China Ecotourism Group Limited will seek shareholder approval on 25 June 2026 for a comprehensive restructuring package designed to repair its balance sheet and settle creditor claims.
Key agenda items:
1. Creditors Scheme and Share Issuance • Conditional on the wider capital reorganisation, the company will implement a scheme of arrangement with its creditors. • A specific mandate is sought to allot and issue 326.67 million new shares (“New Shares”) on a pari passu basis to settle admitted claims, including shares for director-creditors and other connected parties. • The settlement mechanism includes a Cash Option allowing creditor shareholders to dispose of scheme shares; this constitutes a “special deal” under Rule 25 of the Takeovers Code and requires independent shareholder approval.
2. First Phase Capital Reorganisation • 10-for-1 share consolidation: every ten existing HK$0.50 shares will become one consolidated HK$5.00 share. • Capital reduction: par value of each consolidated share to be reduced from HK$5.00 to HK$0.01, cutting issued share capital from HK$77.21 million to HK$0.15 million and crediting HK$77.06 million to contributed surplus. • Subdivision: each unissued HK$0.50 share will be split into 50 New Shares of HK$0.01, keeping authorised capital unchanged at HK$125 million but now comprising 12.50 billion New Shares. • Resulting contributed surplus may be used to offset accumulated losses or for future distributions.
3. Share Premium Cancellation • Entire share premium balance of HK$1.63 billion to be cancelled and transferred to contributed surplus, available for loss elimination or distributions.
4. Authorised Capital Expansion • Conditional on the First Phase Capital Reorganisation, authorised share capital to rise four-fold from HK$125 million to HK$500 million, representing 50.00 billion New Shares.
5. Whitewash Waiver • Trinity Eagle Investments Limited seeks an Executive-granted waiver from making a mandatory general offer triggered by its increased shareholding post-scheme; shareholder approval is required.
Logistics • Special General Meeting: 25 June 2026, 11:30 a.m., 10/F, Lee Garden Three, Causeway Bay, Hong Kong. • Share register closure: 22–25 June 2026. • Proxy forms must be lodged at Computershare Hong Kong Investor Services by 23 June 2026.
The proposed measures aim to stabilise China Ecotour’s capital structure, extinguish substantial liabilities and accumulated losses, and position the company for future corporate actions, subject to shareholder and regulatory approvals.