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

Key Points of the Report

• Delay in despatch of the Circular relating to major corporate restructuring actions.
• Postponement of Extraordinary General Meeting (EGM) and revised timetable for Capital Reorganisation and Change in Board Lot Size to be announced.
• Continued suspension of trading in the Company’s shares on the Hong Kong Stock Exchange since 21 November 2024, pending further announcement.
• Potential impact on minimum public float requirements under the Listing Rules due to proposed share subscriptions.
• Restructuring may not proceed if certain regulatory approvals and conditions are not met.

Detailed Analysis of the Announcement

CA Cultural Technology Group Limited and Kyosei-Bank Co., Ltd. have jointly announced significant updates regarding a series of corporate restructuring events. The announcement includes details on the delay of the Circular’s despatch, which is a critical document containing information about several actions:

• Entering of Term Sheet
• Capital Reorganisation and Change in Board Lot Size
• Debt Restructuring
• Issue of New Shares
• Issue of Convertible Bonds
• Application for Whitewash Waiver
• Scheme’s Special Deals
• Special Deal in relation to Deed of Settlement

The Circular is required under the Takeovers Code to be sent to shareholders within 21 days of the initial Joint Announcement, but additional time is necessary to finalise material information and ascertain the latest affairs. The Company has sought, and the regulatory Executive is minded to grant, an extension for despatch of the Circular to a date on or before 27 April 2026.

Important Shareholder Considerations

• Postponement of EGM: The EGM, at which shareholders would vote on the restructuring proposals, has been postponed. The new timetable will be announced in due course.
• Trading Suspension: Shares have been suspended from trading since 21 November 2024 and will remain so until further notice. This is a critical issue for liquidity and share price discovery.
• Public Float Concerns: The Hong Kong Stock Exchange will not permit the listing of new shares if it would cause a breach of minimum public float requirements. The proposed subscriptions are expected to reduce the public float below the required threshold, and the Company must put in place arrangements to ensure compliance before and after completion of the restructuring.
• Conditional Completion: Completion of the restructuring (subscriptions, debt restructuring, capital reorganisation) is subject to the fulfilment of several conditions, including regulatory approvals (Whitewash Waiver from SFC, listing approvals for new shares, convertible bonds, and scheme shares). If any conditions are not met, the restructuring will not proceed.
• Potential Price Sensitivity: The outcome of the restructuring and regulatory approvals, as well as trading suspension, are highly price sensitive. Investors should be aware that the restructuring may or may not proceed, which can significantly impact share value.
• Advisory: Shareholders and potential investors are strongly advised to exercise caution when dealing in the shares and consult professional advisers if in doubt.

Corporate Responsibility Statement

The Directors of both CA Cultural Technology Group Limited and Kyosei-Bank Co., Ltd. accept full responsibility for the accuracy of the information in the announcement, except for information relating to the other party. They confirm that all reasonable enquiries have been made and that opinions are based on due and careful consideration.

Board and Management Update

• CA Cultural Technology Group Limited: Chairman and Executive Director – Chong Heung Chung Jason; Executive Director – Liu Moxiang; Independent Non-Executive Directors – Ni Zhenliang, Wang Guozhen, Hung Muk Ming.
• Kyosei-Bank Co., Ltd.: Directors – Kenichi Yanase, Hiroshi Kaneko, Takahiro Haga, Kuniaki Yanase.

Conclusion

This announcement contains material information that is highly relevant to shareholders and potential investors. The ongoing trading suspension, delay in critical shareholder resolutions, and uncertainty regarding public float and restructuring completion could have significant implications for the Company’s share price and future operations. The market will be watching closely for further updates, especially regarding regulatory approvals and new timetable disclosures.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should consult their professional advisers before making any investment decisions. The information herein is based on publicly available disclosures at the time of writing and may be subject to change.

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