Celestial Asia Securities : PROPOSED SHARE CONSOLIDATION AND NOTICE OF SPECIAL GENERAL MEETING

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, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Celestial Asia Securities Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

CELESTIAL ASIA SECURITIES HOLDINGS LIMITED

時 富 投 資 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 1049)

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of Celestial Asia Securities Holdings Limited to be held at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong on 3 September 2020 (Thursday) at 9:30 am is set out on pages 8 to 9 of this circular. Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjourned meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

13 August 2020

*  For identification purpose only

CONTENTS

				Pages
Expected timetable for the Share Consolidation . .	. . . . . . . . . . . . . . . . .	ii
Precautionary measures for the SGM . . . . . . . . . . . . . . . . . . . . . . .	iv
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . .	. . . . . . . . . . . . . .	. . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . .	3
SGM ..	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . .	. . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . .	8

i

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

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

2020

Despatch date of circular with notice of the SGM. . . . . . . . . . . . . . Thursday, 13 August

Latest time for lodging transfer of Shares in order to qualify

  for attendance and voting at the SGM . . . . . . . . . . . . . . 4:30 pm on Friday, 28 August

Closure of register of members of the Company to determine

• the qualification for attendance and voting at the SGM. . . . . . . . . . . Monday, 31 August to Thursday, 3 September (both dates inclusive)

Latest time for lodging proxy forms for the SGM . . . . . . . . . 9:30 am on Tuesday, 1 September

Record date for attending and voting at the SGM . . . . . . . . . . . . . .Thursday, 3 September

Date and time of the SGM. . . . . . . . . . . . . . . . . . 9:30 am on Thursday, 3 September

Publication of announcement of voting results of the SGM. . . . . . . . . . Thursday, 3 September

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Consolidation as set out in this circular.

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

First day for free exchange of the existing share certificates

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

Dealings in the Consolidated Shares commence . . . . . . . . .

9:00 am on Monday, 7 September

Original counter for trading in the Existing Shares

• in board lots of 6,000 Existing Shares (in the form of
• the existing share certificates) temporarily closes. . . . . . . . . . . . . . . . 9:00 am on Monday, 7 September

Temporary counter for trading in the Consolidated Shares

• in board lots of 300 Consolidated Shares (in the form of
• the existing share certificates) opens . . . . . . . . . . . . . 9:00 am on Monday, 7 September

ii

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

Original counter for trading in the Consolidated Shares

• in board lots of 6,000 Consolidated Shares (in the form of
• the new share certificates for the Consolidated Shares)
• re-opens. . . . . . . . . . . . . . . . . . . . . . . .9:00 am on Monday, 21 September

Parallel trading in the Consolidated Shares (in the form of

• the new share certificates for the Consolidated Shares and
• the existing share certificates) commences. . . . . . . . . . . 9:00 am 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 am on Monday, 21 September

Temporary counter for trading in the Consolidated Shares

• in board lots of 300 Consolidated Shares (in the form of
• the existing share certificates) closes. . . . . . . . . . . . . . 4:10 pm on Tuesday, 13 October

Parallel trading in the Consolidated Shares (in the form of

• the new share certificates for the Consolidated Shares and
• the existing share certificates) ends . . . . . . . . . . . . . . 4:10 pm 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 pm on Tuesday, 13 October

Last date for free exchange of existing share certificates

  for new share certificates for the Consolidated Shares. . . . . . . . . . . .Thursday, 15 October

iii

PRECAUTIONARY MEASURES FOR THE SGM

Taking into account the recent development of the pandemic caused by the novel coronavirus pneumonia (COVID-19),the Company strongly recommends the Shareholders to appoint the chairman of the SGM as their proxy to vote on their behalf in respect of the resolution to be proposed at the SGM to minimise the risk of infection.

For Shareholders attending the SGM in person, the Company will implement the following precautionary measures at the SGM:

1. compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be permitted to access to the meeting venue;
2. every Shareholder or proxy is required to sterilise their hands with hand sanitiser and register at the counter at the entrance of the venue;
3. every Shareholder or proxy is required to wear surgical face mask throughout the meeting; and
4. no distribution of corporate gifts and no refreshments will be served.

iv

DEFINITIONS

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

"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 am and 5:00 pm) 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"	Celestial Asia Securities Holdings Limited (stock code: 1049), a company
	incorporated in Bermuda with limited liability and which Shares are listed
	on the main board of the Stock Exchange
"Consolidated Share(s)"	ordinary share(s) of HK$0.20 each in the share capital of the Company after
	the Share Consolidation becoming effective
"Director(s)"	the director(s) of the Company
"Existing Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the Company
	before the Share Consolidation becoming effective
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic of
	China
"Latest Practicable Date"	10 August 2020, being the latest practicable date prior to the printing of this
	circular
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock Exchange
"SGM"	the special general meeting of the Company to be held for considering and,
	if thought fit, approving the Share Consolidation
"Share(s)"	the Existing Share(s) and/or the Consolidated Share(s), as the case may be
"Share Consolidation"	the proposed consolidation of every twenty (20) Existing Shares into one
	(1) Consolidated Share
"Shareholder(s)"	holder(s) of the Share(s)

1

DEFINITIONS

"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong

2

LETTER FROM THE BOARD

CELESTIAL ASIA SECURITIES HOLDINGS LIMITED

時 富 投 資 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

	(Stock code: 1049)
Board of Directors:	Registered office:
Executive Directors:	Clarendon House
KWAN Pak Hoo Bankee	2 Church Street
LEUNG Siu Pong James	Hamilton HM 11
KWAN Teng Hin Jeffrey	Bermuda
NG Hin Sing Derek
	Head office and principal place
Independent non-executive Directors:	of business:
LEUNG Ka Kui Johnny	28/F Manhattan Place
WONG Chuk Yan	23 Wang Tai Road
CHAN Hak Sin	Kowloon Bay
	Hong Kong
	13 August 2020
To Shareholders
Dear Sir/Madam,

PROPOSED SHARE CONSOLIDATION

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 23 July 2020 in relation to the Share Consolidation. The purpose of this circular is to provide you with details of the Share Consolidation and to give you the notice of SGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes that every twenty (20) Existing Shares be consolidated into one (1) Consolidated Share.

*  For identification purpose only

3

LETTER FROM THE BOARD

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$30,000,000 divided into 3,000,000,000 Existing Shares of par value of HK$0.01 each, of which 1,614,403,621 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Upon the Share Consolidation becoming effective and assuming that no Existing Shares are issued or repurchased from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$30,000,000 divided into 150,000,000 Consolidated Shares of par value of HK$0.20 each, of which 80,720,181 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.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM;
2. the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective; and
3. the compliance with the relevant procedures and requirements under Bermuda law (where applicable) and the Listing Rules to effect the Share Consolidation.

As at the Latest Practicable Date, none of the conditions had been fulfilled.

Listing application

An application has been made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares in issue and to be issued upon the Share Consolidation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the 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.

4

LETTER FROM THE BOARD

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

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, the Company had no 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, as the case may be.

No change in board lot size

As at the Latest Practicable Date, the Existing Shares were traded on the Stock Exchange in board lots of 6,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 6,000 Consolidated Shares.

Based on the closing price of HK$0.058 per Existing Share as quoted on the Stock Exchange as at the Latest Practicable Date, the value of each board lot of 6,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$6,960.

Reasons for the Share Consolidation

The Share Consolidation 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. Moreover, as the market value of each board lot upon the Share Consolidation becoming effective will be higher than the market value of each existing board lot, the transaction cost as a proportion of the market value of each board lot will be lower as most of the banks/securities firms will charge a minimum transaction costs for each securities trade. Accordingly, the Board is of the view that the Share Consolidation is beneficial to the Company, the Shareholders and investors as a whole.

Save for the necessary professional expenses for the implementation of the Share Consolidation, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company and the interests and rights of the Shareholders.

Taking into account of the potential benefits and the insubstantial amount of costs to be incurred, the Board is of the view that the Share Consolidation is in the best interest of the Company and the Shareholders as a whole.

5

LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had no intention 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.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares 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 lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Celestial Securities Limited, an associated company of the Company, as an agent to provide matching service, on a best effort 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 during the period from 9:00 am on Monday, 21 September 2020 to 4:10 pm on Tuesday, 13 October 2020 (both days inclusive). Shareholders of odd lots of the Consolidated Shares may contact Ms Amy Ng or Mr Leo Ko (telephone: [phone]) of Celestial Securities Limited during normal business hours in the aforesaid period.

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.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 7 September 2020, being the second Business Day immediately after the date of the SGM, the Shareholders may during the period from Monday, 7 September 2020 to Thursday, 15 October 2020 (both days inclusive) submit existing share certificates for the Existing Shares (in the colour of purple) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, to exchange for new share certificates for the Consolidated Shares (in the colour of gold) at the expense of the Company.

Thereafter, share certificates for the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders 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 certificates cancelled/issued is higher.

After Thursday, 15 October 2020, share certificates for the Existing Shares will remain effective as documents of title and may be exchanged for share certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes.

6

LETTER FROM THE BOARD

SGM

Set out on pages 8 to 9 of this circular is a notice convening the SGM to be held at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong at 9:30 am on 3 September 2020 (Thursday).

At the SGM, an ordinary resolution for approving the Share Consolidation will be proposed for the Shareholders' approval.

The resolution will be voted by way of poll at the SGM. As no Shareholder has material interest in the Share Consolidation, no Shareholder is required to abstain from voting on the resolution to approve the Share Consolidation

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, please complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event by not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM or any adjourned meeting should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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.

RECOMMENDATION

The Directors consider that the Share Consolidation is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM.

On behalf of the Board

Bankee P. Kwan

Chairman & CEO

7

NOTICE OF THE SGM

CELESTIAL ASIA SECURITIES HOLDINGS LIMITED

時 富 投 資 集 團 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 1049)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting ("SGM") of Celestial Asia Securities Holdings Limited ("Company") will be held at 28/F Manhattan Place, 23 Wang Tai Road, Kowloon Bay, Hong Kong on 3 September 2020 (Thursday) at 9:30 am for the purpose of considering and, if thought fit, passing the following resolution of the Company:

ORDINARY RESOLUTION

"THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited ("Stock Exchange") of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below:

1. with effect from the second business day immediately following the date on which this resolution is passed:
2. 1. every twenty (20) issued and unissued ordinary shares of par value of HK$0.01 each in the share capital of the Company be consolidated into one (1) consolidated share of par value of HK$0.20 (each a "Consolidated Share") ("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 the restrictions as contained in the memorandum of association and bye-laws of the Company; and
   2. all fractional Consolidated Shares will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company; and
3. the board of directors of the Company be and is hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as it considers necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation."

By order of the Board

Suzanne W S Luke

Company Secretary

Hong Kong, 13 August 2020

• For identification purpose only

8

	NOTICE OF THE SGM
Registered office:	Head office and principal place of business
Clarendon House	in Hong Kong:
2 Church Street	28/F Manhattan Place
Hamilton HM 11	23 Wang Tai Road
Bermuda	Kowloon Bay
	Hong Kong

Notes:

1. A member entitled to attend and vote at the SGM is entitled to appoint one or if he is the holder of two or more shares, more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company. A form of proxy for the SGM is also enclosed.
2. In order to be valid, the form of proxy must be deposited at the Company's branch share registrar in Hong Kong, Tricor Standard Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of that power of attorney or other authority, not less than 48 hours before the time for holding the SGM or any adjournment thereof.
3. In order to qualify for attending and voting at the SGM, all transfer documents accompanied by the relevant share certificates must be lodged for registration with the branch share registrar of the Company, Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 pm on 28 August 2020.

9