REALWAY CAPITAL(01835): Change of controlling shareholder, offering a cash offer of approximately 39.39% discount and will resume trading on July 2nd.

REALWAY CAPITAL (01835) and the offeror 3G Limited jointly announced that on June 14, 2026, the Company, the offeror, and Mr. Jiang Zhengyao entered into a subscription agreement. The offeror and Mr. Jiang each conditionally agreed to subscribe, while the Company conditionally agreed to issue and allot a total of 130 million H shares and 20 million H shares (totaling 150 million H shares) at a subscription price of HK$0.80 per share, with a total consideration of HK$120 million. The subscription shares to be issued and allotted represent approximately 97.82% of the existing issued share capital as of the date of this announcement, and approximately 42.45% of the enlarged issued share capital following the full issue and allotment of the subscription shares and placing shares. The Board received notice from the seller that on June 14, 2026, the seller (as seller) entered into a share purchase agreement with each of the buyers (Lin Xinzheng; Liu Kun; Tian Yuan; He Xiongsong; Shu Liang; Zheng Bin; Wan Siqi; and Kang Baoguo), whereby the seller conditionally agreed to sell and the buyers conditionally agreed to purchase the sale shares (i.e. 45 million domestic shares) for a total cash consideration of RMB 31.293 million (equivalent to RMB 0.6954 per share or HK$0.80). The sale shares represent approximately 29.35% of the existing issued share capital as of the date of this announcement, and approximately 12.74% of the enlarged issued share capital following the full issue and allotment of the subscription shares and placing shares. In order to meet the public shareholding requirement as stipulated by the Listing Rules, the Company entered into a placing agreement with placing agent on June 14, 2026. The placing agent conditionally agreed to act as the Company's placing agent to place a total of up to 50 million new H shares to not less than six placees at the placing price of HK$0.80 per share. The maximum number of placing shares represents approximately 32.61% of the existing issued share capital as of the date of this announcement, and approximately 14.15% of the enlarged issued share capital following the full issue and allotment of the subscription shares and placing shares. As of the date of this announcement, the offeror and the offeror's concert parties (excluding the seller) do not hold any shares. Upon completion of the share purchase, subscription, and placing arrangements, the offeror and the offeror's concert parties (excluding the seller) will collectively hold 195 million shares (including 130 million H shares held by the offeror, 20 million H shares held by Mr. Jiang, and 45 million domestic shares held by the buyers), representing approximately 55.19% of the enlarged issued share capital following the full issue and allotment of the subscription shares and placing shares, assuming no changes in the issued share capital (excluding changes resulting from the issue and allotment of the subscription shares and placing shares). After completion of the share purchase, subscription, and placing arrangements, the offeror and the offeror's concert parties (including the seller) will collectively hold 265 million shares, representing approximately 75.00% of the enlarged issued share capital following the full issue and allotment of the subscription shares and placing shares, assuming no changes in the issued share capital (excluding changes resulting from the issue and allotment of the subscription shares and placing shares). Pursuant to Rule 26.1 of the Takeover Code, upon completion of the share purchase and subscription arrangements, the offeror must make a mandatory unconditional cash offer for all issued shares (excluding shares held or agreed to be acquired by the offeror and the offeror's concert parties). The mandatory offer price for each H share is HK$0.80 in cash, representing a discount of approximately 39.39% to the closing price of HK$1.320 per H share on the last trading day. The subscription arrangements, together with the proposed transactions under the share purchase agreement, will introduce new shareholders with extensive investment experience and expertise in industrial operations, capital markets, and corporate affairs (particularly in the field of intelligent driving and embodied intelligence). By introducing new shareholders (including the offeror, Mr. Jiang, and the buyers), the Company will have the opportunity to leverage their deep fund management and investment experience, especially in the areas of intelligent driving and embodied intelligence (which includes Mr. Lin Xinzheng, the managing partner of the general partner, who mainly engages in private equity investment, focusing on the new energy and electric vehicle supply chain; artificial intelligence and autonomous driving; and high-end intelligent manufacturing). At the same time, as the new shareholders will have a direct link between their long-term interests and the Company's long-term performance and growth through shareholding, they will be motivated to provide active assistance and valuable advice to the Company's business operations, ensuring continued value creation for the Company's shareholders. The Company believes that the share purchase agreement, subscription agreement, and proposed transactions under the share purchase agreement (as detailed in the Company's announcement dated June 15, 2026) will provide the Company with the opportunity to invest organically in a series of projects in the field of intelligent driving and embedded intelligence, thereby entering the high-growth technology sector of fund management. This will help the Group optimize its investment portfolio structure and seize opportunities in emerging industries supported by national policies. This will also enable the Group to leverage the networks and expertise of the general partner and the eight independent buyers to enhance overall capital operation efficiency, expand revenue sources, and generate higher potential investment returns. The share purchase agreement, subscription agreement, and proposed transactions under the share purchase agreement align with the Group's strategic business strategy of creating new growth opportunities and delivering long-term substantial returns to all shareholders. Furthermore, the Board believes that the placing arrangement, while ensuring compliance with the public shareholding requirement as stipulated by the Listing Rules, also provides an opportunity for the Group to raise additional funds for its business operations and development. The placing arrangement will further expand the Group's shareholder and capital base, providing operational funds to meet any financial needs without incurring additional interest burden in the current market sentiment. As of the date of this announcement, the offeror is fully owned by Mr. Liu Kun. As part of wealth and succession planning, Mr. Liu Kun intends to establish a discretionary trust (family trust) under Jersey law. Upon the establishment and restructuring of the family trust (proposed restructuring), the offeror will be indirectly wholly owned by the trustee of the family trust, Moomoo Trustee (Singapore) Pte. Ltd, of which Mr. Liu Kun is the settlor, an independent third party is the protector, and Ms. Lan Ruobing (Mr. Liu Kun's niece) is the beneficiary. Before the proposed restructuring is completed, Mr. Liu Kun will continue to act as the ultimate controlling shareholder of the offeror. As of the date of this announcement, Mr. Liu Kun is the only director of the offeror. The Company has applied to the Stock Exchange for the resumption of H-share trading on the Stock Exchange from 9:00 am on Thursday, July 2, 2026.