#NASDAQ #Hong Kong #Reverse Stock Split #SU Group Holdings

SU Group Holdings Limited's Strategic Capital Changes

SU Group Holdings Limited (Nasdaq: SUGP), a Hong Kong-based company specializing in integrated security-related engineering services, has made significant announcements regarding its capital structure. The company is set to execute a 1-for-10 reverse stock split, a share capital increase, and a share capital alteration, all starting from August 25, 2025. These changes come as part of the company's strategy to ensure compliance with Nasdaq's minimum bid price requirement while enhancing its operational flexibility.

Overview of the Changes

The Board of Directors approved these actions on June 26, 2025, with shareholder consent obtained during an Extraordinary General Meeting held on July 31, 2025. Expecting to address financial and structural goals, the following adjustments will be made:

1. Share Consolidation

As part of the share consolidation process, every ten existing ordinary shares will convert into one new ordinary share, increasing its par value from HK$0.01 to HK$0.10. This will result in a reduced total of approximately 1,384,750 outstanding shares, a sharp decrease from around 13,847,500. It is important to note that fractional shares will be rounded up to one consolidated share.

The underlying intention of this move is to maintain compliance with Nasdaq's minimum bid price requirement, which mandates that the company's stock trades at a minimum price of $1.00. Nonetheless, while this adjustment puts the company in a better position, there is no guarantee that it will fully meet the bid price requirement in the future.

2. Share Capital Increase

Following the share consolidation's implementation, the company will increase its authorized share capital from HK$7,500,000 to HK$75,000,000. This increase will expand the total potential number of shares from 75,000,000 to 750,000,000, enabling greater flexibility for future share issuances.

3. Share Capital Alteration

Additionally, the approved share capital alteration will reallocate the new authorized shares into two classes:

• - 749,098,320 Class A Ordinary Shares (HK$0.10 each)
• - 901,680 Class B Ordinary Shares (HK$0.10 each) with specified rights and privileges outlined in the amended articles of association.

This strategic shift is expected to enhance the voting power of Mr. Chan Ming Dave, the company's chairman and executive officer. His beneficial ownership of all Class B shares raises his voting influence to 98.96% from 65.84%.

Moreover, existing holders of options, warrants, or other convertible securities that remain unexercised at the effective date will experience adjustments in accordance with the new ratio from the share consolidation.

Future Implications

SU Group Holdings seeks to ensure that its operational framework aligns with market expectations and regulatory standards. The planned capital changes highlight the company’s commitment to maintaining a strong position within the Nasdaq while prepared for future growth opportunities. Moreover, the consolidation and subsequent capital alterations are crucial to enhancing both governance and expansion opportunities moving forward.

As SU Group continues to provide valuable security solutions throughout Hong Kong, these strategic decisions aim to solidify its market presence, ensuring its financial metrics meet industry standards. For further information about SU Group Holdings, visit www.sugroup.com.hk.