C FIN INT INV unveils 5-for-1 share consolidation, HK$87.77 million placement and HK$12.51 million warrant package

China Financial International Investments Limited (C FIN INT INV, 00721) has issued a circular outlining five key proposals to be voted on at a special general meeting (SGM) scheduled for 29 May 2026.

Key transactions

1. Five-into-one share consolidation • Every five HK$0.01 share will be consolidated into one HK$0.05 share effective 2 June 2026. • Issued share capital will contract from 10.97 billion to 2.19 billion shares; authorised capital remains HK$300 million. • Board lot size stays at 10,000 shares; fractions will be aggregated and sold for the Company’s benefit. • Parallel trading of old and new certificates runs 16 June – 8 July 2026; free exchange of certificates ends 10 July 2026.

2. HK$87.77 million share subscription under specific mandate • Subscriber: Phancy International Ltd, a wholly-owned unit of Phancy Group (HKEX: 6682). • Volume: 2.19 billion existing shares (438.87 million consolidated shares), equal to 16.67% of enlarged share capital. • Price: HK$0.04 per existing share (HK$0.20 per consolidated share), a 31.03% discount to the 7 May 2026 close. • Net proceeds: about HK$87.27 million. • Closing expected by 12 June 2026, subject to shareholder and regulatory approvals.

3. Issue of 2.50 billion unlisted warrants (500.31 million post-consolidation) • Warrants carry a two-year life and an initial exercise price of HK$0.058 per existing share (HK$0.29 per consolidated share), adjustable under standard mechanisms. • Issue price: HK$0.005 per warrant (HK$0.025 post-consolidation). • Subscribers and allocations: – Phancy International Ltd: 1.60 billion warrants (HK$8.01 million issue proceeds; HK$92.89 million potential exercise proceeds). – Mr Huang Shiying (18.23% shareholder): 0.60 billion warrants (HK$3.00 million; HK$34.80 million). – Mr Liu Yongxing (associate of Mr Huang): 0.30 billion warrants (HK$1.50 million; HK$17.40 million). • Aggregate immediate proceeds: HK$12.51 million; additional HK$145.09 million if all warrants are exercised. • Exercise is conditional on each holder (or designated investors) making a “Minimum Investment” in C FIN INT INV before the second anniversary (HK$1.92 million, HK$0.72 million and HK$0.36 million for Subscribers I, II and III respectively), plus compliance with Takeovers Code and 25% public-float requirement.

4. Use of proceeds • First-tranche net proceeds of approximately HK$98.78 million (subscription plus warrant issue) will be deployed 85% to new financial-asset investments and 15% to general working capital. • Second-tranche net proceeds of about HK$145.00 million from full warrant exercise will be applied on the same basis.

5. Governance and approvals • Independent Financial Adviser: Nuada Limited; Independent Board Committee recommends voting in favour. • Warrant Subscriber II and his associates (18.23% shareholding) must abstain from voting on connected-transaction resolutions. • All resolutions will be decided by poll; register closes 26 – 29 May 2026.

Key dates (Hong Kong time) • Last day to transfer shares for SGM: 22 May 2026. • SGM: 29 May 2026. • Consolidation effective: 2 June 2026. • Parallel trading: 16 June – 8 July 2026.

The proposed capital restructuring, fundraising and warrant arrangements aim to broaden the shareholder base, provide up to HK$243.87 million in new capital (combined immediate and potential proceeds) and align the Company with its growth and investment plans. Shareholders will vote on all proposals at the forthcoming SGM.