China Dongxiang (Group) Co., Ltd. has unveiled a multi-part “Settlement” aimed at closing out long-standing subscription loans and removing related share overhangs. The proposal requires approval from disinterested shareholders and the Hong Kong Securities and Futures Commission, with an Extraordinary General Meeting scheduled for 30 September 2026.

The package’s cornerstone is an off-market buy-back of 256.09 million shares—equal to 4.34 % of issued capital—at HK$0.285 per share, valuing the repurchase at HK$72.99 million (US$9.4 million). Because the consideration will be fully set off against outstanding vendor subscription loans, the transaction generates no immediate cash outflow.

After the set-off, group subsidiary Gaea Sports Limited will waive the remaining HK$201.86 million principal on those loans. Former CEO Mr. Zhang Zhiyong will additionally pay the Company HK$20 million in compensation for professional and administrative costs linked to the incentive-loan unwind.

Completion is conditional on SFC consent under the Share Buy-backs Code and approval by at least three-quarters of voting disinterested shareholders. The seven vendor-shareholders will abstain from voting.

If approved, the buy-back shares will be cancelled, shrinking issued capital from 5.895 billion to 5.639 billion shares. The Chen Family Group’s stake will rise from 43.62 % to 45.60 % while the public float will remain above the 25 % threshold.

Financially, the Company expects a one-off HK$19.25 million loss. Pro forma analysis shows net asset value per share would increase 3.38 % to RMB1.53, while FY2026 basic and diluted losses per share would widen 16.73 % to RMB0.0314. Net current assets would edge up 0.23 %; total liabilities stay unchanged.

The Board cites removal of credit-recovery uncertainty, avoidance of market selling pressure, and the absence of cash drain as key benefits. Both the Board (with the interested Director abstaining) and the Independent Board Committee deem the terms fair and reasonable and recommend shareholder approval.

The register of members will close from 25 to 30 September 2026 for voting eligibility. Proxy forms must reach Computershare Hong Kong Investor Services by 28 September 2026.