Vision Values Holdings Limited has announced a multi-part capital initiative that includes a HK$200.00 million issuance of three-year, 3% convertible notes to five investors, a 1-for-10 share consolidation, and a doubling of its board lot size, all subject to shareholder approval at an extraordinary general meeting (EGM) on 18 May 2026.
Convertible notes—terms and impact • Five separate subscription agreements were signed on 13 April 2026 with Moral Glory, CTFN, Dragon Noble, Next Victory and Glory Light for notes totalling HK$200.00 million. • Principal breakdown: Moral Glory HK$53.87 million, CTFN HK$35.22 million, Dragon Noble HK$52.70 million, Next Victory HK$13.02 million and Glory Light HK$45.19 million. • The notes carry 3% annual interest, mature three years from issuance and are convertible any time before maturity at HK$0.042 per share (pre-consolidation) or HK$0.42 (post-consolidation). • Full conversion, assuming all principal and maximum accrued interest are converted, would yield up to 5.19 billion new shares—equal to 132.27% of current issued capital and 56.9% of the enlarged base. • Conversion is restricted to avoid triggering a mandatory takeover offer or breaching minimum public-float rules. No listing will be sought for the notes; application will be made for listing of the conversion shares.
Use of proceeds After estimated expenses of HK$1.80 million, net proceeds of about HK$198.20 million will be applied as follows: – 75% (≈HK$150 million) to expand the Group’s electric truck fleet in Xinjiang and install charging infrastructure by 2027. – 10% (≈HK$20 million) for gold and minerals exploration in Mongolia via 51%-owned FVSP LLC. – 15% (≈HK$28 million) for general working capital, including staff, professional and finance costs.
Connected-transaction status Two subscribers—Moral Glory (wholly owned by Chairman and CEO Mr Lo Lin Shing, Simon) and Glory Light (wholly owned by Mr Ho Christopher, son of executive director Mr Ho Hau Chong, Norman)—are classified as connected persons. Their participations constitute connected transactions, requiring independent shareholder approval. Somerley Capital has been appointed independent financial adviser. Mr Lo, Mr Ho and their respective associates will abstain from voting.
Share consolidation and board lot change • Proposed 1-for-10 consolidation will convert every ten existing shares of HK$0.01 par value into one consolidated share of HK$0.10 par value, reducing issued shares from 3.92 billion to 392.42 million (assuming no other changes). • Conditional on approval, the consolidation is slated to take effect on 20 May 2026. • Subject to the consolidation, the board lot size on the Stock Exchange will change from 5,000 existing shares to 10,000 consolidated shares on 4 June 2026, raising the theoretical board lot value from about HK$200 to roughly HK$4,000 based on the last close of HK$0.04 per share.
Timetable highlights • Circular dispatch: 27 April 2026. • EGM: 18 May 2026. • Share consolidation effective: 20 May 2026. • First day of trading in consolidated shares: 20 May 2026 (temporary 500-share lots). • New 10,000-share board lot and parallel trading period: 4–25 June 2026. • Free exchange of certificates ends: 29 June 2026.
Capital structure scenarios provided in the announcement show Chairman Mr Lo’s group could increase its stake from 31.80% to 48.60% upon full conversion of its own HK$53.87 million note, while public float would remain above 25% under illustrative scenarios.
Completion of the convertible-note issue, share consolidation and board-lot change remains contingent on satisfaction of various conditions, including Stock Exchange approval and Independent Shareholders’ endorsement at the EGM. Shareholders and investors are advised to exercise caution when dealing in Vision Values shares.