2026 |
All times and dates in this circular refer to Hong Kong local times and dates. The Shareholders should note that the dates and deadlines specified in this circular for events in the expected timetable for the Share Consolidation are subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by the Shareholders at the EGM, and are therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate.
- 4 -
LETTER FROM THE BOARD
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
Executive Directors:
Mr. Prapan Asvaplungprohm (Chairman)
Mr. Wu Shuyu
Ms. Hong Yiwen
Independent non-executive Directors:
Mr. Yuen Kwok Kuen
Mr. Cheung Pan
Mr. Chan Chi Fai David
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
17 November 2025
To the Shareholders,
Dear Sir or Madam,
(I) PROPOSED SHARE CONSOLIDATION;
(II) PROPOSED CHANGE IN BOARD LOT SIZE; AND
(III) NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
Reference is made to the announcement of the Company dated 31 October 2025 in relation to the proposed Share Consolidation and the proposed Change in Board Lot Size.
The purpose of this circular is to provide you with details of the proposed Share Consolidation and the proposed Change in Board Lot Size as well as to give you a notice convening the EGM.
PROPOSED SHARE CONSOLIDATION
The Board proposes to implement the Share Consolidation on the basis that every five (5) Existing Shares in the issued and unissued share capital of the Company be consolidated into one (1) Consolidated Share.
- For identification purpose only
LETTER FROM THE BOARD
Effects of the Share Consolidation
As at the Latest Practicable Date, the authorized share capital of the Company is HK$100,000,000 divided into 10,000,000,000 Existing Shares of HK$0.01 each and there are 960,000,000 Existing Shares in issue which are fully paid or credited as fully paid. Assuming no further Shares will be issued, allotted or repurchased from the Latest Practicable Date until the effective date of the Share Consolidation, there will be 192,000,000 Consolidated Shares in issue which are fully paid. The authorized share capital of the Company will remain unchanged at HK$100,000,000 but will be divided into 2,000,000,000 Consolidated Shares with par value of HK$0.05 each.
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 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 will not be allocated to the Shareholders who may otherwise be entitled.
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 for the benefits 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 Existing Shares in a number sufficient to make up an entitlement to receive a whole number of Consolidated Shares.
Conditions and expected effective date of the Share Consolidation
The Share Consolidation is conditional upon the following conditions being satisfied:
(i) the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the EGM;
(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 Hong Kong laws (where applicable) and the Listing Rules to effect the Share Consolidation.
LETTER FROM THE BOARD
Subject to the fulfillment of the above conditions, the effective date of the Share Consolidation is expected to be on Friday, 5 December 2025, being the second Business Day immediately after the date of the EGM. As at the Latest Practicable Date, none of the conditions above had been fulfilled.
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.
Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, 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.
As at the Latest Practicable Date, none of the Existing Shares or any other equity or debt securities 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 proposed to be sought.
Arrangement on odd lots trading and matching services
In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Fortune Origin Securities Limited to stand in the market 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. Holders of odd lots of the Consolidated Shares who wish to take advantage of this facility may contact Mr. Pong Cheuk Pun (telephone number: 3702 7088) of Fortune Origin Securities Limited during the period from 9:00 a.m. on Friday, 19 December 2025 to 4:00 p.m. on Tuesday, 13 January 2026 (both days inclusive).
Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Any Shareholder, who is in any doubt about the odd lots trading arrangement, is recommended to consult his/her/its own professional advisers.
Shareholders or potential investors should note that (i) odd lots may be created after the Share Consolidation; (ii) odd lots arrangements do not guarantee successful matching of all odd lots at the relevant market price; and (iii) odd lots might be sold below the market price in the market.
LETTER FROM THE BOARD
Free exchange of share certificates for the Consolidated Shares
Subject to the Share Consolidation having become effective, Shareholders may during the period from Friday, 5 December 2025 to 4:00 p.m. on Thursday, 15 January 2026 (both days inclusive) submit existing share certificates in orange for the Existing Shares to the Company’s share registrar and transfer office in Hong Kong, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong in exchange for new share certificates in green for the Consolidated Shares at the expense of the Company.
Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.5 (or such other amount as may be allowed by the Stock Exchange from time to time) by the Shareholders for each share certificate for the Existing Shares cancelled 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 Tuesday, 13 January 2026, trading will only be in Consolidated Shares and existing share certificates for the Existing Shares will cease to be valid for delivery, trading and settlement purposes, but will remain good evidence of legal title.
PROPOSED CHANGE IN BOARD LOT SIZE
As at the Latest Practicable Date, the Existing Shares are traded on the Stock Exchange in bard 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 4,000 Consolidated Shares.
Based on the closing price of HK$0.18 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date, the theoretical value of each board lot of 4,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$3,600 based on the theoretical closing price per Consolidated Share of HK$0.90.
The Change in Board Lot Size will not result in change of the relative rights of the Shareholders.
LETTER FROM THE BOARD
REASONS FOR AND BENEFIT OF 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 the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. Further, according to the “Guide on trading arrangements for selected types of corporate actions” issued by the Stock Exchange on 28 November 2008 and last updated in September 2024 (the “Guide”), it has stated that the market price of the shares at a level less than HK$0.10 each will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules. It has also stated in the Guide that taking into account the minimum transaction costs for a securities trade, the expected board lot value should be greater than HK$2,000.
As at the Latest Practicable Date, the closing price of an Existing Share of the Company was HK$0.18, with a board lot size of 2,000 Existing Shares, the existing board lot value was HK$360.00, which was less than HK$2,000. From 2 January 2025 to 14 July 2025, the closing prices of an Existing Share of the Company were below HK$0.10 which shall be considered as trading at extremity according to the Guide. From 15 July 2025 to the date of this announcement, the closing prices of an Existing Share of the Company were in the range of HK$0.106 to HK$0.325 which were still almost reaching extremity. In the view of the share prices of the Company since 2 January 2025, the Board proposes to effect the Share Consolidation and the Change in Board Lot Size in order to be in better compliance with the trading requirements of the Listing Rules such that upon the Share Consolidation and the Change in Board Lot Size becoming effective, the theoretical share price of the Company would be HK$0.90 per Consolidated Share and the theoretical board lot value would be HK$3,600 (based on board lot size of 4,000 Consolidated Shares).
In the view of the above, it is considered that the Share Consolidation and the Change in Board Lot Size will enable the Company to be in better compliance with the trading requirements under the Listing Rules and reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot size, since most of the banks/securities houses will charge a minimum transaction cost for each securities trade. It is believed that the Share Consolidation and the Change in Board Lot Size will maintain the trading amount for each board lot at a reasonable level and will enhance the corporate image of the Company so as to make investing in the Shares more attractive to broader range of institutional and professional investors and thus help to further broaden the shareholders’ base of the Company.
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 concrete plan to conduct any fund-raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to meet its operational needs or support future development of the Group. The Company will make further announcement in accordance with the Listing Rules as and when appropriate.
- 9 -
LETTER FROM THE BOARD
EGM
The EGM will be convened and held at 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Wednesday, 3 December 2025 at 11:00 a.m. (Bangkok time)/12:00 p.m. (Hong Kong time) for the Shareholders to consider and, if thought fit, to approve the proposed Share Consolidation. The proposed resolution will be conducted by way of a poll at the EGM pursuant to Rule 13.39(4) of the Listing Rules and an announcement on the results of the EGM will be made by the Company after the EGM.
The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be Thursday, 27 November 2025. In order to be eligible to attend and vote at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar and transfer office, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 27 November 2025.
A form of proxy for use at the EGM is enclosed with this circular. This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (https://www.plattnera.com). Whether or not you are able to attend and/or vote at the EGM in person, you are requested to complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar and transfer office, Union Registrars Limited, at Suites 3301–04, 33/F, Two Chinachem Exchange Square, 338 King’s Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time fixed for the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish. In such event, the form of proxy shall be deemed to be revoked.
A notice of EGM is set out on pages EGM-1 to EGM-2 of this circular.
As at the Latest Practicable Date, to the best of Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders have a material interest in the Share Consolidation and the transactions contemplated thereunder and therefore no Shareholders are required to abstain from voting on the resolution to approve the Share Consolidation at the EGM.
Shareholders and potential investors of the Company should note that the Share Consolidation is conditional upon satisfaction of the conditions set out in the paragraph headed “Conditions and expected effective date 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 securities of the Company. If they are in any doubt, they should consult their professional advisers.
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the proposed Share Consolidation is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the resolution to approve the Share Consolidation to be proposed at the EGM.
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.
Yours faithfully,
For and on behalf of the Board
Platt Nera International Limited
Prapan Asvaplungprohm
Chairman, Chief Executive Officer and
Executive Director
- 11 -
NOTICE OF EGM
Platt Nera International Limited
佰達國際控股有限公司*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 1949)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Platt Nera International Limited (the “Company”) will be held at 170/9–10 Ocean Tower 1, 4th Floor, Soi Sukhumvit 16 (Sammit), Ratchadapisek Road, Klongtoey, Bangkok 10110, Thailand on Wednesday, 3 December 2025 at 11:00 a.m. (Bangkok time)/12:00 p.m. (Hong Kong time) for the purpose of considering, and if thought fit, with or without amendments or modifications, passing the following resolution as an ordinary resolution of the Company:
ORDINARY RESOLUTION
- “THAT subject to the satisfaction of the conditions set out in the Letter from the Board under the heading “Conditions and expected effective date of the Share Consolidation” in the circular of the Company dated 17 November 2025, with effect from the second business day immediately following the date on which this resolution is passed:
(a) every five (5) issued and unissued ordinary shares of the Company of a par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) ordinary share with a par value of HK$0.05 each (each a “Consolidated Share”) (the “Share Consolidation”), and 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 contained in the memorandum of association and articles of association of the Company;
(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 for the benefits of the Company in such manner and on such terms as the directors of the Company (the “Directors”) may think fit;
(c) immediately following the Share Consolidation, the authorised share capital of the Company be changed from HK$100,000,000 divided into 10,000,000,000 ordinary shares of par value of HK$0.01 each to HK$100,000,000 divided into 2,000,000,000 ordinary shares of par value of HK$0.05 each; and
- For identification purpose only
NOTICE OF EGM
(d) any one of the Directors be and is hereby authorised to do all such acts and things, to sign and execute such documents or agreements on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary, appropriate, desirable and expedient for the purposes of implementing and giving effect to or in connection with the Share Consolidation.”
By Order of the Board of
Platt Nera International Limited
Prapan Asvaplungprohm
Chairman, Chief Executive Officer and
Executive Director
Hong Kong, 17 November 2025
Registered office:
Cricket Square
Hutchins Drive
PO Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Notes:
- A member who is the holder of two or more shares may appoint one or more proxies to attend, and on a poll vote in his stead. A proxy need not be a member of the Company.
- Where there are joint registered holders of any shares, any one of such persons may vote at the above meeting (or at any adjournment thereof), either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
- The record date for determining the entitlement of the shareholders of the Company to attend and vote at the EGM will be Thursday, 27 November 2025. In order to be eligible to attend and vote at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar and transfer office, Union Registrars Limited, at Suites 3301-04, 33/F, Two Chinachem Exchange Square, 338 King's Road, North Point, Hong Kong, for registration not later than 4:00 p.m. on Thursday, 27 November 2025.
- In order to be valid, a form of proxy must be deposited at the Company's share registrar and transfer office together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.
- Completion and return of the form of proxy will not preclude any member from attending and voting in person at the EGM or any adjourned meeting thereof should he so wishes, and in such event, the instrument appointing a proxy shall be deemed to be revoked.
- In accordance with the Listing Rules, voting on the above resolution will be taken by poll.
As at the date of this notice, the Board comprises Mr. Prapan Asvaplungprohm, Mr. Wu Shuyu and Ms. Hong Yiwen as executive Directors, and Mr. Yuen Kwok Kuen, Mr. Cheung Pan and Mr. Chan Chi Fai David as independent non-executive Directors.
- EGM-2 -