Fantasia Holdings Group Co., Limited Announces Extraordinary General Meeting to Approve Major Restructuring

Key Points Investors Must Note

• Date and Venue of EGM: Fantasia Holdings Group Co., Limited (“the Company”) will hold an Extraordinary General Meeting (EGM) on Wednesday, 11 March 2026 at 10 a.m. The meeting will take place at Imagination Room, BOHUB, 5/F., Tower A, The Platinum Tower, No. 1 Tairan 7th Road, Futian District, Shenzhen, PRC.
• Pivotal Resolution Up for Approval: The EGM will consider and, if thought fit, approve a critical ordinary resolution concerning the Restructuring Agreement. This includes the disposal of Sale Shares, transfer of TFISF Shares to TFISF as effective enforcement of the Purported Security, and the Debt Novation.
• Potential Share Price Impact: The approval and implementation of this Restructuring Agreement could significantly affect the value of Fantasia Holdings shares. The restructuring involves asset disposals and debt arrangements that may directly impact the company’s balance sheet, debt levels, and future growth prospects.

Details of the Restructuring Agreement and Shareholder Actions

• Substance of the Resolution: Shareholders are being asked to approve, confirm, and ratify the Restructuring Agreement and the transactions contemplated under it. This encompasses:
  • The disposal of Sale Shares (potentially reducing company assets but possibly strengthening the balance sheet by reducing liabilities or raising cash).
  • The transfer of TFISF Shares to TFISF as an enforcement of the Purported Security (which may have implications for control or ownership of certain assets).
  • A Debt Novation (which means the substitution of a new party for one of the original parties to a contract, possibly changing the company’s debt profile).
• Authorisation to Directors: The resolution also seeks to empower any one director to execute all necessary documents and actions related to the Restructuring Agreement, and to make variations as deemed appropriate and in the best interests of the company and its shareholders.

Important Information for Shareholders

• Proxy Voting: Shareholders entitled to attend and vote at the EGM may appoint one or more proxies. A proxy does not need to be a member of the company, and completion of a proxy form does not preclude shareholders from attending and voting in person.
• Submission of Proxy Forms: Proxy forms, along with any necessary powers of attorney or authority, must be deposited at Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, at least 48 hours before the EGM.
• Closure of Register of Members: The company’s register of members will be closed from Friday, 6 March 2026 to Wednesday, 11 March 2026 (both days inclusive). No share transfers will be registered during this period for the purpose of ascertaining shareholders entitled to attend and vote.
• Joint Shareholdings: In the case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote will be accepted to the exclusion of the other joint holders. Seniority is determined by the order of names in the register.
• Form of Proxy: A form of proxy for use at the EGM is enclosed with the official documentation.

Board of Directors

As at the date of this announcement, the executive directors of the Company are Ms. Cheng Jianli, Mr. Timothy David Gildner, and Mr. Lin Zhifeng; the non-executive directors are Ms. Zeng Jie, Baby and Mr. Su Boyu; and the independent non-executive directors are Mr. Leung Yiu Cho, Mr. Guo Shaomu, and Mr. Ma Yu-heng.

Potential Share Price Sensitivity

This EGM and the associated resolution are highly significant and could be price sensitive. The restructuring, involving asset disposals, security enforcement, and debt novation, could materially affect the company’s financial structure and future prospects. Shareholders are strongly encouraged to review the full details in the circular and consider the implications for their investment.

Disclaimer: The above article is intended for informational purposes only and does not constitute investment advice. Investors should consult the original company documents and seek professional advice before making investment decisions. The information provided may be subject to change and does not guarantee any financial outcome.

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