Sinofortune Financial Holdings Limited has entered into a connected-transaction agreement with Executive Director and substantial shareholder Wang Jiawei to convert outstanding shareholder loans into equity.
Key Transaction Terms • Size and Pricing: The company will issue 215.50 million new shares at HK$0.10 each, valuing the deal at HK$21.55 million. • Settlement Mechanism: Subscription funds will be satisfied by setting off the entire HK$21.55 million in interest-free loans that Sinofortune Financial owes Wang. • Issue Scale: The Capitalisation Shares equal about 166.90% of the current issued share capital and 62.50% of the enlarged share base. • Pricing Metrics: The issue price represents a 29.10% discount to the HK$0.141 closing price on 15 June 2026 (last trading day before the agreement) and a 32.70% discount to the five-day average price of HK$0.1486. It stands 1,150% above the 31 December 2025 audited net asset value per share of HK$0.008.
Shareholding Impact • Pre-deal: Wang and concert parties hold 29.31% of the 129.15 million shares in issue. • Post-deal: Their stake will rise to 73.51% of 344.65 million shares, making Wang the controlling shareholder, while the public float will decline from 70.69% to 26.49%.
Conditions Precedent Completion requires: 1. Independent Shareholders’ approval of the subscription and specific mandate at an EGM on 10 August 2026. 2. Stock Exchange approval for listing and dealing in the new shares. 3. Receipt of any other necessary regulatory consents.
Financial Rationale Management cites persistent losses—HK$14.65 million in FY 2025, following multi-year deficits—net current liabilities of HK$1.60 million and equity of HK$1.03 million as at 31 December 2025. Capitalising the loans is expected to eliminate all debt to Wang, improve net assets and reduce gearing without using cash, thereby preserving liquidity for working-capital needs amid a challenging vehicle-trading market.
Next Steps The extraordinary general meeting will be held in Hong Kong on 10 August 2026; the register of members closes from 4 to 10 August. If approved, the share issue will proceed within three business days after all conditions are met, with application to the Stock Exchange for listing of the Capitalisation Shares.