GREEN BROAD (01253.HK): To Issue 595.09 Million Swap Shares to Settle Debt, Cut Offshore Debt by About 52%

NewTimeSpace News: On 21 September 2026, China Green Broad Ecological Technology Company Limited (stock code: 01253) and Greenland Financial Overseas Investment Group Co., Ltd. published a joint announcement. On 21 September 2026 (after trading hours), the Company entered into a share swap agreement with Greenland Financial, pursuant to which the Company agreed to allot and issue 595,087,758 swap shares at an issue price of HKD 0.26 per swap share in full settlement of all outstanding indebtedness owed by the Company to Greenland Financial; as at 31 May 2026, such outstanding indebtedness (including accrued interest) amounted to approximately HKD 154,722,817.

The swap shares represent approximately 98.51% of the Company's total issued shares as at the date of the joint announcement and approximately 49.62% of the enlarged total issued shares following the allotment and issue of the swap shares. The Board said the share swap agreement is intended to reduce the Company's overall offshore debt level by approximately 52%. Save for the outstanding indebtedness and approximately RMB 81 million of interest-free financial assistance provided by Greenland with no fixed repayment schedule, the Company has no other debts or liabilities owed to Greenland or any of its subsidiaries.

As at the date of the joint announcement, Greenland Financial beneficially owned 297,032,104 shares, representing approximately 49.17% of the Company's total issued share capital, and is the Company's controlling shareholder and a connected person; the share swap agreement therefore constitutes a non-exempt connected transaction subject to announcement, reporting and independent shareholders' approval requirements. Upon completion of the share swap, the interest of Greenland Financial and its parties acting in concert will increase from approximately 49.17% to approximately 74.39%, triggering an obligation to make a mandatory general offer under Rule 26.1 of the Takeovers Code unless a whitewash waiver is granted by the Executive.

The whitewash waiver is conditional upon approval by at least 75% of the independent shareholders and by more than 50% of the independent shareholders by way of poll at the extraordinary general meeting. The Board also proposes to increase the Company's authorised share capital from HKD 200,000,000 (divided into 800,000,000 shares) to HKD 300,000,000 (divided into 1,200,000,000 shares) by creating 400,000,000 new shares. The Company is principally engaged in landscape and horticultural services, hydropower station operation and maintenance services, and property management and property operation services in the PRC.

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