LVGEM CHINA (00095.HK): Enters Restructuring Support Agreement; Winding-up Petition Adjourned to April 2027

NewTimeSpace News: On 5 October 2026, LVGEM (China) Real Estate Investment Company Limited (stock code: 00095) announced that on 30 September 2026 it entered into a restructuring support agreement with certain major creditors (the initial consenting creditors), under which the parties agreed the principal terms of the proposed restructuring and the initial consenting creditors undertook to support its implementation on the terms set out in the restructuring support agreement and the accompanying term sheet.

The announcement disclosed that the Company (as guarantor) and its subsidiary Gemstones International Limited have conducted a consent solicitation in respect of six series of secured commercial notes issued in 2024; the special resolutions for each series were duly passed by the relevant noteholders with support ranging from 95.97% to 100% of the outstanding principal of the relevant series, and the Company is working towards satisfying the remaining implementation conditions. In addition, upon a joint application by the Company, the petitioner and all other creditors on record, the High Court ordered on 30 September 2026 that the hearing of the winding-up petition be further adjourned to 6 April 2027.

The proposed restructuring is intended to be implemented by way of a scheme of arrangement under Part 13 of the Companies Ordinance (Chapter 622) and/or other similar proceedings; a scheme of arrangement requires approval by the relevant class of creditors representing 75% in value of the scheme claims and a majority in number, and is not an insolvency proceeding.

On the term sheet, creditors may elect any one or a combination of three options: Option 1 — exchange of 100% of claim principal into new five-year short-term notes of the Company (principal repayable in scheduled instalments from month 36, accrued unpaid interest converted into shares at five times the 90-day VWAP, and 2% annual interest thereafter payable in shares); Option 2 — exchange of 100% into new ten-year long-term notes issued by Smart City Development Limited (repayable from month 66, 2% annual interest, benefiting from a first-ranking mortgage over the shares of four offshore holding entities and a charge over an offshore debt service account); and Option 3 — full equitisation at three times the 90-day VWAP with all accrued unpaid interest waived. Options 1 and 2 are uncapped, while Option 3 is capped at RMB800,000,000 in aggregate, with any excess scaled back pro rata and automatically reallocated to Option 1; creditors failing to submit a valid election are deemed to have elected Option 3.

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