SKYFAME REALTY (00059) and the joint and several provisional liquidators entered into a restructuring agreement with Lion Wealth.

SKYFAME REALTY (00059) announced that on November 4, 2026, the Company and the joint and several provisional liquidators entered into a restructuring agreement with Lion Wealth, pursuant to which the Company will implement the restructuring plan, involving (among other things) the capital reorganization; the subscription; the acquisition; and the creditors' scheme. The Company shall implement the capital reorganization with the approval of independent shareholders, involving: share consolidation; capital reduction; and share subdivision. Pursuant to the restructuring agreement, the Company shall allot and issue, and Lion Wealth shall subscribe for, a total of 211,158,277 subscription shares at an aggregate consideration of HK$50 million, and the subscription price is approximately equal to and not more than HK$0.2368 per subscription share. Lion Wealth shall subscribe for the subscription shares at HK$50 million, of which part shall be paid to the Company in cash upon completion of the subscription in the amount of HK$24 million, and the other part shall be paid by way of capitalization on a dollar-for-dollar basis of the transaction loan of HK$23 million, which has been advanced and will be advanced before the resumption date, and the exclusive consideration of HK$3 million. The total number of subscription shares to be allotted and issued under the subscription represents approximately 75.00% of the enlarged issued share capital of the Company immediately after the capital reorganization, completion of the subscription and the allotment and issue of the scheme shares. The subscription shares will be allotted and issued under a specific mandate to be obtained from independent shareholders at an extraordinary general meeting. On October 13, 2026, Lion Wealth, Tianyu Services (a wholly-owned subsidiary of the Company), Guangzhou Yuchuang (an indirectly non-wholly-owned subsidiary of the Company), Guangzhou Tianyu (an indirectly non-wholly-owned subsidiary of the Company), Guangzhou Yingkang and Guangzhou Longyue entered into a cooperation agreement, pursuant to which Guangzhou Yingkang conditionally agreed to execute a deed of release to release the share charges over 99% of the equity interest in Guangzhou Yuchuang and 100% of the equity interest in Guangzhou Tianyu, and to release the guarantee agreement entered into between Guangzhou Yuchuang and Guangzhou Tianyu (as guarantor), and in exchange, Lion Wealth will pay HK$7 million, or direct the Company to allot and issue to Guangzhou Yingkang (or its nominee) part of the subscription shares (being 11,261,774 new shares, representing approximately 4.00% of the enlarged issued share capital of the Company immediately after the capital reorganization, completion of the subscription and the allotment and issue of the scheme shares) within 5 business days from the resumption date. In addition, pursuant to the cooperation agreement, Guangzhou Longyue conditionally agreed to sell 1% of the equity interest in Guangzhou Yuchuang to Tianyu Services, Lion Wealth or the nominee of Lion Wealth at a consideration of RMB2.02 million (equivalent to approximately HK$2.21 million). Pursuant to the restructuring agreement, Lion Wealth undertakes to nominate Tianyu Services or a company to be newly incorporated or established and which is also a member of the remaining group as the purchaser. Pursuant to the creditors' scheme, (a) the Company shall transfer to the scheme company the entire issued share capital of Tianyu Investment Management Limited and Tianyu Consulting Services Limited (being two of the deconsolidated subsidiaries) at par value; (b) the Company and Lion Wealth shall undertake to transfer or procure the transfer to a company to be established in China the transferred companies (which, other than Tianyu Investment Management Limited and Tianyu Consulting Services Limited, are all non-wholly-owned subsidiaries of the Company as at the date of this joint announcement) in accordance with the instructions of the scheme administrator; (c) the Company and Lion Wealth shall undertake that, if any investor is identified to acquire the dissolved companies, they shall use reasonable endeavors to restore the dissolved companies to operation at the expense of the relevant investor, and transfer the dissolved companies and the relevant net proceeds that may be realized from the sale of the dissolved companies in accordance with the instructions of the scheme administrator; (d) the Company and the investor shall transfer and procure the transfer of the transferred claims to the scheme company (and/or such entities as the scheme administrator may designate); and (e) the Company, Lion Wealth and the scheme company shall procure the deconsolidated subsidiaries and the transferred companies to execute deeds of assignment, novation, waiver and/or set-off such that no member of the remaining group will owe any amount to the deconsolidated subsidiaries and the transferred companies. All net proceeds (if any) realized from the transferred companies, the dissolved companies and/or the transferred claims (after deducting payment of the scheme costs) will be distributed to the scheme creditors with admitted scheme claims. Pursuant to the creditors' scheme, the scheme creditors with admitted scheme claims will be entitled to share pari passu in 42,231,656 scheme shares; and to share pari passu in (if any) the net proceeds realized from the transferred companies, the dissolved companies and/or the transferred claims (after deducting payment of the scheme costs) in respect of their respective admitted scheme claims. Scheme creditors with admitted scheme claims may elect to receive the scheme shares by way of the equity option; or to receive the gross proceeds from the placing of the scheme shares by way of the cash option. For scheme creditors with admitted scheme claims who elect the cash option, the scheme company (for the benefit of the scheme creditors (other than those electing the equity option)) shall instruct the placing agent to place the scheme shares on behalf of the relevant scheme creditors during the placing period at a placing price of HK$0.7104 per scheme share. The placing agent will underwrite any scheme shares that are not successfully placed. The scheme company will pay the gross proceeds from the placing of the scheme shares to the scheme creditors with admitted scheme claims upon completion of the placing, in full satisfaction of their rights to such scheme shares.