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 a licensed securities dealer, or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Affluent Partners Holdings Limited (the ''Company''), you should at once hand this Circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities 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.

AFFLUENT PARTNERS HOLDINGS LIMITED

錢 唐 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1466)

    1. PROPOSED SHARE CONSOLIDATION
      1. CHANGE IN BOARD LOT SIZE AND
  1. NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at Campfire, 8/F Remex Centre, 42 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong at 11:00 a.m. on Thursday, 3 September 2020 is set out on pages EGM-1 to EGM-3 of this Circular. A form of proxy for use at the EGM is enclosed with this Circular.

Whether or not you are able to attend the EGM, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return the completed form of proxy to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM (i.e. no later than 11:00 a.m. on Tuesday, 1 September 2020) 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 if you so wish and in such event, the form of proxy shall be deemed to be revoked.

  • For identification purposes only

11 August 2020

CONTENTS

Page

EXPECTED TIMETABLE . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

NOTICE OF EGM . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM-1

- i -

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is for indicative purpose only and is subject to the Share Consolidation becoming unconditional, and may be extended or varied by the Company. Any change to the expected timetable will be announced in separate announcement(s) by the Company as and when appropriate. All times and dates in this Circular refer to Hong Kong local times and dates.

Event

Date

2020

Latest date and time for lodging transfer documents in order to qualify for attending and

voting at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 28 August

Closure of register of members for determining the entitlement to attend and

vote at the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Monday, 31 August to Thursday, 3 September (both days inclusive)

Latest date and time for lodging forms

of proxy for the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 1 September

Expected date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 3 September

Announcement of poll results of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 September

Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 September

The following events are conditional upon Consolidation as set out in the section headed the letter from the Board.

the fulfilment of the conditions of the Share ''Conditions of the Share Consolidation'' in

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 September

First day of free exchange of existing share certificates for

new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . Monday, 7 September

- ii -

EXPECTED TIMETABLE

2020

Dealing in the Consolidated Shares commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 September

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 Monday, 7 September

Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares

(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 September

Original counter for trading in the Consolidated Shares in new board lots of 8,000 Consolidated Shares

(in the form of new share certificates

for the Consolidated Shares) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 21 September

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 Monday, 21 September

Designated broker starts to stand in the market to provide matching services for odd lots of

the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 21 September

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 October

Designated broker ceases to stand in the market to provide matching services for odd lots of

the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13 October

- iii -

EXPECTED TIMETABLE

2020

Temporary counter for trading in the Consolidated Shares in board lots of 200 Consolidated Shares

(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13 October

Last day for free exchange of existing share certificates for new share certificates

for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 20 October

- iv -

DEFINITIONS

In this Circular, the following terms and expressions have the following meanings unless the context requires otherwise:

''Board''

the board of Directors

''Business Day(s)''

a day(s) (other than a Saturday, Sunday or a public holiday

or a day on with typhoon signal number 8 or above or black

rainstorm is hoisted in Hong Kong at 9:00 a.m.) on which

banks are generally open for business in Hong Kong

''CCASS''

Central Clearing and Settlement System, a securities

settlement system used within the Hong Kong Exchanges

and Clearing Limited market system

''CCASS Operational

the Operational Procedures of HKSCC in relation to

Procedures''

CCASS, containing the practices, procedures and

administrative requirements relating to operations and

functions of CCASS, as from time to time

''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 8,000

Consolidated Shares

''Circular''

this circular despatched to the Shareholders containing,

among other things, details of the Share Consolidation, the

Change in Board Lot Size and the notice of the EGM

''Company''

A f f l u en t P a r t n er s H o ld i n g s L i m i t ed , a co m p an y

incorporated in the Cayman Islands with limited liability,

the Shares of which are listed on the Main Board of the

Stock Exchange (stock code: 1466)

''Consolidated Share(s)''

ordinary share(s) of par value HK$0.02 each in the share

capital of the Company upon the Share Consolidation

becoming effective

''Director(s)''

the director(s) of the Company

''Existing Share(s)''

ordinary share(s) of par value HK$0.002 each in the share

capital of the Company prior to the Share Consolidation

becoming effective

''General Rules of CCASS''

the terms and conditions regulating the use of CCASS, as

may be amended or modified from time to time and where

the context so permits, shall include the CCASS

Operational Procedures

''HKSCC''

Hong Kong Securities Clearing Company Limited

- 1 -

DEFINITIONS

''HK$''

Hong Kong dollar, the lawful currency of Hong Kong

''Hong Kong''

Hong Kong Special Administrative Region of the People's

Republic of China

''Latest Practicable Date''

7 August 2020, being the latest practicable date prior to the

printing of this Circular for ascertaining certain information

for inclusion in this Circular

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''Registrar''

the Hong Kong branch share registrar of the Company,

being Tricor Investor Services Limited as at the Latest

Practicable Date

''EGM''

the extraordinary general meeting of the Company to be

convened and held on Thursday, 3 September 2020 to

consider and, if thought fit, approve the Share

Consolidation

''Share(s)''

the Existing Share(s) and/or the Consolidated Share(s), as

the case may be

''Shareholder(s)''

the holder(s) of the issued Share(s)

''Share Consolidation''

the proposed consolidation of every ten 10 issued and

unissued Existing Shares into one (1) Consolidated Share

''Share Option Scheme''

the share option scheme adopted by the Company on

17 October 2014

''Share Option(s)''

the option(s) to subscribe for new shares of the Company

granted under the Share Option Scheme

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''%''

per cent.

- 2 -

LETTER FROM THE BOARD

AFFLUENT PARTNERS HOLDINGS LIMITED

錢 唐 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1466)

Executive Directors:

Registered office:

Mr. Cheng Chi Kin (Chairman)

Cricket Square, Hutchins Drive

Mr. Leung Alex

P.O. Box 2681

Mr. Cheung Sze Ming

Grand Cayman

KY1-1111

Independent Non-executive Directors:

Cayman Islands

Mr. Lai Yat Yuen

Mr. Lee Kin Keung

Head office and principal place of

Mr. Leung Ka Kui, Johnny

business in Hong Kong:

Office A, 6/F

Valiant Commercial Building

22-24 Prat Avenue

Tsim Sha Tsui

Kowloon, Hong Kong

11 August 2020

To the Shareholders,

Dear Sir or Madam,

    1. PROPOSED SHARE CONSOLIDATION
      1. CHANGE IN BOARD LOT SIZE AND
  1. NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

On 7 August 2020, the Company announced that the Board proposed to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share. Conditional upon the Share Consolidation becoming effective, the Board also proposed to change the board lot size for trading on the Stock Exchange from 2,000 Existing Shares to 8,000 Consolidated Shares with effect from 9:00 a.m. on Monday, 7 September 2020.

  • For identification purposes only

- 3 -

LETTER FROM THE BOARD

The purpose of this Circular is to provide you with further information on the Share Consolidation and the Change in Board Lot Size and to give you the notice of EGM at which a resolution will be proposed to consider and, if thought fit, approve the Share Consolidation.

PROPOSED SHARE CONSOLIDATION

The Board proposed to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon:

  1. the passing of necessary resolution(s) by the Shareholders at the EGM to approve the Share Consolidation; and
  2. the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares.

Subject to the above conditions being fulfilled, the Share Consolidation is currently expected to be effective on Monday, 7 September 2020, being the one clear business day immediately after the date of the EGM.

Effects of the proposed Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$10,000,000 divided into 5,000,000,000 Existing Shares with par value of HK$0.002 each, of which 2,219,849,645 Existing Shares have been issued and are fully paid or credited as fully paid. Assuming no further Existing Shares will be issued or repurchased from the date hereof until the date of the EGM, immediately upon the Share Consolidation becoming effective, the authorised share capital of the Company will become HK$10,000,000 divided into 500,000,000 Consolidated Shares with par value of HK$0.02 each, of which 221,984,964 Consolidated Shares will be in issue.

Upon the Share Consolidation becoming effective, the Consolidated Shares shall rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Application for the listing of the Consolidated Shares

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be in issue 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, 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

- 4 -

LETTER FROM THE BOARD

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 CCASS and CCASS 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.

No part of the equity or debt securities of the Company are listed or dealt in on any stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 7 September 2020, being the business day immediately after the date of the EGM, Shareholders may between 9:00 a.m. and 4:30 p.m. on any business day during the period from Monday, 7 September 2020 to Tuesday, 20 October 2020 (both days inclusive), submit share certificates for the Existing Shares (in blue colour) to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong to exchange for new share certificates for the Consolidated Shares (in yellow colour) at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 each (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the Registrar 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 involved is higher.

After 4:10 p.m. on Tuesday, 13 October 2020, trading will only be in Consolidated Shares which share certificates will be issued in yellow colour. Existing share certificates in blue colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

CHANGE IN BOARD LOT SIZE

As at the Latest Practicable Date, the Shares are traded in board lots of 2,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposed to change the board lot size for trading on the Stock Exchange from 2,000 Existing Shares to 8,000 Consolidated Shares with effect from 9:00 a.m. on Monday, 7 September 2020.

Based on the closing price of HK$0.033 per Existing Share (equivalent to the theoretical closing price of HK$0.33 per Consolidated Share) as quoted on the Stock Exchange at the Latest Practicable Date, the value of each existing board lot of 2,000 Existing Shares is HK$66 and the theoretical value for each new board lot of 8,000 Consolidated Shares, assuming the Share Consolidation has become effective, would be HK$2,640.

- 5 -

LETTER FROM THE BOARD

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

Fractional entitlement to Consolidated Shares following the Share Consolidation

Fractional Consolidated Shares arising from the Share Consolidation, if any, will be disregarded and will not be allocated to the Shareholders, but 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.

Arrangement on odd lots trading

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares arising from the Share Consolidation (if any), the Company has appointed Kingston Securities Limited as agent to provide matching service, on a best efforts basis, to those Shareholders who wish to top up or sell their holding of odd lots of the Consolidated Shares. Shareholders who wish to take advantage of this facility should contact Mr. James Lee of Kingston Securities Limited at 72/F, The Center, 99 Queen's Road Central, Central, Hong Kong or at telephone number 2298 6228 from 9:00 a.m. on Monday, 7 September 2020 to 4:10 p.m. on Tuesday, 13 October 2020.

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.

Outstanding options, warrants or other securities

As at the Latest Practicable Date, the Company has outstanding Share Options entitling the holders thereof to subscribe for a total of 24,360,000 Existing Shares. Under the respective terms and conditions of the Share Option Scheme, the Share Consolidation may lead to adjustments to the number of Shares subject to the Share Option so far as unexercised and/or the exercise price.

The Company will make further announcement(s) on such adjustments in accordance with the Listing Rules as and when appropriate.

Save as disclosed above and as at the Latest Practicable Date, the Company has no other 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.

REASONS FOR THE SHARE CONSOLIDATION AND THE 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 Stock Exchange reserves the right to require the issuer either to change the trading method or proceed with a consolidation or splitting of securities. In this regard, the Share Consolidation would enable the Company to comply with the trading requirements of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

In view that the Share had been traded at around or below HK$0.10 at certain time in the past 12 months (based on the closing price per Share as quoted on the Stock Exchange) and at the request of the Stock Exchange, the Board proposed to implement the Share Consolidation.

The Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares.

Subject to the Share Consolidation becoming effective, the Board also proposed to change the board lot size for trading from 2,000 Existing Shares to 8,000 Consolidated Shares.

Pursuant to 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 30 August 2019 (the ''Guideline''), the expected board lot value should be greater than HK$2,000 per board lot taking into account the minimum transaction costs for a securities trade. As at the Latest Practicable Date, the closing price of each Existing Share is HK$0.033, with a board lot size of 2,000 Existing Shares, the Company is trading under HK$2,000 per board lot.

In view that the Existing Shares has been constantly traded at around or below HK$1.00 for the past 12 months. In order to reduce transaction and registration costs incurred by the Shareholders and investors of the Company, the Board proposes to implement the Share Consolidation. It is expected that the Share Consolidation, together with the Change in Board Lot Size, will increase the value of each board lot of the Consolidated Shares to more than HK$2,000.

Other than the expenses to be incurred in relation to the Share Consolidation and the Change in Board Lot Size which are expected to be insignificant in the context of the net asset value of the Company, the implementation of the Share Consolidation and the Change in Board Lot Size will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders. The Directors believe that the Share Consolidation and the Change in Board Lot Size will not have any material adverse effect on the financial position of the Group, are in the interest of the Company and the Shareholders as a whole and that the Share Consolidation is beneficial to the Group after taking into account the business needs of the Group in the next 12 months. In the past 12 months immediately preceding the Latest Practicable Date, the Company has not carried out any corporate actions that is contradictory to the effect of the Share Consolidation.

As at the Latest Practicable Date, the Company has no concrete plan 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 support future development of the Group. The Company will make further announcement(s) in this regard in accordance with the Listing Rules as and when appropriate.

- 7 -

LETTER FROM THE BOARD

EGM AND PROXY ARRANGEMENT

A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this Circular. At the EGM, a resolution will be proposed to approve the Share Consolidation. The EGM will be held at Campfire, 8/F Remex Centre, 42 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong at 11:00 a.m. on Thursday, 3 September 2020.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the EGM. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules. To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolution to be proposed at the EGM.

A form of proxy for use at the EGM is enclosed with this Circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.affluent-partners.com). Whether or not you are able to attend the EGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and deliver it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority to the Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. no later than 11:00 a.m. on Tuesday, 1 September 2020) or any adjournment thereof at which the person named in the form of proxy proposes to vote and in default the form of proxy will not be treated as valid. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM and in such event, the form of proxy shall be deemed to be revoked.

CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 31 August 2020 to Thursday, 3 September 2020, both dates inclusive, during which period no transfer of Existing Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Existing Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 28 August 2020.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the interest of the Company and the Shareholders as a whole and so recommend all Shareholders to vote in favour of the resolution approving the Share Consolidation at the EGM.

- 8 -

LETTER FROM THE BOARD

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.

By order of the Board

Affluent Partners Holdings Limited

Cheng Chi Kin

Chairman and Executive Director

- 9 -

NOTICE OF EGM

AFFLUENT PARTNERS HOLDINGS LIMITED

錢 唐 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1466)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a extraordinary general meeting (the ''EGM'') of Affluent Partners Holdings Limited (the ''Company'') will be held at Campfire, 8/F Remex Centre, 42 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong at 11:00 a.m. on Thursday, 3 September 2020 for the purpose of considering, if thought fit, passing with or without amendments, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

''THAT subject to and conditional upon, among others, the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:

  1. with effect from the first business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on The Stock Exchange of Hong Kong Limited, every ten (10) existing issued and unissued ordinary shares of a par value of HK$0.002 each (the ''Existing Share(s)'') in the share capital of the Company be consolidated into one (1) consolidated share of a par value of HK$0.02 (each a ''Consolidated Share'') (the ''Share Consolidation''), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to restrictions in respect of ordinary shares contained in the articles of association of the Company;
  2. all fractional Consolidated Shares resulting from the Share Consolidation will not be given to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner on such terms as the directors of the Company (each a ''Director'') may think fit; and
  • For identification purposes only

- EGM-1-

NOTICE OF EGM

  1. any Director be and is hereby authorized to do all such acts and things and execute and deliver all such documents whether under the common seal of the Company or otherwise as may be necessary, desirable or expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the Share Consolidation.''

By order of the Board

Affluent Partners Holdings Limited

Cheng Chi Kin

Chairman and Executive Director

Hong Kong, 11 August 2020

Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint one proxy or, if he is a holder of more than one share, more than one proxy to attend and, subject to the provisions of the bye-laws of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number of Shares in respect of which each such proxy is so appointed.
  2. Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
  3. For determining the entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Monday, 31 August 2020 to Thursday, 3 September 2020, both dates inclusive, during which period no transfer of Existing Shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of Existing Shares shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 28 August 2020.
  4. A proxy form for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon.
  5. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a corporation, either under its common seal or under the hands of any officer or attorney duly authorised.
  6. In order to be valid, the proxy form, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. no later than at 11:00 a.m. Tuesday, 1 September 2020) or any adjournment thereof (as the case may be).
  7. Completion and return of a proxy form shall not preclude a member from attending and voting in person at the EGM or any adjournment thereof (as the case may be) and, in such event, the proxy form appointing a proxy shall be deemed to be revoked.

As at the date of this notice, the board of Directors comprises Mr. Cheng Chi Kin (Chairman), Mr. Leung Alex and Mr. Cheung Sze Ming as executive Directors; and Mr. Lai Yat Yuen, Mr. Lee Kin Keung and Mr. Leung Ka Kui, Johnny as independent non-executive Directors.

- EGM-2-

NOTICE OF EGM

Special note

To facilitate the ongoing prevention and control of the COVID-19 pandemic and to safeguard the health and safety of shareholders and persons helping with the meeting, the Company would like to inform Shareholders that there will be no distribution of corporate gift or serving of refreshment in the meeting in order to reduce person-to-person contact.

The Company also recommends shareholders to appoint the chairman of the meeting as their proxy to vote on relevant resolutions, instead of attending the meeting in person.

Shareholders attending the meeting in person are required to wear surgical face mask, undertake a body temperature check and sanitize their hands before they enter the meeting venue. Shareholders are also required to maintain a safe distance between seats at the meeting venue. Any person who does not comply with the precautionary measures to be taken at the meeting may be denied entry into the meeting venue.

The Company will keep evolving COVID-19 situation under review and may change measures, where appropriate.

- EGM-3-

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Affluent Partners Holdings Limited published this content on 10 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 August 2020 14:23:05 UTC