Core Viewpoint - 正乾金融控股 has entered into a settlement agreement with creditors to capitalize outstanding debts and issue convertible bonds totaling HKD 178,615,220, with an initial conversion price of HKD 0.073 per share, allowing for the resumption of trading on the Hong Kong Stock Exchange from August 5, 2025 [1] Group 1: Debt Settlement and Convertible Bonds - The company has outstanding debts of HKD 178,615,220 as of June 30, 2025, which will be settled through the issuance of convertible bonds to creditors [1] - The creditors involved include Rosy Benefit, Forever Brilliance, 日晟, Lumina Investment, and several individuals [1] - Upon full conversion of the convertible bonds at the initial conversion price, the creditors' voting rights will increase significantly, with the group’s stake rising from approximately 0.01% to about 71.36% of the enlarged share capital [1] Group 2: Regulatory Compliance and Waivers - Rosy Benefit and Forever Brilliance must seek a clean waiver under the takeover code rules due to the increase in their shareholding, which may require a mandatory cash offer for the remaining shares [2] - The clean waiver will be contingent upon independent shareholders approving the debt restructuring and settlement agreement at a special general meeting, requiring more than 50% approval for the transaction and at least 75% for the waiver [2]

Group 1 - The company announced a subscription agreement with Shou Xiang Consultancy Services for the conditional subscription of 146 million shares at a price of HKD 0.027 per share [1] - The subscription price will be settled by offsetting outstanding fees totaling RMB 3,650,000, which will be considered fully settled upon completion of the transaction [1] - The subscribed shares represent approximately 3.96% of the company's total issued shares as of the announcement date and about 3.81% of the enlarged total issued shares post-transaction [1] Group 2 - The subscriber has been appointed as the company's corporate advisor, providing ongoing consulting services in various areas including business strategy, public relations, internal team building, and investor relations management [2] - The board believes that issuing subscription shares to settle outstanding fees is beneficial for the group, as it reduces the cash payment burden and allows for better management of working capital [2] - Capitalizing debt through the issuance of subscription shares will not result in cash outflow for the company and will lower the company's debt levels [2]

Core Viewpoint - The company is implementing a series of financial restructuring measures including share consolidation, debt capitalization, and a rights issue to improve its financial position and comply with listing rules [1][2][3] Group 1: Share Consolidation and Capital Structure - The board proposes to consolidate every 20 existing shares with a par value of HKD 0.00004 into 1 share with a par value of HKD 0.0008 [1] - After the consolidation, the company's legal capital will remain HKD 1 billion, divided into 125 billion consolidated shares, with 641 million shares issued [1] - The trading unit will change from 8,000 existing shares to 16,000 consolidated shares [1] Group 2: Debt Capitalization Agreements - The company has entered into two debt capitalization agreements, agreeing to issue 289.6 million shares to Subscriber I and 215 million shares to Subscriber II at a capitalization price of HKD 0.20 per share [2] - The total amount of the capitalization issuance is approximately HKD 10.09 million, which will offset the company's debts to the subscribers [2] - Post-capitalization, the capitalized shares will represent about 78.7% of the issued share capital after consolidation [2] Group 3: Rights Issue - Following the completion of debt capitalization, the company plans to issue 573 million rights shares at a price of HKD 0.20 per share, aiming to raise up to approximately HKD 114.6 million [3] - The net proceeds from the rights issue are estimated to be around HKD 112 million after expenses [3]