China Ecotourism Gains Full Shareholder Support for Capital Reorganisation, 326.67 million New-Share Issue and Whitewash Waiver

Bulletin Express
Jun 25

China Ecotourism Group Limited reported that all six resolutions tabled at its 25 June 2026 special general meeting were passed by poll with overwhelming majorities, clearing the path for a sweeping balance-sheet overhaul and new capital structure.

Strong mandate for restructuring • Ordinary resolutions on the HK$490.00 million creditor scheme (326.67 million new shares at HK$1.50 per share) and the related “special deal” each secured 100% approval from the 27.74 million votes cast. • Special resolutions on capital reorganisation (share consolidation, capital reduction and share sub-division) and share-premium cancellation were endorsed by 99.998% and 100.00% of votes respectively. • Shareholders also approved a lift in authorised share capital (99.998% in favour) and a Whitewash Waiver granting Trinity Eagle and concert parties exemption from a mandatory offer obligation (100% approval).

Capital reorganisation timetable The capital reorganisation becomes effective on 29 June 2026. Existing 154.42 million shares will be converted into 15.44 million “New Shares,” after which dealings in the reduced-denomination shares will commence at 9:00 a.m. the same day. The maximum number of shares issuable under the company’s option scheme will be correspondingly adjusted from 15.44 million to 1.54 million New Shares.

Post-restructuring shareholding snapshot (illustrative) Assuming full conversion of HK$490.00 million admitted claims at HK$1.50 per share, total outstanding shares would rise to 342.11 million New Shares. Key indicative holdings: • Trinity Eagle: 179.14 million shares (52.36%) • Industrial Bank Co., Ltd. (Petitioner): 56.73 million shares (16.58%) • Million Sensible Ltd.: 62.60 million shares (18.30%) • Public shareholders (other): 7.74 million shares (2.26%) The current largest individual shareholder, Ms. Lau Ting, would see her stake diluted from 33.86% to 1.53%.

Regulatory clearances The Executive of the Hong Kong Takeovers Panel granted the Whitewash Waiver and consented to the special deal on 23 June 2026, with both conditions satisfied following the shareholder votes.

Board attendance and vote scrutiny All five directors attended the meeting; Computershare Hong Kong Investor Services acted as vote scrutineer.

Implementation of these resolutions positions China Ecotourism to regularise its capital, settle creditor claims through equity conversion and move forward with a streamlined share base.

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