Fantasia Holdings Group Co., Limited Announces Major Capital Restructuring and Share Issuance Plans

Date: 29 April 2026
Event: Extraordinary General Meeting (EGM) Notification
Meeting Date: 15 May 2026, 10:00 a.m.
Location: Imagination Room, BOHUB, 5/F., Tower A, The Platinum Tower, No. 1 Tairan 7th Road, Futian District, Shenzhen, PRC

Key Highlights for Investors

• Fantasia Holdings Group Co., Limited (“Fantasia” or “the Company”) has called an Extraordinary General Meeting (EGM) to seek shareholder approval for a series of significant capital transactions and structural changes.
• These actions involve the issuance of new shares, convertible bonds, notes, and an increase in authorised share capital, all of which have the potential to significantly dilute existing shareholdings and affect the Company’s capital structure.
• The proposals are connected to a restructuring plan, likely aimed at improving the Company’s financial stability and addressing creditor arrangements.

Detailed Resolutions to Be Approved

1. Issuance of Scheme Creditor Shares

• 5,143,723,515 new Existing Shares to be issued to creditors (the “Subscribers”) at HK\$1.52 per share.
• This issuance is conditional upon satisfaction of terms outlined in the scheme and is central to the proposed restructuring.
• This large-scale share issuance is highly price-sensitive and may cause significant dilution for existing shareholders.

2. Issuance of Mandatory Convertible Bonds (MCB) and Conversion Shares

• USD501,183,055 (approx. HK\$3,909,227,829) in MCBs to be issued to Subscribers, convertible into shares at HK\$1.52 per share.
• Upon full conversion, 2,571,858,330 new Existing Shares will be issued.
• The conversion price is subject to adjustments, creating potential future uncertainty about the share base.

3. Issuance of Short-Term Notes (STN)

• USD632,473,681 (approx. HK\$4,933,294,712) in STNs to be issued to Subscribers.
• Aimed at providing liquidity and meeting restructuring obligations.

4. Issuance of Long-Term Notes (LTN)

• USD809,603,733 (approx. HK\$6,314,909,117) in LTNs to be issued to Subscribers.
• Designed to address longer-term funding requirements.

5. Issuance of Scheme Fee Shares

• 1,537,826,767 new Existing Shares to be issued at HK\$0.1 per share as compensation or fees to scheme participants.
• This low issue price may be highly dilutive and price-sensitive.

6. Issuance of Capitalisation Shares

• 4,376,483,544 new Existing Shares to be issued at HK\$0.3 per share for debt capitalisation purposes.
• Represents another significant increase in share capital, with dilution effects.

7. Increase in Authorised Share Capital

• Current: HK\$800,000,000 divided into 8,000,000,000 Existing Shares
• Proposed: HK\$3,000,000,000 divided into 30,000,000,000 Existing Shares
• This dramatic increase authorises the Company to issue up to 22,000,000,000 additional shares, enabling the above issuances and future fundraising.

8. Share Consolidation

• Every five (5) issued and unissued Existing Shares of HK\$0.10 each will be consolidated into one (1) Consolidated Share of HK\$0.50.
• Fractional shares will not be issued but aggregated and sold for the Company’s benefit.
• Post-consolidation: Authorised share capital will be HK\$3,000,000,000 divided into 6,000,000,000 Consolidated Shares.
• Share consolidation may impact share price mechanically and is a critical technical event for investors.

Important Information for Shareholders

• Record Date: Shareholders must be on the register by 15 May 2026 to attend and vote at the EGM.
• Share Transfer Deadline: Transfer of shares must be lodged by 4:30 p.m. on 11 May 2026.
• Proxy Voting: Shareholders unable to attend may appoint proxies. Forms must be submitted at least 48 hours prior to the EGM.
• Joint Holdings: Only the vote of the most senior joint shareholder (as registered) will be counted.

Potential Price Sensitive Implications

• The issuance of a massive number of new shares (over 13.6 billion shares in total across all categories) at prices significantly below prevailing market prices may result in substantial dilution for existing shareholders.
• The proposed share consolidation is likely to affect the share price due to the change in nominal value and the reduction in the number of shares in issue.
• The restructuring and conversion of debt to equity, as well as the issuance of bonds and notes, are designed to address the Company’s financial difficulties, which may restore investor confidence if successful, but carry execution and dilution risks.
• These proposals represent material changes to the capital structure and could be highly price-moving events.

Directors and Governance

• Executive Directors: Mr. Lin Zhifeng, Mr. Timothy David Gildner
• Non-Executive Directors: Ms. Zeng Jie (Baby), Mr. Su Boyu
• Independent Non-Executive Directors: Mr. Leung Yiu Cho, Mr. Guo Shaomu, Mr. Ma Yu-heng

Conclusion

The resolutions proposed at the EGM represent a major restructuring effort for Fantasia Holdings Group, with a focus on recapitalisation, debt restructuring, and improving liquidity. These actions are likely to have a significant impact on the Company’s share price and ownership structure.

Shareholders are strongly advised to review the Circular in detail and consider the potential dilution and price impact before voting on these resolutions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review official documentation and seek professional advice before making investment decisions regarding Fantasia Holdings Group Co., Limited.

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