CA CULTURAL updates capital reorganisation terms after Cayman law change; revised proxy form issued for 18 May EGM

Bulletin Express
May 11

CA Cultural Technology Group Limited (CA CULTURAL) has revised the conditions and wording of its forthcoming capital reorganisation after recent amendments to the Cayman Islands Companies Act allowed share-capital reductions without court approval.

The company will now rely on a directors’ Solvency Statement and subsequent filings with the Cayman Islands Registrar of Companies in place of the previously required Grand Court order. Key updated conditions for the capital reorganisation include: • Passing the relevant special resolutions at the 18 May 2026 extraordinary general meeting (EGM). • Directors signing a Solvency Statement within 30 days before the EGM, followed by registration of that statement and an accompanying minute with the Cayman Registrar. • Receipt of a certificate from the Registrar confirming registration of the documents. • Listing Committee approval for the new HK$0.01-par-value shares. • Compliance with all remaining Cayman Islands and Hong Kong regulatory requirements.

Under the revised special resolution, the issued share capital will be reduced by cancelling HK$0.99 of paid-up capital on each post-consolidation share, cutting par value from HK$1.00 to HK$0.01. The resulting credit of approximately HK$117.02 million will be applied to offset the company’s consolidated accumulated losses.

The capital reorganisation—which also includes share consolidation and an increase in authorised share capital—must be completed before the proposed debt restructuring and subscriptions.

To reflect the changes, CA CULTURAL has issued a Revised Proxy Form. Shareholders who have already submitted the Original Proxy Form do not need to take further action unless they wish to amend their instructions; any newly appointed proxies must be lodged at Computershare Hong Kong Investor Services at least 48 hours before the EGM. The meeting date, agenda, and other contents of the circular remain unchanged.

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