C SUCCESS FIN plans to subscribe for exchangeable bonds with a principal amount of USD 4 million

According to the announcement from China Financial Development (03623), on May 2, 2025, the company (as the subscriber) entered into a subscription agreement with the seller (as the issuer) for the subscription of exchangeable bonds with a principal amount of USD 4 million. The consideration of USD 4 million for the subscription agreement shall be paid in the following manner: (1) USD 1 million in cash shall be paid upon completion of the placement; and (2) the company shall issue and allot 33.428 million consideration shares to the seller (or its nominee) at an issue price of HKD 0.7 per share upon completion. The consideration shares will be issued and allotted under the general mandate and will have the same rights as the issued shares. The consideration shares represent approximately 6.05% of the company's issued share capital as of the date of this announcement, and approximately 5.71% of the company's issued share capital after the issuance and allotment of the consideration shares (assuming no other changes in the company's issued share capital). Assuming the subscriber fully exercises the exchangeable bonds at the highest valuation, the exchangeable bonds will be exchanged for 1% of the total issued share capital of the target company. On May 2, 2025 (after trading hours), the company entered into a placement agreement with the placing agent, and the company conditionally agreed to place up to 77 million placement shares at a placing price of HKD 0.7 per share to no less than six placees (who are individuals, institutions, or professional investors), all of whom and their ultimate beneficial owners are independent third parties. The placement shares will be issued and allotted under the general mandate. Assuming there is no change in the number of issued shares from the date of this announcement until the completion of the placement, the maximum number of placement shares of 77 million represents approximately 13.94% of the issued shares as of the date of this announcement; and approximately 12.23% of the issued shares after the issuance and allotment of the placement shares. The placing price of HKD 0.7 per placement share represents a discount of approximately 18.60% to the closing price of HKD 0.86 per share reported on the Stock Exchange on the date of the placement agreement. Assuming all placement shares are fully placed, the estimated total amount raised from the placement and the net proceeds (after deducting placement commissions and other related expenses and professional fees) will be approximately HKD 53.9 million and approximately HKD 53.36 million, respectively. The company intends to use the net proceeds from the placement for the following purposes: approximately HKD 7.8 million for the cash consideration of the subscription; approximately HKD 35.56 million for repaying existing loans and outstanding amounts of the group; and approximately HKD 10 million for general working capital of the group