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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Artini Holdings Limited, you should at once hand this circular together with the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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.

Artini Holdings Limited

雅天妮集團有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 789)

  1. PROPOSED SHARE CONSOLIDATION AND
    1. NOTICE OF SGM

Terms used on this cover shall have the same meaning as defined in this circular.

A notice convening the SGM to be held at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour Road, Wanchai, Hong Kong, on Wednesday, 9 September 2020 at 3:15 p.m. (or immediately after the conclusion or the adjournment of the annual general meeting of the Company to be held at the same venue and on the same day at 3:00 p.m.) is set out on pages SGM-1 to SGM-2 of this circular. A form of proxy for use at the SGM is enclosed with this circular.

Whether or not the Shareholders are able to attend and vote at the SGM in person, they are requested to complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch 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, as soon as possible and in any event no less than 48 hours before the time appointed for holding the SGM (i.e. Monday, 7 September 2020 at 3:15 p.m. (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the SGM or any adjournment thereof should they so wish and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

PRECAUTIONARY MEASURES FOR THE SGM

Due to the on-goingCOVID-19 pandemic, to safeguard the health and safety of Shareholders, the Company will implement the following precautionary measures at the SGM:

  • compulsory body temperature checks
  • compulsory wearing of a surgical face mask for each attendee
  • submission of health declaration form, which may be used for contact tracing, if required
    • no distribution of corporate gift nor provision of refreshment

Shareholders or their proxies who do not comply with these precautionary measures may be denied entry into the SGM venue. Shareholders are reminded that, in order to avoid attending the SGM in person, they may appoint the chairman of the SGM as their proxy to vote on the resolution at the SGM in accordance with the voting preferences indicated on the enclosed form of proxy.

24 August 2020

CONTENTS

Page

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

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

EXPECTED TIMETABLE . . . . . . . .

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

LETTER FROM THE BOARD . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

NOTICE OF SGM . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

- i -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the

meanings as set out below:

"Board"

the board of Directors

"Business Day"

a day (other than a Saturday, Sunday and any day on

which a tropical cyclone warning no. 8 or above is

hoisted or on which a "black" rainstorm warning is

hoisted between 9:00 a.m. and 5:00 p.m.) on which

licensed banks are generally open for business in

Hong Kong throughout their normal business hours

"CCASS"

the Central Clearing and Settlement System

established and operated by HKSCC

"Company"

Artini Holdings Limited, a company incorporated in

Bermuda with limited liability whose issued Shares

are listed on the Main Board of the Stock Exchange

(stock code: 789)

"Consolidated Share(s)"

ordinary share(s) of HK$0.05 each in the share capital

of Company upon the Share Consolidation becoming

effective

"Director(s)"

director(s) of the Company

"Existing Share(s)"

ordinary share(s) of HK$0.01 each in the existing

share capital of the Company before the Share

Consolidation becoming effective

"Group"

the Company and its subsidiaries

"HKSCC"

Hong Kong Securities Clearing Company Limited

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

"Listing Rules"

the Rules Governing the Listing of Securities on the

Stock Exchange

"Latest Practicable Date"

14 August 2020, being the latest practicable date prior

to the printing of this circular for the purpose of

ascertaining certain information contained in this

circular

- 1 -

DEFINITIONS

"PRC"

the People's Republic of China, and for the purpose of

this circular, excludes Hong Kong, the Macau Special

Administrative Region of the PRC and Taiwan

"SGM"

the special general meeting of the Company to be held

at Suite 2703, 27/F., Shui On Centre, Nos. 6-8 Harbour

Road, Wanchai, Hong Kong, on Wednesday, 9

September 2020 at 3:15 p.m. (or immediately after the

conclusion or the adjournment of the annual general

meeting of the Company to be held at the same venue

and on the same day at 3:00 p.m.) for the purpose of

considering and, if thought fit, approving the Share

Consolidation

"Share Consolidation"

the proposed consolidation of every five (5) Existing

Shares of HK$0.01 each in the share capital of the

Company into one (1) Consolidated Share of HK$0.05

each in the share capital of the Company

"Shareholder(s)"

the holder(s) of the Existing Share(s) or the

Consolidated Share(s), as the case may be

"Share Options"

the options to subscribe for Shares granted by the

Company under the Share Option Schemes

"Share Option Schemes"

the share option schemes adopted by the Company on

23 April 2008 (which expired on 22 April 2018) and 26

August 2019 respectively

"Share(s)"

the Existing Share(s) or as the context may require, the

Consolidated Share(s)

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"HK$"

Hong Kong dollar(s), the lawful currency of Hong

Kong

"%"

per cent

- 2 -

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Artini Holdings Limited published this content on 24 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 September 2020 14:24:12 UTC