Dufu Liquor Group Limited has proposed a comprehensive capital reorganisation and a change in trading board lot size, subject to shareholder approval at a special general meeting (SGM) on 22 May 2026.

Key transaction details

1. Share consolidation • Every ten existing shares of HK$0.10 each will be consolidated into one consolidated share of HK$1.00. • Issued shares will contract from 1.29 billion to 129.47 million.

2. Capital reduction and share sub-division • Par value of each issued consolidated share will be cut from HK$1.00 to HK$0.01, cancelling HK$0.99 per share and reducing paid-up capital by HK$128.18 million to HK$1.29 million. • All authorised but unissued consolidated shares will be split into new shares of HK$0.01, keeping authorised capital unchanged at HK$1.00 billion but expanding it to 100 billion new shares.

3. Share premium cancellation • The entire HK$2.68 billion standing in the share premium account will be cancelled and transferred, together with the HK$128.18 million capital reduction credit, to the contributed surplus account. • Directors may apply the contributed surplus to offset accumulated losses or declare dividends, subject to Bermuda law and the company’s bye-laws.

4. Board lot adjustment • Trading board lot will shift from 2,000 existing shares to 5,000 new shares once the reorganisation takes effect. • Based on the 27 April 2026 closing price of HK$0.041, theoretical lot value will increase from HK$82 to HK$2,050, aligning with Stock Exchange guidelines.

Timetable and conditions

• SGM: 10:00 a.m., 22 May 2026, Hong Kong. • Register of members closure: 19 – 22 May 2026; proxy forms due by 20 May. • Expected effective date: 27 May 2026, pending: – Shareholder approval; – Stock Exchange listing approval for new shares; – Compliance with Bermuda legal procedures; – Fulfilment of all regulatory requirements.

Operational impact

The reorganisation will not alter shareholders’ proportional interests or the group’s underlying assets and liabilities, aside from creating fractional entitlements, which will be aggregated and sold for the company’s benefit. No outstanding share options exist, and management reports no concrete fundraising plans within the next 12 months.

Share certificate exchange and odd-lot arrangement

Free exchange of old certificates for new ones will run from 27 May to 6 July 2026. A designated broker will offer odd-lot matching services between 10 June and 2 July 2026.

Dufu Liquor’s board believes the proposals will enhance marketability by increasing board-lot value, improving corporate image and reducing relative transaction costs for investors.