China Changbaishan International Holdings Limited (China CBS Intl) has convened a Special General Meeting (SGM) for 9 September 2026 at 11:45 a.m. in Hong Kong to seek shareholder approval for a multi-pronged restructuring plan centred on new share issuance and a creditor scheme of arrangement.
Key resolutions to be tabled:
1. Restructuring Framework Agreement • Dated 15 July 2026 and supplemented on 20 August 2026. • Covers a comprehensive restructuring of the company’s capital, business and indebtedness, incorporating a share subscription and a scheme of arrangement. • Counterparty: Ground Group HK.
2. Subscription Agreement • Ground Group HK to subscribe for up to 260.00 million new shares at HK$0.15 each. • Directors will seek a specific mandate to allot and issue the subscription shares, conditional on Stock Exchange listing approval.
3. Scheme of Arrangement • To be effected under section 670 of Hong Kong’s Companies Ordinance, subject to High Court sanction. • Proposes the allotment and issue of 4.74 billion new shares at HK$0.15 each to creditors on a pro-rata basis. • Directors will request a specific mandate to issue these “Scheme Shares,” pending Stock Exchange approval.
4. Settlement of Indebtedness & Takeovers Code Implications • The debt settlement under the Scheme may result in distributions to creditors who are also shareholders, constituting “special deals” under Rule 25 of the Hong Kong Takeovers Code. Shareholder approval is sought to ratify these arrangements.
Logistics and Voting • Shareholders registered by 4:30 p.m. on 3 September 2026 will be eligible to attend and vote; the register will be closed from 4 to 9 September 2026 (both dates inclusive). • The SGM will follow the company’s annual general meeting at Room 901-5, 9/F, China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong. • Proxy forms must be lodged with Tricor Investor Services Limited at least 48 hours before the meeting.
Board Composition (as of 25 August 2026) Executive Directors: Xu Yingchuan (Acting Chairperson), Li Junjie, Cong Peifeng Non-Executive Directors: Cui Mindong, Chiu Sin Nang, Kenny Independent Non-Executive Directors: Tsang Hung Kei, Wang Xiaochu, Wang Meirong