Pan Asia Data Holdings (01561) announced that on September 9, 2026, the company entered into a memorandum of understanding with Power Circles regarding a proposed restructuring of the group. The proposed restructuring will include, among other things, a share consolidation, a subscription, a debt restructuring through a creditor scheme, a change in board lot size, and termination of the share option scheme.

Subsequently, the company, Power Circles, and the investor entered into a supplementary memorandum of understanding dated October 5, 2026, to amend the terms of the memorandum of understanding, including the subscription shares, the subscription price, the identity of the investor, and the payment terms of the loan. As of the date of this announcement, the investor does not hold any interest in any existing shares.

The subscription involves the subscription of 212 million consolidated shares at a subscription price of HK$0.37736 per subscription share, and the company and the investor must enter into a subscription agreement on or before December 31, 2026, or such later date as agreed by both parties. Immediately following the completion of the issuance of the subscription shares, the investor and its concert parties will hold an interest in 212 million consolidated shares, and the shareholding percentage of the investor and its concert parties in the company will increase to approximately 66.55% (assuming no other changes in the company's issued share capital).

The subscription price of HK$0.37736 per subscription share represents a discount of approximately 37.11% to the theoretical closing price of HK$0.60 per consolidated share as quoted on the Stock Exchange on the last trading day (adjusted for the effect of the share consolidation).

The company has applied to the Stock Exchange for the resumption of trading of its shares on the Stock Exchange with effect from 9:00 a.m. on October 6, 2026.