China National Culture Group Limited (CN Culture Group) has signed four subscription agreements on 28 April 2026 to issue an aggregate 46.80 million unlisted warrants to four independent subscribers.
Key terms • Total warrants: 46.80 million, each exercisable into one new share. • Issue price: HK$0.10 per warrant, generating estimated net proceeds of HK$4.60 million on issuance. • Exercise price: HK$1.20 per share; aggregate consideration (issue price + exercise price) equals HK$1.30 per warrant. • Exercise window: any time within two years after issuance. • Lock-up: subscribers must hold the shares obtained upon exercise for six months. • Transfer: permitted only with company consent and compliance with Listing Rules.
Potential dilution and share structure • Current shares in issue: 234.37 million. • Full exercise would add 46.80 million new shares, expanding the share base to 281.17 million. • Resulting dilution: new shares would represent 19.97% of the pre-issue share capital and 16.64% of the enlarged share capital.
Financial impact and use of proceeds • Net proceeds on warrant issuance: HK$4.60 million, earmarked for general working capital. • Net proceeds on full exercise: HK$60.70 million, of which HK$50.00 million is intended to expand advertising and e-commerce operations, with HK$10.70 million reserved for working capital over the next 12 months.
Subscribers 1. Subscriber A: Mr. Chiau Sing Chi – 16.38 million warrants. 2. Subscriber B: Mr. Wang Peng – 11.70 million warrants. 3. Subscriber C: Bingo Group Holdings Limited – 11.70 million warrants. 4. Subscriber D: Data Hash Group Limited – 7.02 million warrants. All subscribers and their ultimate beneficial owners are independent third parties.
Regulatory framework • Warrants and underlying shares will be issued under a specific mandate to be sought at an extraordinary general meeting. • Aggregate new shares issuable on exercise comply with the 20% cap under Rule 15.02(1) of the Hong Kong Listing Rules. • An application will be filed for listing approval of the warrant shares; the warrants themselves will remain unlisted.
Conditions precedent Completion hinges on shareholder approval, stock exchange listing consent for the new shares, and absence of any material adverse change before the long-stop date of 30 June 2026.
Shareholders and investors are advised that the warrant issue remains subject to these conditions and may not proceed if they are not met.
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