According to Zhitong Finance App News, Huayin International Holdings (00989) issued an announcement. On April 25, 2024, the company signed a loan capitalization agreement with the subscriber. According to this, the company conditionally agreed to distribute and issue to the subscribers and the subscribers conditionally agreed to subscribe for a total of 5.06 billion capitalized shares. The capitalized share was HK$0.05 per share, with a total cost of HK$253 million. The total capitalized price of all capitalized shares payable by the subscriber will be paid by fully capitalizing and offsetting the loan on an equal basis upon completion of the loan capitalization agreement.
The capitalized price of HK$0.05 is approximately 19.05% of the closing price of HK$0.042 per share on the Stock Exchange on April 25, 2024 (the date of the loan capitalization agreement).
On the date of this announcement, Jilin Rongyu, an indirect wholly-owned subsidiary of the Company, owed Guangze Investment Holdings about HK$253 million for the loan. The loan is unsecured, interest-free, and payable on or before February 28, 2025. The loan was provided by Guangze Investment Holdings to Jilin Rongyu to meet the Group's general working capital requirements and was mainly used to repay the Group's bank loans and financial costs. As of the date of this announcement, Mr. Cui (non-executive director and father of Ms. Cui) and Ms. Cui (Mr. Cui's spouse and Ms. Cui's mother) own 75% and 25% of the total issued share capital of Guangze Investment Holdings, respectively.
Loan capitalization is subject to (1) completion of debt restructuring (that is, (a) the debt owed by Jilin Rongyu to Guangze Investment Holdings for the loan is replaced by the company; and (b) Guangze Investment Holdings transfers rights as creditor of the loan to the subscriber); (2) the listing committee approves the listing and trading of capitalized shares; (3) the executive officer grants a clean-up exemption; and (4) independent shareholders pass a resolution at the special shareholders' meeting to approve (a) the loan capitalization agreement and proposed transactions (including special authorization) under the loan capitalization agreement; and (b) the clean-up exemption You can only do it later.
Assuming that there is no change in the total number of issued shares between the date of this announcement and the date of allocation and issuance of capitalized shares, capitalized shares account for about 70.24% of the total number of issued shares on the date of this announcement; and approximately 41.26% of the total number of issued shares expanded through allotted and issued capitalized shares.
According to the loan capitalization agreement, the subscribers will subscribe for a total of 5.06 billion capitalized shares. Assuming that there is no change in the company's issued share capital other than the allocation and issuance of capitalized shares, the total shares in the concerted action group will increase from about 2.23 billion shares (accounting for about 30.95% of the shares issued on the date of the announcement) to 7.29 billion shares (accounting for about 59.45% of the issued shares expanded by allocating and issuing capitalized shares after completion of proposed transactions under the loan capitalization agreement). After completing the capitalization of the loan, the Concerted Action Group shall make a mandatory comprehensive offer for all issued shares (other than those that the Concerted Action Group already owns or has agreed to acquire) in accordance with section 26.1 of the Takeovers Code rules, unless a clean-up exemption is granted by the executive.
The subscriber will apply for a clean-up exemption from the executive in accordance with Exemption Note 1 of section 26 of the Takeovers Code Rules.
Furthermore, the company has applied to the Stock Exchange to resume trading of shares starting at 1:00 p.m. on May 14, 2024.