SPACE GROUP (02448) will implement a share capital restructuring and continue the suspension.

SPACE GROUP (02448) announced that on January 5, 2026, the Company, joint and several liquidators, and investors entered into a restructuring agreement. According to this agreement, the Company will implement a restructuring that involves (including) (i) share capital restructuring; (ii) subscription matters; and (iii) creditor plan. Upon approval by independent shareholders, the Company will implement the share capital restructuring, which includes share consolidation, reduction of share capital, and share split. Under the restructuring agreement, the Company has conditionally agreed to issue and issue, and investors have conditionally agreed to subscribe for a total of approximately 104 million subscription shares at a subscription price of approximately HK$0.30634 per subscription share. Investors will subscribe for approximately HK$32 million subscription shares, which will be paid by capitalizing transaction loans into subscription shares, that is, the actual amount of transaction loans disbursed by investors under the loan financing agreement (estimated to be the entire principal amount of HK32 million) will be used on an equal basis to settle the total subscription price accounted for as fully paid for the capitalization into subscription shares. The total number of subscription shares to be issued and issued under the subscription matters constitutes approximately 90% of the Company's enlarged issued share capital after adjustment for the effects of the share capital restructuring and subscription matters. As of the date of this joint notice, investors have provided the Company with a total principal amount of HK$6.278 million through transaction loans. The entire principal amount of HK$32 million is expected to be disbursed before the completion date of the subscription matters, with the balance to be paid on or before that date. The creditor plan will be implemented so that eligible plan creditors will have the right to receive cash consideration on an equal and proportionate basis in respect of their admitted plan claims, and, if applicable, to receive the net proceeds of transferred plan claims or realized proceeds on an equal and proportionate basis. Once the creditor plan has been approved by the creditors, independent shareholders, the Hong Kong court, and relevant regulatory authorities, plan creditors with all plan claims as of the liquidation order date (i.e. July 15, 2024) will have a full settlement, release, and discharge. As of the date of this joint notice, the existing shares are traded on the Stock Exchange in lots of 2,500 shares. It is proposed that after the share consolidation comes into effect, and subject to this condition, the trading unit on the Stock Exchange will be changed from 2,500 existing shares to 2,000 consolidated shares. This change in trading unit will take effect on the effective date of the share capital restructuring. On October 16, 2025, the Company (as the borrower), joint and several liquidators, and investors (as the lenders) entered into a loan financing agreement. Under this agreement, investors will provide a transaction loan of HK$32 million to facilitate the implementation of the restructuring. The transaction loan is interest-free and must be repaid upon request by the investors, with a repayment date no earlier than January 31, 2026 (or any other date agreed upon by the parties). Upon the issuance of the liquidation order against the Company on July 15, 2024, the powers of all directors were immediately terminated, and there are currently no directors involved in any matters of the Company. As an independent director committee could not be formed to provide a recommendation to independent shareholders on voting in favor of resolutions at the special general meeting to approve the restructuring agreement and proposed transactions (including share capital restructuring, subscription matters (including granting special authorization), placement matters, creditor plan, whitewash waiver, and special transactions), an independent financial adviser has been appointed to provide advice to independent shareholders in accordance with the Takeovers Code. Furthermore, trading of shares was suspended on the Stock Exchange from 11:17 am on July 15, 2024, and will continue to be suspended until further notice.