C SUCCESS FIN (03623) intends to subscribe for $4 million convertible bonds.

C SUCCESS FIN (03623) announces that on May 2, 2025, the company (as the subscriber) entered into a subscription agreement with the seller (as the issuer) regarding the subscription of $4 million convertible bonds. The consideration of $4 million under the subscription agreement shall be paid as follows: (1) $1 million in cash to be paid upon completion of the placement; and (2) the company shall issue and allot 33.428 million ordinary shares at a price of $0.7 per share to the seller (or its nominee) upon completion. The shares will be issued under the general mandate and shall have the same rights as the existing shares. The new shares will represent approximately 6.05% of the company's issued share capital as of the announcement date, and approximately 5.71% of the enlarged issued share capital assuming full exercise of the convertible bonds. Assuming full conversion of the convertible bonds at the highest valuation, the convertible bonds will be converted into 1% of the target company's total issued share capital. On May 2, 2025 (after trading hours), the company entered into a placement agreement with the placing agent, agreeing to place up to 77 million shares at a price of $0.7 per share to not less than six placees (individuals, institutions, or professional investors) on a best efforts basis, with each placee and ultimate beneficial owner being independent third parties. The shares will be issued under the general mandate. Assuming no changes in the number of issued shares from the announcement date to the completion of the placement, the maximum 77 million shares to be placed under the placement represent approximately 13.94% of the issued share capital as of the announcement date, and approximately 12.23% of the enlarged issued share capital after the placement. The placement price of $0.7 per share represents a discount of approximately 18.60% compared to the closing market price of $0.86 per share reported on the Stock Exchange on the date of the subscription agreement. If all placed shares are fully subscribed, the estimated total proceeds and net proceeds (after deduction of placement commission and other related expenses and professional fees) from the placement are approximately HK$53.9 million and HK$53.36 million respectively. The company intends to use the net proceeds from the placement for the following purposes: approximately HK$7.8 million for the cash consideration for the subscription; approximately HK$35.56 million for the repayment of existing loans and outstanding amounts; and approximately HK$10 million for general working capital of the group.