Alpha Professional Holdings Limited Initiates Voluntary Winding-Up of Major Subsidiary Willis Trading

Key Developments and Implications for Shareholders

Alpha Professional Holdings Limited (Stock Code: 948) has announced a significant corporate action involving one of its major subsidiaries. The board of directors has resolved to commence a creditors’ voluntary liquidation of Willis Trading Limited, an indirect wholly-owned subsidiary, following a special resolution passed on 24 April 2026.

Key Points from the Announcement

• Willis Trading Limited is being wound up voluntarily in accordance with Section 241 of the Companies (Winding Up & Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).
• The resolution was passed by Alpha Overseas Limited, itself an indirect wholly-owned subsidiary and the sole shareholder of Willis Trading.
• Willis Trading was formerly engaged in trading milk powder and baby foods but is currently inactive.

Financial Snapshot and Significance

• For the financial year ended 31 March 2025, Willis Trading and its subsidiaries (the WT Group) recorded no revenue and a loss of approximately HK\$45.1 million.
• As at 30 September 2025, the WT Group had consolidated total assets of approximately HK\$48.9 million and consolidated total liabilities of approximately HK\$152.1 million, resulting in consolidated net liabilities of about HK\$103.2 million.
• Willis Trading is considered a major subsidiary under the Hong Kong Listing Rules, as its assets represent more than 5% of the Group’s consolidated assets.

Key Reasons for the Winding-Up

• The Group’s main operations are in milk powder and food trading, as well as warehouse logistics and cleaning services.
• Willis Trading’s business was scaled down after ending relationships with Bubs Australia Limited and is now inactive.
• The WT Group is involved in several litigations and potential claims related to its indebtedness, and management accounts as of 28 February 2026 indicate that Willis Trading is insolvent.
• The directors believe that winding up Willis Trading is in the best interests of the company and its shareholders, enabling the Group to reduce losses and focus on expanding its adult-formula milk products and services businesses.

Potential Impact on Shareholders and Share Price

• Deconsolidation: Following the commencement of the winding-up process, Willis Trading’s financial results will be deconsolidated from the Group’s financials.
• Limited Adverse Impact: The voluntary winding-up is not expected to have a material adverse impact on the Group’s ongoing businesses or operations, which remain normal.
• Reduction in Losses: The action is expected to help reduce the Group’s losses and free up resources to pursue new market opportunities, particularly in adult-formula milk products and expanding logistics and cleaning services.
• Litigation Risk: Shareholders should be aware of ongoing litigation and potential creditor claims related to Willis Trading, which could have indirect implications for the Group.
• Major Subsidiary: The fact that Willis Trading is a major subsidiary and is now insolvent and being wound up may be viewed as a significant development by investors and could potentially impact the share price.

Ongoing Disclosure

The company has committed to keeping shareholders and investors informed of further material developments regarding the winding-up of Willis Trading as appropriate.

Board and Executive Management

• Executive Director and CEO: Zhao Lei
• Independent Non-Executive Directors: Li Chak Hung, Tu Chunan, Chen Jianguo, Huang Xin

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should refer to official company announcements and consult with their own advisors before making investment decisions. The information herein is based on unaudited data and public disclosures as of the date indicated and may be subject to change.

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