REALWAY CAPITAL (ASX: 01835) and the offeror, 3G Limited, have jointly announced that on June 14, 2026, the company, the offeror, and Mr. Jiang Zhengyao entered into a subscription agreement.

Under the agreement, the offeror and Mr. Jiang have conditionally agreed to subscribe, and the company has conditionally agreed to allot and issue 130 million H shares and 20 million H shares, respectively, totaling 150 million H shares, at a subscription price of HK$0.80 per share, with a total consideration of HK$120 million.

The subscription shares to be allotted and issued represent approximately 97.82% of the total existing issued share capital as of the date of this joint announcement, and approximately 42.45% of the enlarged issued share capital upon full allotment and issuance of the subscription shares and the placement shares.

The Board has been notified by the Vendor that on June 14, 2026, the Vendor entered into a share purchase agreement with each of the Buyers.

The Vendor has conditionally agreed to sell, and the Buyers have conditionally agreed to purchase, the sale shares, comprising 45 million domestic shares, for a total cash consideration of RMB 31.293 million, equivalent to RMB 0.6954 or HK$0.80 per share.

The sale shares represent approximately 29.35% of the total existing issued share capital as of the date of this joint announcement, and approximately 12.74% of the enlarged issued share capital upon full allotment and issuance of the subscription shares and placement shares.

To comply with the public float requirements under the Listing Rules, on June 14, 2026, the company entered into a placing agreement with a placing agent.

The placing agent has conditionally agreed to act as the company's agent on a best-efforts basis to place up to 50 million new H shares, at a placing price of HK$0.80 per share, to no fewer than six placees.

The maximum number of placing shares represents approximately 32.61% of the existing issued share capital as of the date of this joint announcement, and approximately 14.15% of the enlarged issued share capital upon full allotment and issuance of the subscription shares and placing shares.

As of the date of this joint announcement, the offeror and parties acting in concert with the offeror (excluding the Vendor) do not hold any shares.

Upon completion of the share purchase, the subscription, and the placing, the offeror and its concert parties (excluding the Vendor) will collectively hold 195 million shares.

This includes 130 million H shares held by the offeror, 20 million H shares held by Mr. Jiang, and 45 million domestic shares jointly held by the Buyers, representing approximately 55.19% of the enlarged issued share capital upon allotment and issuance of the subscription and placing shares.

This assumes no change in the issued share capital between the date of this announcement and the completion date, other than due to the allotment and issuance of the subscription and placing shares.

Upon completion of the share purchase, the subscription, and the placing, the offeror and its concert parties (including the Vendor) will collectively hold 265 million shares.

This represents approximately 75.00% of the enlarged issued share capital, assuming no change other than the allotment and issuance of the subscription and placing shares between the date of this announcement and the completion date.

Under Rule 26.1 of the Takeovers Code, upon completion of the share purchase and the subscription, the offeror is required to make an unconditional mandatory cash offer for all issued shares not already owned or agreed to be acquired by the offeror and its concert parties.

The cash offer price is HK$0.80 per H share, representing a discount of approximately 39.39% to the closing price of HK$1.320 per H share on the last trading day.

The subscription, together with the transactions contemplated under the share purchase agreement, will introduce new shareholders with extensive investment experience and specialized expertise in industrial operations, capital markets, and corporate affairs, particularly in the fields of intelligent driving and embodied intelligence.

By introducing the new shareholders, including the offeror, Mr. Jiang, and the Buyers, the company will have the opportunity to leverage their deep fund management and investment experience, especially in intelligent driving and embodied intelligence.

This includes Mr. Lin Xinzheng, a managing partner of a general partner primarily engaged in private equity investments focusing on new energy and electric vehicle supply chains, artificial intelligence and autonomous driving, and high-end intelligent manufacturing, to facilitate the company's long-term business development.

Concurrently, as the new shareholders' long-term interests will be directly linked to the company's long-term performance and growth through their shareholdings, they will be incentivized to provide active assistance and valuable advice to the company's business operations, thereby ensuring the continuous creation of value for the company's shareholders.

The company believes the transactions contemplated under the share purchase agreement, subscription agreement, and placing agreement will provide an opportunity to invest organically in a series of projects in the intelligent driving and embedded intelligence fields, thereby entering the fund management business in high-growth technology sectors.

This will help the group optimize its investment portfolio structure and capture opportunities in emerging industries supported by national policies.

It will also enable the group to leverage the network and expertise of the general partner and the eight independent buyers to enhance overall capital operation efficiency, broaden revenue streams, and generate higher potential investment returns.

The transactions are in line with the group's business strategy of creating new growth opportunities and delivering long-term substantial investment returns for all shareholders.

Furthermore, the Board believes the placing provides an opportunity to raise additional funds for the group's business operations and development while ensuring compliance with the public float requirements under the Listing Rules.

The placing will further broaden the group's shareholder and capital base, providing working capital to meet any financial needs without incurring additional interest burdens under current market sentiment.

As of the date of this joint announcement, the offeror is wholly owned by Mr. Liu Kun.

As part of family wealth and succession planning, Mr. Liu Kun intends to establish a discretionary trust under Jersey law.

Upon establishment of the family trust and completion of a proposed restructuring, the offeror will be indirectly wholly-owned by the trustee of the family trust, with Mr. Liu Kun as the settlor, an independent third party as the protector, and Ms. Lan Ruobing as the beneficiary.

Prior to completion of the proposed restructuring, Mr. Liu Kun will remain the ultimate controlling shareholder of the offeror.

As of the date of this joint announcement, Mr. Liu Kun is the sole director of the offeror.

The company has applied to the Stock Exchange for the resumption of trading in its H shares on the Exchange from 9:00 a.m. on Thursday, July 2, 2026.