旭辉控股集团发布就重组可能进行的交易

According to the announcement from CIFI HOLD GP (00884), the company plans to restructure by canceling existing debts and relieving all current debt obligors of their debt responsibilities. As a condition of exchange, creditors (excluding sanctioned creditors) can choose one or more options under the plan. These options are designed to meet the different preferences and needs of the creditors while establishing an improved capital structure that is validated by the company's financial model and is capable of repayment.

The restructuring will be conducted in the following ways: for existing convertible bonds, by seeking consent to change the governing law so that the plan can restructure these documents (consent solicitation for existing convertible bonds); for existing perpetual securities, by seeking consent to change the governing law so that the plan can restructure these documents (consent solicitation for existing perpetual securities); and the plan itself.

The consent solicitation for existing convertible bonds and existing perpetual securities was officially approved on June 3, 2025, and the governing law for the existing convertible bonds and existing perpetual securities will change one hour before the effective date of the restructuring.

The plan was approved by the required statutory majority of the plan creditors at the plan meeting on June 3, 2025, and was sanctioned by the court on June 26, 2025 (plan approval order). A stamped copy of the plan approval order was submitted to the Registrar of Companies in Hong Kong on June 27, 2025. The plan became effective on June 27, 2025, in accordance with its terms and is binding on all plan creditors subject to its provisions.

As approximately USD 8.1 billion of existing debt, including USD 6.8 billion of unpaid principal and USD 1.3 billion of accrued unpaid interest, will be canceled, new instruments with a total principal amount of approximately USD 6.7 billion (i.e., the total amount of unpaid offshore debt as of the effective date of the restructuring) will be issued and established, along with approximately USD 9.5 million in cash payments. It is expected that the group's offshore debt will be reduced by approximately USD 1.4 billion on the effective date of the restructuring. Please note that the approximately USD 4.1 billion new instruments to be issued will be mandatory convertible bonds, and as these mandatory convertible bonds convert into shares of the company, the group's offshore debt obligations will continue to decrease. Additionally, the remaining USD 2.6 billion new instruments will be issued in the form of short-term, medium-term, and long-term notes and loan financing, which will reduce the group's offshore debt obligations as the group repays amounts under the respective terms of these notes.

In summary, the restructuring aims to provide the company with a long-term, sustainable capital structure and a strengthened balance sheet, enabling the group to fulfill its debt obligations and liabilities and continue operations; alleviate the liquidity pressures faced by the company and align debt repayment needs with the current financial conditions of the group and the Chinese real estate industry; and create maximum value for all stakeholders (including shareholders) while ensuring their rights are fully protected and treated fairly. After the restructuring, the company intends to repay the remaining offshore debt obligations through sales generated from operations and/or the sale of domestic and foreign assets.

Issuance of Mandatory Convertible Bonds under Special Authorization

The principal amount of the mandatory convertible bonds issued under special authorization is USD 4.075 billion, with an issuance date on the effective date of the restructuring and a maturity date of four years from the benchmark date. The initial conversion price of the mandatory convertible bonds is HKD 1.6 per share, representing a premium of approximately 392.3% over the last closing price of HKD 0.325 per share reported on the Stock Exchange on September 26, 2024 (the last trading day before the signing of the restructuring support agreement) The initial mandatory convertible bond triggers a conversion price of HKD 5.0, which is approximately 1438.5% premium over the last transaction price of HKD 0.325 per share reported on the Stock Exchange on September 26, 2024.

Based on the ordinary conversion price of HKD 1.6 per share for the initial mandatory convertible bond, the maximum number of shares to be issued upon conversion of the mandatory convertible bonds is 19.866 billion shares.

Based on the conversion price of HKD 5.0 per share for the initial mandatory convertible bond, the maximum number of shares to be issued upon conversion of the mandatory convertible bonds is 6.357 billion shares.

Issuance of Mandatory Convertible Bonds to Maofu

On the last feasible date, Maofu (as a related party of the company) is a plan creditor and holds existing notes of USD 3 million from the company. Maofu has chosen to receive Option 2A (i.e., cash payment and mandatory convertible bonds) under the plan and will be issued mandatory convertible bonds with a principal amount of USD 2.939 million on the effective date of the restructuring. These mandatory convertible bonds can be converted into 14.3277 million shares at the ordinary conversion price of the initial mandatory convertible bonds (accounting for 0.14% of the shares issued as of the last feasible date).

Issuance of Mandatory Convertible Bonds to Rain-Mountain

On the last feasible date, Rain-Mountain (as a related party of the company) is a plan creditor and holds existing notes of USD 1 million from the company. Rain-Mountain has chosen to receive Option 2A (i.e., cash payment and mandatory convertible bonds) under the plan and will be issued mandatory convertible bonds with a principal amount of USD 1.0824 million on the effective date of the restructuring. These mandatory convertible bonds can be converted into 5.2767 million shares at the ordinary conversion price of the initial mandatory convertible bonds (accounting for 0.050% of the shares issued as of the last feasible date).

Issuance of Shareholder Loan Conversion Shares Based on Special Authorization

On the last feasible date, the shareholder loan provided by Maofu to Spectron remains unpaid. On October 15, 2025, Maofu, Spectron, and the company will enter into a shareholder loan equity conversion agreement regarding the conversion of the shareholder loan into shares.

The parties agree that Spectron will transfer its rights and obligations under the shareholder loan to the company in a replacement manner. After the transfer, the shareholder loan will be canceled, and Maofu intends to convert the unpaid shareholder loan into shares according to the terms set forth in the shareholder loan equity conversion agreement. After the cancellation of the shareholder loan, but before the issuance of new shares under the shareholder loan equity conversion agreement, it will be recorded as a liability in the company's accounts.

Immediately after Spectron replaces the shareholder loan to the company, and provided that the conversion of the shareholder loan into shares does not trigger any obligation for Maofu or any member of the controlling shareholder group to make a mandatory general offer for all issued shares and other securities of the company (as defined in the Takeovers Code Rule 22 Note 4), the company shall issue new shares to the proposed escrow account and Maofu without any liens, claims, encumbrances, guarantees, mortgages, property burdens, or similar rights in exchange for the cancellation of the shareholder loan, with a conversion price of HKD 0.40 per share (shareholder loan conversion price) The calculation method for converting shareholder loans into shares is the total amount of shareholder loans divided by the conversion price of the shareholder loans. After the full conversion of shareholder loans, 1.315 billion shares will be issued.

Adoption of Share Award Plan

The Board of Directors proposes to adopt a share award plan. Under the share award plan, the company may grant awards in the form of restricted share units, which will vest in shares or cash as determined by the Board of Directors according to the rules of the share award plan. If the award vests in shares, the company will issue new shares.

The purpose of the share award plan is to align the interests of eligible individuals with those of the Group through share ownership, and to encourage and incentivize eligible individuals who have made and will continue to make significant contributions to the company's business and operations, as well as to fulfill the company's obligations under the new documents after the effective date of the restructuring.

Grant of Awards

The Board of Directors has decided to grant a total of 2.441 billion awards to four selected participants, subject to the approval of the share award plan by shareholders at the company's extraordinary general meeting.

Of the 2.441 billion awards, 2.218 billion awards are granted to Mr. Lin Zhong; 95 million awards are granted to Mr. Ru Hailin; 80 million awards are granted to Mr. Yang Xin; and 48 million awards are granted to Mr. Ge Ming.

Proposal to Increase Authorized Share Capital

The Board of Directors proposes to seek shareholder approval at the extraordinary general meeting by ordinary resolution to increase the authorized share capital by an additional 30 billion unissued shares, raising the authorized share capital from HKD 2 billion (divided into 20 billion shares) to HKD 5 billion (divided into 50 billion shares), with such shares enjoying equal status in all respects.

To facilitate the transactions outlined in the circular to be sent in due course, and given that the company's authorized share capital as of the last practicable date is insufficient to cover the new shares to be issued under the aforementioned transactions, as well as to provide greater flexibility for the company to raise funds in the future in line with the Group's subsequent business development, the Board of Directors proposes to increase the authorized share capital. The Board believes that increasing the authorized share capital is in the overall interest of the company and its shareholders