CA Cultural Technology Group Limited & Kyosei-Bank Co., Ltd. Joint Announcement: Major Restructuring, Capital Actions, and Trading Suspension

Key Points of the Announcement

• Despatch of the Circular detailing significant corporate actions
• Postponement of the Extraordinary General Meeting (EGM) to 18 May 2026
• Continued suspension of trading in CA Cultural Technology Group Limited shares
• Complex restructuring involving capital reorganisation, debt restructuring, issue of new shares and convertible bonds, and special deals
• Application for a Whitewash Waiver from the SFC
• Potential impact on public float and compliance with Hong Kong Listing Rules

Details Investors Need to Know

1. Circular Despatch and EGM

The Circular, which outlines key restructuring actions, recommendations from the Independent Board Committee, and the advice of the Independent Financial Adviser, was sent to shareholders on 27 April 2026. It includes notice of the EGM, now scheduled for 18 May 2026 at China Resources Building, Wan Chai, Hong Kong. This meeting will be crucial for approving the restructuring and related corporate actions.

2. Capital Reorganisation and Board Lot Size Change

The Company is proposing a capital reorganisation and a change in board lot size. These actions may affect the liquidity and trading dynamics of the shares. Details are provided in the Circular.

3. Debt Restructuring and Issue of New Shares & Convertible Bonds

The restructuring plan involves:

• Debt restructuring, which could improve the Company’s financial health
• Issuance of new shares and convertible bonds, potentially diluting existing shareholders

Completion of these actions is subject to regulatory and shareholder approvals, including Whitewash Waiver from the SFC.

4. Special Deals and Settlement Deed

The Company is entering into special deals, including a Deed of Settlement. These are considered “special deals” under Hong Kong Listing Rules, which may affect the shareholding structure and the Company’s future operations.

5. Trading Suspension and Public Float Concerns

Trading in CA Cultural Technology Group Limited shares has been suspended since 21 November 2024 and will remain suspended pending further announcements.

Notably, the Stock Exchange will not grant listing approval for new shares if the public float falls below the minimum requirement. The subscriptions contemplated in the restructuring may result in the public float dropping below the threshold. The Company must put in place arrangements to ensure compliance with Rule 8.08(1) of the Listing Rules before and after completion.

6. Conditionality & Risks

The restructuring and new share issuances will only proceed if all conditions are met, including:

• Whitewash Waiver approval
• Listing approval for Subscription Shares, CB Conversion Shares, and Scheme Shares

If listing approval is not granted, the restructuring will not proceed. Investors are advised to exercise caution and seek professional advice.

Potential Price Sensitive Information

• The restructuring could significantly alter the capital structure, potentially affecting share value and dilution.
• The trading suspension and uncertainty of public float compliance introduce significant risks for current and potential investors.
• Completion of the restructuring is uncertain and subject to regulatory and shareholder approval.
• Failure to secure listing approval will result in the cancellation of the restructuring.
• All these factors could have a material impact on the share price once trading resumes.

Board and Directors’ Responsibility

Both the Company’s board and the Investor’s directors have affirmed responsibility for the accuracy of the information in the joint announcement, except for information relating to the other party. They confirm that all reasonable enquiries have been made and that opinions expressed are based on careful consideration.

Conclusion for Investors

The proposed restructuring and corporate actions represent a significant turning point for CA Cultural Technology Group Limited. Investors should closely monitor updates, especially regarding regulatory approvals and trading status. Uncertainty remains high, and any developments could materially affect the share price once trading resumes. Professional advice is strongly recommended.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors are strongly advised to exercise caution and consult their professional advisers before making any investment decisions. The restructuring and other corporate actions are subject to regulatory and shareholder approval and may not proceed as planned.

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