The company has announced a proposed capital reorganization, which involves: a capital reduction, achieved by canceling HK$0.90 of paid-up capital per issued existing share, thereby reducing the nominal value of each issued existing share from HK$1.00 to HK$0.10; a share subdivision, to be implemented immediately following the effectiveness of the capital reduction, whereby each authorized but unissued existing share with a nominal value of HK$1.00 will be subdivided into ten new shares with a nominal value of HK$0.10 each; and the credit arising from the capital reduction will be used to offset the company's accumulated losses as of the effective date of the capital reduction, thereby reducing the deficit. Any remaining credit balance will be transferred to the company's distributable reserves account, which may then be utilized in any manner permitted by applicable laws and the company's memorandum and articles of association, as the board deems appropriate.
Following the effectiveness of the capital reorganization, the new shares will be identical in all respects, ranking equally in every aspect, and will carry the rights and privileges, and be subject to the limitations, set out in the company's memorandum and articles of association.
Subject to the capital reorganization taking effect, the company proposes to undertake a rights issue on the basis of two rights shares for every one new share held on the record date, at a subscription price of HK$0.80 per rights share. This initiative aims to raise approximately HK$275 million (before deducting professional fees and other related expenses) through the issuance of up to 344 million rights shares to eligible shareholders, assuming no change in the company's share capital before the record date; or approximately HK$300 million (before deducting professional fees and other related expenses) through the issuance of up to 375 million rights shares, assuming no change in the company's share capital before the record date except for the full conversion of convertible bonds.
The subscription price is set at HK$0.80 per rights share, payable in full upon acceptance of the provisional entitlement to rights shares by eligible shareholders, application for excess rights shares, or acceptance of the provisional entitlement by purchasers of nil-paid rights shares.
Assuming no change in the number of issued shares before the record date, the rights shares proposed for issuance under the terms represent: 200.0% of the company's existing issued share capital as of the date of this announcement; and approximately 66.7% of the company's enlarged issued share capital following the allotment and issuance of the rights shares.