Risecomm Group (01679) Issues a Total of 69.817 Million Capitalization Shares

Risecomm Group (01679) has announced that all conditions precedent under the loan capitalization agreement have been fulfilled, and the loan capitalization was completed on September 30, 2026.

Following the completion of the loan capitalization, the company allotted and issued a total of 69.817 million capitalization shares to the subscriber at HK$0.46 per capitalization share, and issued to the subscriber the bonds with an aggregate principal amount of HK$128 million.

Based on the initial conversion price of HK$0.46 per conversion share, the bonds can be converted into a maximum of 279 million conversion shares, which may be allotted and issued by the subscriber upon conversion pursuant to the special mandate granted by the independent shareholders at the extraordinary general meeting held on September 17, 2026.

As at the date of this announcement, the capitalization shares represent approximately 24.44% of the total number of issued shares as enlarged by the allotment and issuance of the capitalization shares.

As the capitalization shares and the bonds are issued to settle the subscriber loan by way of offsetting the loan owed by the company to the subscriber, the completion of the loan capitalization did not generate any cash proceeds (or any other form of proceeds, except for the offset of the loan).

As the conditions precedent under the placing agreement were not fulfilled on or before the final placing deadline, namely September 30, 2026, the board announced that the placing agreement has lapsed.

All rights, obligations and liabilities of the company and the placing agent under the placing agreement in respect of the placing have been terminated and come to an end, and neither party may make any claim against the other in respect of the placing, save for any antecedent breach.

The board considers that the lapse of the placing agreement will not have any immediate material adverse impact on the current operations and financial position of the group.

Following the completion of the loan capitalization, the total liabilities and current liabilities of the group will decrease to approximately RMB192.7 million and RMB103.2 million, respectively.

The remaining liabilities mainly comprise the FXQ loan, the CL loan and bank borrowings, namely total current liabilities of approximately RMB36.9 million and long-term liabilities of approximately RMB79.4 million related to the bonds (liability portion).