Fantasia (1777) Announces Connected and Major Transaction, Plans Disposal of Key Subsidiary Shares

Bulletin Express
Yesterday

Fantasia (1777) has released an announcement dated 24 February 2026 about a Restructuring Agreement linked to a dispute over shares in a subsidiary. Under this proposal, Fantasia intends to sell approximately 408.60 million shares of Colour Life (representing about 21.97% of its issued share capital) at HK$0.087 apiece. The total proceeds of US$4.53 million will go to TFI Securities and Futures Ltd. (TFISF), reducing part of Fantasia’s alleged outstanding indebtedness of US$118.45 million. TFISF will also receive another block of Colour Life shares (10.00% interest), with the remaining net deficiency of US$111.86 million to be novated on a non-recourse basis to an entity called Sky Ease, which will carry an annual interest rate of 3.00%. Fantasia expects to retain approximately 185.57 million shares of Colour Life (9.98%).

Fantasia categorizes the disposal as both a connected and a major transaction, subject to independent shareholders’ approval. An extraordinary general meeting is scheduled for 11 March 2026 in Shenzhen. Upon completion, Colour Life will no longer be a subsidiary, and Fantasia projects a consolidated net loss of RMB1.41 billion from the transaction. According to the announcement, this move is intended to resolve the prolonged dispute with TFISF and streamline Fantasia’s ongoing debt restructuring efforts. The Long Stop Date is set at 31 March 2026, failing which the Restructuring Agreement will lapse.

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