According to the Zhitong Finance App, Li Jiande Group (08455) issued an announcement. The board of directors recommended the implementation of the share capital restructuring, which includes the following items:
(1) Proposed share consolidation
The basis for share consolidation is the consolidation of issued and unissued existing shares with a face value of HK$0.01 per 20 shares into a consolidated share with a face value of HK$0.20 per share.
(2) Proposed share capital reduction and breakdown
Following the share merger, share capital reduction and refinement will be implemented as follows: (i) the share capital reduction, according to which (a) any fragmented consolidated shares of the Company's issued share capital resulting from the share merger will be collected and sold (if possible) the benefits will be transferred to the Company; and (b) the face value of each issued consolidated share will be reduced from HK$0.20 to HK$0.01 by cancelling the paid-up share capital of HK$0.19 for each issued consolidated share, so that after the relevant reduction, each issued consolidated share will become one side of each consolidated share Adjusted shares worth HK$0.01;
(ii) The proceeds from the share capital reduction will be used to offset the Company's cumulative losses on the effective date of the share capital reduction, thereby reducing the Company's cumulative losses. The balance received (if any) will be transferred to the Company's distributable reserve account and applied in accordance with all applicable laws and the Company's Memorandum and Rules of Association and for purposes deemed appropriate by the Board of Directors; and
(iii) Following the entry into force of the share capital reduction, each authorized but unissued consolidated share will be split into 20 statutory but unissued adjusted shares with a face value of HK$0.01 per share.
As of the date of this announcement, 960 million existing shares have been issued and fully paid or recorded as fully paid. Assuming that there are no further issues or repurchases of existing shares from the date of this announcement until the effective date of the capital restructuring (including that date), the Company's authorized share capital will be HK$20 million, divided into 2 billion adjusted shares with a face value of HK$0.01 per share. Of these, 48 million adjusted shares will be issued and paid up or recorded as fully paid up.
The Board of Directors announced that after the share capital restructuring takes effect, the trading unit for each lot of existing shares traded on the Stock Exchange will be changed from 10,000 existing shares to 5,000 adjusted shares. After the change in the trading unit of each lot takes effect, shareholders can submit each lot of 10,000 existing shares to the Stock Transfer Registry in exchange for 5,000 new shares per lot of adjusted shares. The costs are borne by the Company.
The Board recommended increasing the authorized share capital of the Company from HK$20 million (divided into adjusted shares with a face value of HK$0.01 per share) to HK$200 million (divided into 20 billion adjusted shares with a face value of HK$0.01 per share) by adding an additional 18 billion unissued adjusted shares with a face value of HK$0.01 per share after (including) the share capital restructuring and changes in each lot trading unit take effect.
The Board recommended that, after (including) the share capital restructuring and increase in authorized share capital come into effect, the total amount of proceeds raised is approximately HK$32.6 million (before expenditure) on the basis of receiving two (2) offered shares for each adjusted share held on the record date, at a subscription price of HK$0.34 per share (after the share capital restructuring takes effect) to supply up to 96 million shares to eligible shareholders (after the share capital restructuring comes into effect) (after the share capital restructuring comes into effect). No other changes).
Assuming full subscription, it is estimated that the net proceeds (after deducting costs and expenses related to the share offering) would be approximately HK$31 million (assuming that the Company did not issue any further new shares or repurchase shares on or before the record date). The Company intends to use the net proceeds from the share offering (i) of approximately HK$26.7 million to cover employee costs and directors' remuneration for the next 24 months; and (ii) approximately HK$4.3 million to cover (a) professional expenses (including listing expenses, auditors' fees and legal fees) and (b) other office-related expenses for the next 24 months.
On October 7, 2026 (after the trading period), the Company entered into a placement agreement with the placing agent. According to this, the placement agent agreed to induce the undertaker to subscribe for unsubscribed shares and the excluded shareholders to not sell the shares offered on a best-effort basis.