STARCOIN GROUP (00399) has entered into a memorandum of understanding with Marvel Nice Limited for the possible subscription of the company's shares.

STARCOIN GROUP (00399) announced that on March 27, 2026, Marvel Nice Limited (the potential subscriber) and EXTRAWELL PHAR Holdings Limited (Superior) entered into a memorandum of understanding. According to this, the subscriber intends to acquire the total principal amount of HK$715 million convertible bonds issued by Superior on July 12, 2023, as revised and reissued in the third revised and restated offering documents. Upon completion of the potential acquisition, the potential subscriber will become the bondholder. The board of directors of the company is pleased to announce that on March 28, 2026, the company entered into a memorandum of understanding with the potential subscriber regarding the potential subscription of the company's shares by the potential subscriber. According to the terms of the memorandum of understanding, the potential subscriber will subscribe for and the company will issue a certain number of shares, with the subscription price initially set at no less than HK$1, subject to certain conditions and formal agreement signing before it can be realized. The subscription price will be paid by the potential subscriber by offsetting the total principal amount and interest of the outstanding bonds. The parties to the agreement will negotiate in good faith to ensure that a formal agreement on the potential subscription will be reached as soon as possible and in any case no later than June 30, 2026, or a later date that may be mutually agreed upon in writing. Apart from certain provisions, including exclusive and confidentiality clauses that are binding on the parties, the memorandum of understanding is not legally binding. The board believes that the potential subscription will provide an opportunity for the group to significantly reduce its debt and enhance the financial position of the group. Additionally, the potential subscription will introduce a new strategic shareholder to the company who may bring new business development opportunities to the group in the future. Considering the company's efforts to identify opportunities to diversify risks and broaden the group's sources of income, the board believes that the potential subscription will increase cash reserves for the group's continued growth. Furthermore, the board believes that the potential subscription will expand the company's shareholder and capital base, and provide an appropriate method of raising funds for the company and shareholders' overall interests.