DFG Retail (00755) announced that the board of directors intends to propose to the shareholders a recommendation for restructuring the share capital, which involves the following items:

To carry out a stock consolidation, whereby every 100 shares of the existing issued and unissued shares with a par value of HK$0.02 will be consolidated into 1 share with a par value of HK$2.00 per share.

Following the effective date of the stock consolidation, a reduction and subdivision of the share capital will be implemented, as follows: where applicable, cancel any fractional shares in the issued share capital of the Company arising from the stock consolidation in order to round down the total number of shares to whole numbers; cancel the Company's contributed share capital at HK$1.98 per merged share issued, reducing the par value of each issued merged share from HK$2.00 to HK$0.02; each legal but unissued merged share (including legal unissued merged shares resulting from the reduction of share capital) will be subdivided into 100 new shares with a par value of HK$0.02 per share, resulting in the Company's legal share capital remaining at HK$0.4 billion following the share capital restructuring, divided into 20 billion new shares; and after the effective date of the share capital restructuring, the proceeds of approximately HK$0.295 billion generated from the reduction of share capital will be transferred to the Company's premium account, and all amounts will be used to offset accumulated losses.

On December 2, 2024, the Company entered into a subscription agreement with the subscriber, who conditionally agreed to subscribe and the Company conditionally agreed to issue a total of 29.7587 million subscribed shares at a subscription price of HK$1.30 per share, raising net proceeds of approximately HK$37.2 million.

The main purpose of the subscription is to recognize and reward the core senior management team for their past contributions to the Group's recovery and the ongoing efforts made for this purpose. The subscription is also intended to retain and further motivate the core senior management team by aligning their interests with those of the shareholders, ensuring their continued strong commitment to the long-term development and ongoing success of the Group.

Upon the effectiveness of the share capital restructuring, and assuming that there are no other changes in the Company's issued share capital from the date of this announcement until the completion of the subscription, the 29.7587 million subscribed shares represent approximately 20% of the total issued new shares; and following the completion of the subscription and the subsequent distribution and issuance of the subscription shares, the total number of issued new shares after the expansion is approximately 16.67%.