Du Du Holdings Limited has issued a circular convening an extraordinary general meeting (EGM) on 24 July 2026 to seek shareholder approval for two key corporate actions:
1. Capital Structure Overhaul • Capital Reduction: The company intends to reduce the par value of every issued share from HK$0.20 to HK$0.01 by cancelling HK$0.19 of paid-up capital per share. This will lower issued share capital from HK$68.84 million to HK$3.44 million and generate a HK$65.40 million credit. • Loss Offset & Reserve Creation: The credit will be used to offset accumulated losses of HK$89.13 million (as at 30 June 2025); any balance will be transferred to distributable reserves. • Share Sub-division: Each authorised but unissued HK$0.20 share will be split into 20 new shares of HK$0.01, lifting authorised share count from 7.50 billion to 150.00 billion while keeping the HK$1.50 billion authorised capital unchanged. • Post-restructuring Position: Issued shares remain at 344.21 million, redenominated as New Ordinary Shares of HK$0.01 each. Board-lot size stays at 10,000 shares. Subject to approvals, the changes are targeted to take effect before 9:00 a.m. on 4 August 2026.
2. New Share Option Scheme • Replacement of 2014 Plan: The 2014 Share Option Scheme expired in December 2024 with no options outstanding. • 10% Scheme Mandate: The proposed plan caps issuable or transferable shares at 10% of issued share capital (excluding treasury shares) on the adoption date—equivalent to about 34.42 million shares. • Participants & Terms: Eligible participants include directors (executive, non-executive and independent), employees and subsidiaries’ staff. Options will carry a minimum 12-month vesting period unless specific shorter-term criteria (e.g., make-whole grants, performance-based vesting) are satisfied. Subscription prices will be set at no less than the higher of the grant-day closing price or the five-day average. • Governance: Grants to substantial shareholders or independent non-executive directors exceeding 0.1% of issued shares within 12 months require independent shareholder approval. A claw-back mechanism applies in cases of misconduct or other specified events.
Key Dates • Last day to lodge share transfers for EGM eligibility: 20 July 2026 (4:30 p.m.) • Register closure: 21–24 July 2026 • EGM: 24 July 2026 at 2:30 p.m. in Hong Kong • Expected effective date for capital changes and start of trading in New Ordinary Shares: 4 August 2026
The board states that the proposals will enhance financial flexibility, support potential future dividend distributions, and align incentives with long-term corporate performance. The Stock Exchange has yet to grant listing approval for the New Ordinary Shares and shares issuable under the new option scheme.