TA YANG GROUP (01991) proposes to implement a share capital restructuring and intends to offer new shares at a ratio of 1 for 2 existing shares.

TA YANG GROUP (01991) has announced that the company proposes to implement a capital restructuring, involving: a reduction in share capital, with a method of canceling and paying up the capital by cancelling existing shares at HK$0.90 per share, resulting in a reduction of the face value of existing shares from HK$1.00 to HK$0.10 per share; a subdivision of shares, meaning that after the capital reduction takes effect, each share with a face value of HK$1.00 will be subdivided into ten shares with a face value of HK$0.10 per share; and the proceeds generated from the capital reduction will be used to offset the accumulated losses of the company as of the effective date of the capital reduction, thereby reducing the company's accumulated losses. Any remaining proceeds (if any) will be transferred to the company's distributable reserve account and can be applied by the company in any manner permitted by applicable laws, the company's constitution and regulations, and as deemed appropriate by the board of directors. After the capital restructuring takes effect, the new shares will be completely identical in all aspects, will have equal status with each other, and will have the rights and privileges as stated in the company's constitution and regulations, subject to their restrictions. The company proposes that after the capital restructuring takes effect, based on the record date, for every one share of new shares held, shareholders will be entitled to subscribe for two rights shares at a subscription price of HK$0.80 per rights share, to raise approximately HK$275 million (net of professional fees and other related expenses) by issuing up to 344 million rights shares to eligible shareholders (assuming no changes in the company's share capital as at the record date or before); or to raise approximately HK$300 million (net of professional fees and other related expenses) by issuing up to 375 million rights shares to eligible shareholders (assuming no changes in the company's share capital as at the record date or before, except for the full conversion of convertible bonds). The subscription price for the rights shares is HK$0.80 per rights share, and shareholders must fully pay for all rights shares when accepting the provisional allotment of rights shares or applying for additional rights shares, or when transferring provisional allotment of rights shares for unpaid shares. Assuming no changes in the number of issued shares as at the record date or before, the rights shares to be issued under the terms of the rights issue would represent: 200.0% of the current issued share capital of the company as of the date of this announcement; and approximately 66.7% of the enlarged issued share capital after the issue and allotment of the rights shares.