China Venture Financial News App, Sunway International (00058) and Fuheng Group Limited (Offeror or Subscriber) jointly announced that on September 6, 2024, the company entered into a subscription agreement with the Subscriber, conditionally agreeing to issue and issue subscription shares (a total of 35.92 million shares, equivalent to approximately 20% of the company's issued shares), at a subscription price of HK$0.10 per subscription share. The total amount and net amount of proceeds from the share subscription will be approximately HK$3.6 million and HK$2.6 million, respectively, intended for general operating funds of the group.

On September 6, 2024, the Company entered into a convertible bond subscription agreement with the Subscriber, conditionally agreeing to issue and the Subscriber conditionally agreeing to subscribe for HK$30 million convertible bonds. The subscription price for the convertible bonds will be offset by HK$22.6768 million from the Company's payment to the Subscriber (as a Shareholder), with the remaining HK$7.323 million to be paid by the Subscriber in cash upon completion of the convertible bond.

Based on the preliminary conversion price of HK$0.10 per convertible share, the maximum number of shares for issuance and issuance of convertible shares is limited to 0.3 billion shares, equivalent to approximately 167.04% of the Company's issued share capital as at the date of this joint announcement.

The completion of the share subscription and convertible bond subscription will not be mutual conditions of each other.

As of the date of this joint announcement, the Subscriber (i.e. the Offeror) and its concerted action parties beneficially own 73.6937 million shares (approximately 41.03% of the issued shares as at the date of this joint announcement).

Upon completion of the share subscription, the Subscriber and its concerted action parties will have interests in 0.1096 billion shares (assuming no change in issued shares from the date of this joint announcement to the completion date of the share subscription, equivalent to approximately 50.86% of the Company's total issued share capital after the expansion of issued shares through subscription).

Subject to the completion of the share subscription and in accordance with Rules 26.1 and 13 of the Takeovers Code, the offeror and its concerted parties must make a mandatory unconditional general offer in cash for all relevant securities of the company (other than those already owned by the offeror and its concerted parties) upon completion of the share subscription. The offer price per share is HK$0.10 per share, which represents a premium of approximately 96.08% over the closing price of HK$0.051 per share on September 5. The convertible securities offer price is HK$10,929 in cash for each convertible security note with a face value of HK$1 million.

The offeror is a limited company registered in Hong Kong, China, primarily engaged in investment holding and is the controlling shareholder of the company as of the date of this joint announcement.

In addition, the company has applied to the Stock Exchange for the resumption of trading of its shares on the Stock Exchange from 9:00 am on September 30, 2024.