FINELAND LIVING Services Group Limited has unveiled a two-part capital-raising plan that combines a connected share subscription with an unlisted warrant issue and has called an Extraordinary General Meeting (EGM) for 30 September 2026 to secure shareholder approval.

The proposed transaction centres on the issue of up to 370.00 million new shares at HK$0.14 each, representing 92.50 % of current issued capital and 48.05 % of the enlarged share base. Gross proceeds could reach HK$51.80 million, with net proceeds of about HK$49.50 million earmarked 50 % for settling outstanding trade and related payables, 20 % to refund customer deposits/property management fees, and 30 % for general working capital.

Three investors will participate: • Yoncan Co., Ltd. (Share Subscriber I/Offeror) – up to 247.60 million shares • YSTEM Overseas Limited (Share Subscriber II) – up to 76.20 million shares • Beaming Light Holdings Limited (Share Subscriber III) – up to 46.20 million shares

Because the subscription is available only to these parties, the allotment to Share Subscriber III constitutes a “special deal” under Rule 25 of the Takeovers Code and requires independent shareholder approval and consent from the Securities and Futures Commission’s Executive.

The subscription price matches the pending mandatory general offer price of HK$0.14 per share that will be triggered once the Offeror completes its purchase of 200.04 million shares (50.01 % stake) from existing controlling shareholders. If the full subscription proceeds, the Offeror and its concert parties could control about 75.80 % of the enlarged share capital, while public float is expected to remain at or above the 25 % threshold through possible scale-back mechanics.

Separately, the Company will issue 77.00 million unlisted, three-year warrants to Mattar Hill Development X Limited, a PAG-managed vehicle. Each warrant will be exercisable into one new share at HK$0.50, implying additional potential proceeds of HK$38.50 million if fully exercised. No cash consideration is payable for the warrant grant; it is provided in recognition of the subscriber’s role in arranging the share placement.

Completion of the share subscription is subject to independent shareholder approval, SFC consent for the special deal, completion of the Offeror’s mandatory offer process, and Stock Exchange listing approval for the new shares. Warrant issuance can proceed only after the share subscription is completed and separate shareholder approval is obtained.

FINELAND LIVING cites a need to strengthen a balance sheet that showed negative equity of RMB20.49 million and net current liabilities of RMB61.43 million at 31 December 2025. Directors say the proposed equity injection offers quicker and more viable funding than debt, rights issues or open offers, given the group’s recent losses and high gearing.

Shareholders must submit proxy forms by 10:00 a.m. on 28 September 2026 if unable to attend the EGM in Guangzhou. The meeting will also consider specific mandates to issue the subscription shares and any warrant conversion shares.