Core Principle - The primary principle is to avoid being classified as a "reverse takeover," which would require the company to meet IPO standards if significant asset changes occur within 36 months after control change [3] Methods for Debt Separation - Common methods for separating shell company liabilities include: 1. **Debt Transfer and Waiver**: Transfer specific debts to original shareholders or related parties, and negotiate waivers from creditors [8] 2. **Asset Swap**: Issue shares to acquire assets while simultaneously divesting bad assets [5] 3. **Special Purpose Vehicle (SPV)**: Isolate liabilities in a subsidiary and sell that subsidiary [6] 4. **Bankruptcy or Debt Restructuring**: Applicable for severely insolvent shell companies [7] 5. **Cash Acquisition**: Direct cash purchase of the shell company's existing business, allowing original shareholders to take on liabilities [9] Typical Buy Shell and Separation Process - The typical process consists of four stages: 1. Pre-Due Diligence and Negotiation 2. Structuring and Signing 3. Execution and Completion 4. Resumption and Post-Deal [10] Recommendations for Buyers - It is advisable for buyers to seek a "clean shell," where the original shareholders have already divested most assets and liabilities [10] - If self-separation is necessary, hiring a team familiar with Hong Kong listing rules and using the SPV method is recommended [10] Standard Operating Procedures - Key steps include: 1. Financial audit by a reputable firm to clarify all liabilities and risks [11] 2. Legal review to ensure compliance with listing rules [11] 3. Drafting a separation plan based on due diligence results [11] 4. Board and shareholder approval for asset sales and debt assumption [11] 5. Communication with creditors for necessary waivers [11] 6. Legal transfer of assets or liabilities [11] 7. Submission of resumption application to the exchange post-separation [11]

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, Zhengqian Financial Holdings, has entered into a settlement agreement with creditors to capitalize its outstanding debt of HKD 178,615,220, which will be converted into convertible bonds at an initial conversion price of HKD 0.073 per share [1] - The company has applied to the Stock Exchange for the resumption of trading of its shares starting from August 5, 2025 [1] - As of June 30, 2025, the total outstanding debt is HKD 178,615,220, and the issuance of convertible bonds will settle all obligations under the respective promissory notes and corporate bonds [1] Group 2 - Upon full conversion of the convertible bonds at the initial conversion price, approximately 2,446,783,836 shares will be issued to creditors, increasing their voting rights from about 0.01% to approximately 71.36% of the enlarged issued share capital [1] - Specifically, if Rosy Benefit converts its bonds, it will receive 717,173,014 shares, raising its voting rights from 0% to 42.21% [1] - Similarly, if Forever Brilliance converts its bonds, it will receive 602,308,123 shares, increasing its voting rights from 0% to 38.02% [1] Group 3 - Unless granted a clean waiver, Rosy Benefit, Forever Brilliance, and/or the creditor group must make a mandatory cash offer for all issued shares not already owned or agreed to be acquired [2] - Rosy Benefit and Forever Brilliance will apply for a clean waiver from the Executive under the Takeover Code [2] - The clean waiver will require approval from independent shareholders at a special general meeting, with over 50% voting in favor of the debt restructuring and settlement agreement, and at least 75% voting in favor of the clean waiver [2]