CA Cultural Technology Group Limited (CA Cultural) and strategic investor Kyosei-Bank Co., Ltd. announced that every resolution tabled at the 27 May 2026 extraordinary general meeting (EGM) was approved by poll with 100% of votes cast in favour.
Key EGM Outcomes 1. Capital Reorganisation • Share Consolidation: The issued share capital will be consolidated on a 10-to-1 basis, reducing the share count from 1.18 billion to 118.20 million. • Capital Reduction and Increase in Authorised Share Capital were also passed.
2. Financing Package • Share Subscription Agreement: Kyosei-Bank will subscribe for 530.80 million new shares, representing 81.79% of the enlarged share base immediately post-subscription (before any CB conversion). • Convertible Bond (CB) Subscription: CBs convertible into up to 908.25 million shares were approved. Full conversion would raise Kyosei-Bank’s stake to 89.04%. • Creditors’ Scheme: Cash payment of HK$160.00 million plus 59.00 million scheme shares to the SchemeCo was endorsed. • Special Deals: Settlements with scheme creditors and with Mr. Lam were consented to by independent shareholders.
3. Regulatory Clearances • The Securities and Futures Commission Executive granted a conditional Whitewash Waiver and consented to the special-deal settlements on 22 May 2026. • All resolutions tied to the waiver and special deals exceeded the required 75% (special resolutions) and 50% (ordinary resolutions) independent vote thresholds.
Post-Transaction Shareholding Snapshot (illustrative) • Before restructuring: Public shareholders hold 77.16%. • After subscriptions, scheme shares issued, and no CB conversion: Kyosei-Bank 74.97%, public 15.19%, SchemeCo 8.33%. • Assuming full CB conversion: Kyosei-Bank 89.04%, public 6.65%, SchemeCo 3.65%. The company has committed that no subscription shares will be issued until the minimum 25% public float required by the Listing Rules is restored, with existing major shareholders Bright Rise Enterprises and Fortress Strength undertaking to dispose of their holdings beforehand.
Continued Suspension of Trading Trading in CA Cultural shares has been suspended since 21 November 2024 and will remain so pending Stock Exchange approval for the listing of the subscription, conversion, and scheme shares. Failure to secure listing approval would cause the entire restructuring to lapse.
Board Composition The EGM was chaired by Executive Director Ms. Liu Moxiang. All directors attended except Mr. Wang Guozhen due to other business commitments.
Investors are advised to exercise caution while trading in the company’s securities during the suspension period.