RISECOMM Group Holdings Limited has finalised its connected-transaction restructuring, converting shareholder loans into equity and debt instruments while simultaneously allowing a planned placing of new shares to lapse.
Completion of Loan Capitalisation • On 30 September 2026 all conditions for the two Loan Capitalisation Agreements were met. • The company allotted 69.82 million Capitalisation Shares at HK$0.46 per share and issued convertible bonds (the “Bonds”) with an aggregate principal of HK$128.46 million to the subscribing creditors. • Based on the initial conversion price of HK$0.46, the Bonds are convertible into up to 279.27 million new shares under a shareholder-approved specific mandate. • The share issue represents 24.44% of RISECOMM’s enlarged share capital, which now totals 285.63 million shares. As the transaction settled existing loans by set-off, the company received no cash proceeds.
Post-Deal Shareholding Structure • Total issued shares increased from 215.81 million to 285.63 million. • Aggregate non-public ownership rose to 53.54% from 50.57%, reflecting new holdings by Linker (18.42% of the company) and incremental stakes by Mr. Ning (3.57%) and Ms. Guo (2.06%). • Former substantial shareholder XinDaXin’s 22.34 million shares are now classified as public, lifting public float to 46.46%.
Placing Agreement Lapsed The contemplated placing of new shares under a separate specific mandate did not proceed, as its conditions were unmet by the 30 September 2026 long-stop date. All rights and obligations under the placing agreement have been terminated with no outstanding liabilities for either party. Management expects no immediate material adverse impact from the lapse.
Balance-Sheet Effect Following the loan capitalisation, total liabilities fall to about RMB192.70 million, with current liabilities trimmed to roughly RMB103.20 million. Remaining near-term obligations comprise the FXQ Loan, the CL Loan and bank borrowings, amounting to approximately RMB36.90 million. The liability component of the newly issued Bonds adds around RMB79.40 million to long-term liabilities. The board will continue exploring options—including potential rescheduling discussions with lenders—to address the outstanding FXQ and CL Loans.
Corporate Governance RISECOMM’s board currently consists of two executive directors (Mr. Tsang Wah Tak Brian and Ms. Ye Bailing), two non-executive directors (Ms. Guo Lei and Mr. Yu Lu) and three independent non-executive directors (Mr. Victor Yang, Ms. Lo Wan Man, and Mr. Lam Yuet Ping).
This series of actions concludes the company’s immediate balance-sheet rationalisation while preserving operational stability, according to the board’s statement.
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