花样年控股与Splendid Fortune订立重组协议,拟452.84万美元出售4.09亿股彩生活股份

Core Viewpoint - The company has entered into a restructuring agreement involving the sale of shares in its subsidiary, Color Life, at a significant discount, which is expected to result in a substantial net loss for the group [1][2]. Group 1: Restructuring Agreement Details - The restructuring agreement involves the sale of 409 million shares of Color Life at a price of HKD 0.087 per share, representing approximately 21.97% of the total issued shares of Color Life as of the announcement date [1]. - The total consideration for the sale of shares is approximately USD 4.5284 million, which reflects a discount of about 48.82% compared to the closing price of HKD 0.17 on the date of the agreement [2]. - Following the sale, the company will retain 186 million shares of Color Life, which accounts for about 9.98% of the total issued shares, and these shares will not be subject to any claims or guarantees [2]. Group 2: Financial Implications - The group is expected to incur a net loss of approximately RMB 1.409 billion, based on the sale of shares and the transfer of TFISF shares to a designated entity [2]. - The proceeds from the sale will be used by TFISF to reduce the company's risk exposure to TFISF [2]. - The company will not receive any cash from the other transactions outlined in the restructuring agreement, including the transfer of TFISF shares and debt restructuring [2]. Group 3: Considerations Prior to Agreement - The board considered several factors before entering the restructuring agreement, including the efforts made to resolve disputes, legal advice on potential outcomes, insufficient interest in Color Life shares during bidding, current market conditions in the Chinese real estate sector, and the potential significant adverse impact on shareholder equity if the proposed debt restructuring was not implemented [3].