Directel Plans Share Capital Restructuring; Convenes 11 Sep 2026 EGM to Approve HK$46.53 Million Reduction

Bulletin Express
08/20

Directel Holdings Limited has called an extraordinary general meeting (EGM) for 10:00 a.m. on 11 September 2026 at its Hong Kong head office to seek shareholder approval for a comprehensive share capital reorganisation comprising a Capital Reduction and subsequent share Sub-division.

Key proposals: 1. Capital Reduction: • Par value of each issued ordinary share to be cut from HK$0.20 to HK$0.01. • Paid-up capital of HK$0.19 per share—totalling HK$46.53 million on 244.88 million shares—will be cancelled. • Issued share capital will shrink from HK$48.98 million to HK$2.45 million.

2. Share Sub-division: • Each authorised but unissued HK$0.20 share will be split into 20 new ordinary shares of HK$0.01 par value. • Post-restructuring authorised capital remains HK$100 million, now divided into 10.00 billion shares.

3. Reserve Creation: • The HK$46.53 million credit arising from the Capital Reduction will be transferred to a capital reduction reserve, designated as distributable for future loss set-off or dividend payments subject to statutory and listing-rule compliance.

4. Share Rights: • All new ordinary shares will rank pari passu in all respects, maintaining existing shareholder rights under the company’s memorandum and articles.

Conditions precedent: • Execution of a directors’ solvency statement in accordance with the Cayman Islands Companies Act (As Revised). • Registration of the solvency statement and relevant minute by the Cayman Islands Registrar of Companies. • Full compliance with Cayman Islands law and GEM Listing Rules. • Listing Committee approval for the admission and dealing of the new ordinary shares. The restructuring will become effective on the date all conditions are fulfilled (“Effective Date”).

Meeting logistics: • Shareholders recorded on 11 September 2026 are eligible to vote; the register will close from 8–11 September 2026. • Proxy forms must reach Tricor Investor Services by 10:00 a.m. on 9 September 2026.

Governance: The board, comprising two non-executive, one executive and three independent non-executive directors, unanimously accepts responsibility for the accuracy and completeness of the notice.

If weather warnings (tropical cyclone signal No. 8 or black rainstorm) are in force after 7:00 a.m. on 11 September 2026, the meeting will be postponed; further details will be announced accordingly.

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