Affluent Partners : PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

AFFLUENT PARTNERS HOLDINGS LIMITED

錢 唐 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(STOCK CODE: 1466)

PROPOSED SHARE CONSOLIDATION

AND

CHANGE IN BOARD LOT SIZE

PROPOSED SHARE CONSOLIDATION

The Board proposes 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.

The Share Consolidation is conditional upon (i) the passing of necessary resolution(s) by the Shareholders at the EGM to approve the Share Consolidation; and (ii) the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares.

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.

CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Shares are traded in board lots of 2,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposes 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.

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GENERAL

The Share Consolidation will be proposed at the EGM for Shareholders' consideration and, if thought fit, approval. The Circular containing, among other things, further details in relation to the Share Consolidation, the Change in Board Lot Size and the notice of the EGM is expected to be despatched to the Shareholders on or around Tuesday, 11 August 2020.

PROPOSED SHARE CONSOLIDATION

The Board proposes 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 one clear business day after the date of the EGM.

Effects of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is HK$10,000,000.00 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$10,000,000.00 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.

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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 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.

None of the Existing Shares 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.

OTHER ARRANGEMENTS

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 will appoint a securities firm as an agent to provide matching services, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares.

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. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Further details of the odd lots arrangement will be set out in the Circular.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 7 September 2020, being one clear business day 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.

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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.

ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the date of this announcement, 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 as and when appropriate.

Save as disclosed above, the Company does not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares or Consolidated Shares, as at the date of this announcement.

CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Shares are traded in board lots of 2,000 Existing Shares. Conditional upon the Share Consolidation becoming effective, the Board also proposes 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 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 date of this announcement, 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.

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

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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.

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 proposes to implement the Share Consolidation.

The proposed 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 proposes 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 date of this announcement, 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 few years. 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 and are in the interest of the Company and the Shareholders as a whole. As at the date of this announcement, the Directors are not in contemplation of any fund raising activities.

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EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and Change in Board Lot Size is set out below. The expected timetable is subject to the results of the EGM and is therefore for indicative purpose only. Any changes to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.

Event

2020

Despatch date of Circular with notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 11 August

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

The following events are conditional upon the fulfilment of the conditions of the Share Consolidation as set out in the section headed ''Conditions of the Share Consolidation'' above.

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

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

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Event

2020

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

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

GENERAL

The Share Consolidation will be proposed at the EGM for Shareholders' consideration and, if thought fit, approval. The Circular containing, among other things, further details in relation to the Share Consolidation, the Change in Board Lot Size and the notice of the EGM is expected to be despatched to the Shareholders on or around Tuesday, 11 August 2020.

Shareholders are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser if they are in doubt about any of the above matters.

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DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

''Board''	the board of Directors
''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''	the circular to be 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''	Affluent Partners Holdings Limited, a company 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 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
''EGM''	the extraordinary general meeting of the Company to be
	convened and held to consider and, if thought fit, approve
	the Share Consolidation
''Existing Share(s)''	ordinary share(s) of HK$0.002 each in the share capital of
	the Company prior to the Share Consolidation becoming
	effective
''General Rules of CCASS''	the terms and conditions regulating the use of CCASS, as
	may be amended or modified from time to time and where
	the context so permits, shall include the CCASS Operational
	Procedures
''HKSCC''	Hong Kong Securities Clearing Company Limited
''HK$''	Hong Kong dollar, the lawful currency of Hong Kong

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''Hong Kong''

''Listing Rules''

''Registrar''

''Share(s)''

''Shareholder(s)''

''Share Consolidation''

''Share Option Scheme''

''Share Option(s)''

''Stock Exchange''

* For identification purpose only

Hong Kong, 7 August 2020

Hong Kong Special Administrative Region of the People's Republic of China

the Rules Governing the Listing of Securities on the Stock Exchange

the Hong Kong branch share registrar of the Company, being Tricor Investor Services Limited as at the date of this announcement

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

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

the proposed consolidation of every ten (10) issued and unissued Existing Shares into one (1) Consolidated Share

the share option scheme adopted by the Company on 17 October 2014

the option(s) to subscribe for new shares of the Company granted under the Share Option Scheme

The Stock Exchange of Hong Kong Limited

By order of the Board

Affluent Partners Holdings Limited

Cheng Chi Kin

Chairman and Executive Director

As at the date of this announcement, the Board 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.

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