FANTASIA Gets 100% Support for Debt-Equity Swap, USD1.94 bn Note Issuance and HK$3.00 bn Share-Capital Expansion

Bulletin Express
May 15

Fantasia Holdings Group Co., Limited (FANTASIA) announced that all eight ordinary resolutions tabled at the 15 May 2026 extraordinary general meeting (EGM) were approved by poll with 100% of the votes cast in favour.

Key resolutions and scale of the transaction package

1. Equity to creditors • 5.14 billion new shares will be issued to scheme creditors at HK$1.52 per share, converting approximately HK$7.82 billion of debt into equity. • 1.54 billion scheme-fee shares will be issued at HK$0.10 per share. • 4.38 billion capitalisation shares will be issued at HK$0.30 per share.

2. New debt instruments • Mandatory Convertible Bonds (MCB): USD501.18 million, convertible at HK$1.52 per share. • Short-Term Notes (STN): USD632.47 million. • Long-Term Notes (LTN): USD809.60 million.

3. Capital structure changes • Authorised share capital will rise from HK$0.80 billion (8.00 billion shares) to HK$3.00 billion (30.00 billion shares), creating 22.00 billion additional shares. • A 5-into-1 share consolidation will convert every five existing shares of HK$0.10 par value into one consolidated share of HK$0.50. Post-consolidation, authorised capital remains at HK$3.00 billion, now divided into 6.00 billion consolidated shares.

Voting details

• Resolutions 1-7: 1.32 billion shares voted (100% for, 0 against). • Resolution 8: 4.64 billion shares voted (100% for, 0 against). • Controlling shareholders—Ms. Zeng, Ice Apex Limited and Fantasy Pearl International Limited—abstained from Resolutions 1-7, cutting the voting base on those items to 2.46 billion shares, or 42.59% of the issued share capital. • Total issued shares on the EGM date: 5.77 billion.

Corporate governance

The meeting was chaired by Executive Director Mr Lin Zhifeng. Computershare Hong Kong Investor Services Limited acted as scrutineer.

The approvals clear the way for FANTASIA to complete its court-sanctioned restructuring, combining a large-scale debt-equity swap, new note issuances and a streamlined share structure.

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