Rich Capital Holdings Approves Major Share Consolidation at Extraordinary General Meeting

Rich Capital Holdings Limited (SGX: Not specified) convened its Extraordinary General Meeting (EGM) on 7 November 2025 at its Paya Lebar headquarters. The meeting was led by Independent Director, Mr Chang Chi Hsung, with significant attendance from independent directors and the Chief Financial Officer. Notably, Executive Director Mr Oh Siyang was absent with apologies.

Key Highlights from the EGM

• Approval of 200-to-1 Share Consolidation: Shareholders have overwhelmingly approved an ordinary resolution to consolidate every two hundred (200) existing shares into one (1) consolidated share. The consolidation is to be executed according to a circular dated 22 October 2025. This move will reduce the number of shares in issue and is expected to have significant implications for share price and liquidity.
• Shareholder Voting Results: Out of a total of 4,149,662,966 votes cast, 99.08% (4,111,378,600 votes) were in favour of the consolidation, while only 0.92% (38,284,366 votes) opposed it. This demonstrates strong support from shareholders for the proposed action.
• Fractional Shares Handling: Any shareholder who would otherwise receive a fraction of a consolidated share will have their entitlement rounded up to the nearest whole consolidated share. The company will issue one consolidated share at no cost for these fractional entitlements pursuant to Section 68 of the Companies Act.
• Authorisation to the Board: The directors have been authorised to fix the record date and determine the trading start date for the consolidated shares, which will be traded in board lots of 100 shares on the Catalist of the SGX-ST.
• Questions from Shareholders: The rationale for the share consolidation, instead of other corporate exercises like a cash offer, was explained as the “most viable option available” given the current financial position of the company. The company also confirmed that all fractional shares would be rounded up.

Implications and Shareholder Considerations

• Potential Impact on Share Price: A 200-to-1 share consolidation typically results in an increase in the market price per share, as the number of shares in issue is drastically reduced. However, the company’s overall market capitalisation should remain unchanged unless market sentiment or trading liquidity is affected. Investors should closely monitor the post-consolidation trading activity for volatility.
• Liquidity Considerations: The consolidation may reduce the number of shares available for trading, potentially impacting liquidity. Shareholders should consider how this might affect their ability to buy or sell shares in the open market.
• Rounding Up of Fractional Shares: Shareholders will benefit from the company’s decision to round up fractional entitlements, ensuring that no shareholder is disadvantaged due to odd lots resulting from the consolidation.
• Board Discretion: The Board has full discretion in fixing the record date and effective trading date for the consolidated shares, adding a layer of unpredictability for shareholders awaiting these key dates.

Resolution Details

The resolution as passed states:

With effect from the Effective Trading Date, every two hundred (200) existing shares held by shareholders as at the record date shall be consolidated into one (1) consolidated share. Any fractional entitlements will be rounded up. The Board is authorised to fix the record date and trading date, and to undertake all necessary actions to implement the consolidation, including issuing new share certificates and making regulatory filings.

Meeting Conclusion

The EGM concluded at 2.55 p.m. with the Chairman thanking shareholders for their participation. The poll voting and scrutineering were managed by Entrust Advisory Pte. Ltd. and Tricor Barbinder Share Registration Services.

Potential Price-Sensitive Aspects

• Significant Share Consolidation Ratio: The 200-to-1 share consolidation is an unusually large adjustment and is likely to affect trading dynamics and investor perceptions.
• Strong Shareholder Support: The near-unanimous approval may signal broad confidence in the board’s direction and could be interpreted positively by the market.
• Rounding Up Fractions: The company’s decision to round up fractional shares could marginally increase the number of post-consolidation shares, a detail relevant to institutional investors tracking share capital changes.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult professional advisers before making investment decisions. The information is based on official EGM minutes and may be subject to further updates or clarifications from the company.

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