Comprehensive Investor Update: CA Cultural Technology Group Limited and Kyosei-Bank Co., Ltd. Joint Announcement

Key Highlights

• Extension of Long Stop Date: The Company and Kyosei-Bank Co., Ltd. (the “Investor”) have signed the 5th Supplemental Subscription Agreements, extending the Long Stop Date for the Subscription Agreements to 31 March 2026, with potential for further extensions by mutual agreement.
• Creditors’ Scheme Approved: The High Court of Hong Kong sanctioned the Creditors’ scheme on 19 March 2024, subject to conditions including completion of the Subscriptions.
• Trading Suspension: Trading in CA Cultural Technology Group Limited shares remains suspended since 9:00 a.m., 21 November 2024, pending further announcement.
• Resumption Guidance from Stock Exchange: The Stock Exchange has outlined specific requirements for resumption, including an investigation, internal control (IC) review, publication of all outstanding financial results, and demonstration of compliance with Listing Rule 13.24.
• Formation of Independent Committee: An independent committee of all non-executive directors is overseeing the investigation and IC review. The investigation has concluded, and the report has been finalized and submitted to the Stock Exchange. The IC report is being updated in response to regulator comments.
• Regulatory and Circular Updates: The Company has responded to regulatory comments and re-submitted the Circular on 10 February 2026. An extension for despatch of the Circular is granted until 31 March 2026.
• Ongoing Regulatory Compliance: The Company is preparing responses regarding consent under Rule 7.27B, the Whitewash Waiver, and Special Deals as part of the restructuring.
• Delayed Financial Results: Publication of annual and interim financial results for FY2025 and the six months ended 30 September 2025 is postponed, with updates to be included in the Circular once finalized.
• Minimum Public Float and Completion Risks: Subscriptions may reduce the public float below the minimum required by the Listing Rules. Listing approval for new shares is contingent on meeting these requirements, and failure may halt the restructuring.

Detailed Developments for Investors

The joint announcement by CA Cultural Technology Group Limited and Kyosei-Bank Co., Ltd. delivers several critical updates for investors, especially those monitoring the progress of the Company’s planned restructuring, regulatory compliance, and trading status.

1. Extension of Long Stop Date for Subscription Agreements

The Company and the Investor have agreed to extend the Long Stop Date for the Subscription Agreements to 31 March 2026, allowing more time to fulfill all necessary conditions for the completion of the restructuring. This extension provides flexibility and signals ongoing negotiations and progress toward finalizing the deal.

2. Creditors’ Scheme Approval

The High Court of Hong Kong has sanctioned the Creditors’ scheme without modification. However, the scheme will only become effective once all conditions precedent are met, including the completion of the Subscriptions. This legal milestone is crucial, as the scheme’s effectiveness hinges on successful restructuring and subscription completion.

3. Ongoing Trading Suspension

Trading in the Company’s shares on the Hong Kong Stock Exchange has been halted since 21 November 2024 and will remain suspended until further notice. This suspension was triggered by pending restructuring developments and outstanding regulatory requirements, and its continuation could significantly impact liquidity and share valuation once trading resumes.

4. Regulatory Requirements for Resumption

• The Stock Exchange has outlined Resumption Guidance that includes:
• Conducting an independent investigation and internal control review (IC Review).
• Publishing all outstanding financial results under the Listing Rules.
• Addressing any audit modifications.
• Demonstrating compliance with Listing Rule 13.24—adequate internal controls and procedures.
• The Company has formed an independent committee of non-executive directors to oversee the investigation and IC Review. The investigation is now complete, and the IC report is being updated in response to Stock Exchange comments. Announcements on key findings will be made to shareholders in due course.

5. Circular and Consent Processes

The Company has addressed regulator feedback and re-submitted the Circular on 10 February 2026. The deadline for dispatching the Circular is now extended to 31 March 2026. The Company is also working on responses and documentation regarding consent under Rule 7.27B, incorporating findings from the investigation, and preparing applications for the Whitewash Waiver and Special Deals.

6. Delayed Financial Reporting

The publication of the Group’s annual results for the year ended 31 March 2025 and interim results for the six months ended 30 September 2025 is further postponed. The Company is working closely with its auditor to finalize these results, which will be included in the Circular for shareholder review.

7. Risks Related to Public Float and Completion of Subscriptions

A critical issue is that the planned Subscriptions could cause the public float to drop below the minimum required by the Listing Rules. The Stock Exchange will not approve the listing of new shares if this requirement is breached. If the necessary approvals and waivers are not granted, the restructuring and subscriptions may not proceed. This introduces significant uncertainty and risk for shareholders and potential investors.

Important Shareholder Considerations & Potential Price Sensitivity

• Trading Suspension: Prolonged suspension and uncertainty regarding resumption could affect market confidence and future share value.
• Restructuring Completion Risk: The entire restructuring is contingent on meeting several regulatory and compliance requirements, including public float and Whitewash Waiver—failure could significantly impact the Company’s future and share price.
• Delayed Results: Postponements in financial reporting may impact transparency and investor confidence, leading to potential volatility upon publication of results.
• Approval Dependencies: The effectiveness of the Creditors’ scheme and the listing of new shares depend on multi-layered regulatory approvals and fulfilment of all conditions precedent.

Next Steps & Ongoing Disclosure

The Company will continue to update shareholders on the status of the Circular, resumption of trading, and progress on fulfilling the Resumption Guidance. Investors are urged to monitor Company announcements for the latest developments, as these may have material impacts on share value.

Cautionary Note

Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company. If in doubt, they should consult professional advisers. The proposed restructuring may or may not proceed, and the resumption of trading is subject to various regulatory and compliance hurdles.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are strongly advised to review official company announcements and consult their professional advisers before making any investment decisions based on this update.

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