CA Cultural Technology Group Limited has convened a rescheduled extraordinary general meeting for 27 May 2026 to seek shareholder approval for a multi-step balance-sheet overhaul that combines capital reorganisation, new financing and a creditor scheme.

The proposed capital reorganisation begins with a 10-for-1 share consolidation that will convert every ten issued shares of HK$0.10 par value into one share of HK$1.00. Post-consolidation, the issued share capital will change from HK$118.20 million (1,182.04 million shares) to the same dollar amount represented by 118.20 million shares.

Immediately after consolidation, the board proposes a capital reduction that will cancel HK$0.99 of paid-up capital on each consolidated share, cutting issued share capital to HK$1.18 million and generating a HK$117.02 million credit to offset accumulated losses. The authorised share capital will be reduced to HK$5.00 million (500 million shares at HK$0.01 par).

To restore issuance capacity, directors seek to raise authorised share capital to HK$10.00 billion, divided into 1.00 trillion shares of HK$0.01 par value.

Funding initiatives feature:

• Share Subscription – Kyosei-Bank Co., Ltd. will subscribe for 530.80 million new shares at HK$0.1772 each, raising gross proceeds of approximately HK$94.09 million. The shares will rank pari passu with existing shares post-reorganisation and will be issued under a specific mandate, subject to Stock Exchange listing approval.

• Convertible Bonds – The company will issue unsecured convertible bonds with an aggregate principal of HK$25.00 million to the same investor. Conversion shares will be allotted under a separate specific mandate, also subject to listing approval.

Debt restructuring is centred on a Hong Kong-law Creditors’ Scheme. Key terms include a HK$160.00 million cash distribution and the allotment of 59.00 million new shares (valued at HK$0.1772 per share) to a special-purpose vehicle acting for scheme creditors. The scheme requires High Court sanction and will employ funds from the share and bond subscriptions.

Special-deal approvals are sought for the settlement of amounts owed to China Sun Group Holding Limited and four individual shareholders holding 220.89 million shares in aggregate, as well as for a separate arrangement with Mr. Lam Siu Leung, holder of 20.00 million shares. Consent from the Securities and Futures Commission Executive under the Takeovers Code is a prerequisite.

Because the new share issue will significantly increase Kyosei-Bank’s equity interest, the company has applied for a Whitewash Waiver that would exempt the investor from making a mandatory general offer.

All resolutions will be decided by poll. The register of members will be closed from 12 May 2026 to 27 May 2026, inclusive, to determine voting entitlements.