RISECOMM GP (01679) announced that on May 27, 2026, the company entered into a loan capitalization agreement with GEOS, Haihua, Lianjia, Mr. Ning Jun, and Ms. Guo Lei. The agreement involves issuing approximately 69.817 million capitalization shares to these subscribers at a price of HK$0.46 per share, along with convertible bonds with a principal amount of approximately HK$128 million. These bonds can be converted into a total of about 279 million conversion shares at a price of HK$0.46 per share. Upon completion of the loan capitalization, all liabilities under the subscriber loans will be deemed fully paid, settled, and discharged. The HK$0.46 loan capitalization price represents a discount of approximately 11.54% compared to the closing price of HK$0.52 per share on the Stock Exchange on May 27, 2026.
Separately, after trading hours on May 27, 2026, the company entered into a placement agreement with a placing agent. The agreement entails placing up to approximately 85.8696 million placement shares through the agent at a placing price of HK$0.46 per share. The net proceeds are estimated to be around HK$39 million, which are intended to be used in full to repay the FXQ loan and the CL loan.
As of the date of this announcement, the total accumulated outstanding principal and interest under the subscriber loans amounts to approximately RMB 139.1 million. The company does not possess sufficient financial resources to fully settle this amount. The NJ loan matured in March 2026, while the GL loan, Haihua loan, and GEOS loan are due within one year in September 2026, December 2026, and September 2026, respectively. The company considers it unlikely that it will have sufficient funds to repay these loans in a timely manner.
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