Shentong Robot Education Group Company Limited has unveiled a restructuring package that combines a 50-for-1 share consolidation with a connected debt-capitalisation transaction aimed at strengthening the balance sheet and securing long-term shareholder support.

Share Consolidation • The board proposes consolidating every 50 existing shares of HK$0.01 par value into one consolidated share of HK$0.50. • Post-consolidation, the authorised share capital remains HK$100.00 million, re-denominated into 200.00 million consolidated shares. Issued share capital will contract from 1.90 billion shares to 37.91 million consolidated shares, with no change to board-lot size (1,000 shares). • Management cites persistent trading below HK$0.10 per share—HK$0.038 on the last trading day (13 October 2025)—as a trigger for the action, targeting an indicative post-consolidation theoretical price of HK$1.90 per share and a board-lot value of HK$1,900.

Debt Capitalisation / Connected Transaction • On 31 August 2026, Shentong, China Communication Investment Limited (CCI) and Copious Link Ventures entered into a subscription agreement. • CCI will subscribe for 17.36 million consolidated shares at HK$3.75 each, settling HK$65.10 million of the HK$95.66 million debt owed to it. • The subscription shares equal 45.79% of current consolidated share capital and 31.41% of the enlarged base. • Upon completion, Shentong’s payable to CCI will fall to HK$30.56 million, and CCI’s stake will rise from 28.59% to 51.02%, triggering a mandatory-offer obligation absent a Whitewash Waiver.

Pricing Metrics • Subscription price represents a 97.37% premium to the theoretical HK$1.90 post-consolidation price and a 71.23% premium to the five-day average. • Net issue price after expenses is approximately HK$3.74 per share.

Regulatory & Shareholder Approvals • The share consolidation, debt capitalisation (including specific mandate) and Whitewash Waiver require approval by independent shareholders at an extraordinary general meeting, voting by poll. • CCI, its concert parties and Executive Director Mr. Bao Yueqing will abstain from voting. • An application for the Whitewash Waiver has been lodged with the Securities and Futures Commission; failure to secure it will halt the transaction.

Financial Impact • As of 31 March 2026, the group reported net liabilities of HK$59.47 million and net current liabilities of HK$57.00 million. • Management estimates the HK$65.10 million debt conversion will shift the group to an unaudited positive net asset position of approximately HK$5.60 million.

Trading Status • Trading in Shentong shares has been suspended since 14 October 2025. Resumption hinges on satisfying Stock Exchange guidance, including completion of the proposed actions.

The company will dispatch a detailed circular within the regulatory timeframe and convene an EGM in due course. Shareholders are advised to exercise caution while the shares remain suspended.