FIRST CAP GP(01269) recommends debt restructuring

FIRST CAP GP (01269) announced that after the trading session on January 2, 2026, the company signed a restructuring support agreement with initial participating creditors, whereby they have agreed (including) to support and promote the restructuring and proposed plan. The proposed restructuring of existing debts is intended to be implemented through a scheme of arrangement under Hong Kong law. Each scheme creditor can choose one of the following cash repayment options: Option 1: Paying 1.5% of the outstanding principal amount and accumulated interest of the scheme creditor's claim, in five (5) equal installments over five (5) years; or Option 2: Paying 1.0% of the outstanding principal amount and accumulated interest of the scheme creditor's claim, in a lump sum within ninety (90) days after the effective date of the restructuring or within thirty (30) days after the scheme creditor's claim is determined (whichever is later). In addition to the cash repayment, each scheme creditor will receive new shares in the company, the number of which will be equivalent to the total outstanding principal amount and accumulated interest of the scheme creditor's claim up to the effective date of the restructuring (excluding the cash repayment amount), divided by the issue price. The new shares issued to scheme creditors will be subject to lock-up restrictions. Before issuing new shares under the proposed plan, the company will implement a capital restructuring, including share consolidation and/or change in par value. The capital restructuring will require approval from the company's shareholders and the Stock Exchange of Hong Kong, and must be implemented on or before the effective date of the restructuring. After the cash payment and issuance of new shares under the restructuring support agreement, all scheme creditors' claims will be considered settled, paid, and discharged, and scheme creditors will no longer make any claims against the company or any member of the group regarding their claims. All documents regulating and proving the scheme creditors' claims will be cancelled and rendered invalid. During the put option period from the fifth (5th) anniversary of the effective date of the restructuring to the eighth (8th) anniversary of the effective date of the restructuring, under applicable laws and regulations, scheme creditors will have the right (but not the obligation) to request investors to purchase up to ten percent (10%) of the new shares issued to scheme creditors at the issue price or to request the company to repurchase up to ten percent (10%) of the new shares issued to scheme creditors at the issue price. During the call option period from the effective date of the restructuring to the third (3rd) anniversary of the effective date of the restructuring, under applicable laws and regulations, investors will have the right (but not the obligation) to request scheme creditors to sell up to ten percent (10%) of the new shares issued to scheme creditors at a price equal to the issue price plus an annual return of five percent (5%) to the investors, or the company will have the right (but not the obligation) to repurchase up to ten percent (10%) of the new shares issued to scheme creditors at a price equal to the issue price plus an annual return of five percent (5%). As part of the proposed restructuring, investors will inject high-quality assets and businesses into the group to improve its financial condition. Upon completion of the proposed restructuring, the company will directly or indirectly acquire the issued shares or assets of the target company, or establish a joint venture with the target company.