Tianyu Real Estate (00059) and joint and individual provisional liquidators enter into a restructuring agreement with Lion Wealth

According to Zhitong Finance App, Tianyu Real Estate (00059) issued an announcement. On November 4, 2026, the Company and various temporary liquidators entered into a restructuring agreement with Lion Wealth. The Company will implement a restructuring plan involving (including) share capital restructuring; subscription matters; acquisition matters; and creditor plans.

The Company shall carry out a share capital restructuring with the approval of independent shareholders, involving: share consolidation; share capital reduction; and share division.

According to the restructuring agreement, the Company is required to allocate and issue, and Lion Wealth must subscribe for a total of 211,158,277 subscribed shares at a total cost of HK$50 million, and the subscription price is approximately equal to and not exceed HK$0.2368 per subscription share.

Lion Wealth is required to subscribe for shares at HK$50 million, some of which must be paid HK$24 million to the Company in cash upon completion of the subscription, and the other part is to be paid through a transaction loan of HK$23 million and an exclusive consideration of HK$3 million on an equal basis before the date of resumption of trading. The total number of subscribed shares allotted and issued in accordance with the subscription matters accounts for approximately 75.00% of the Company's expanded issued share capital following capital restructuring, completion of subscription matters, and allocation and issuance of planned shares.

The subscribed shares will be allotted and issued in accordance with specific authorizations to be approved by independent shareholders at the special shareholders' meeting.

On October 13, 2026, Lion Wealth, Tianyu Service (a wholly-owned subsidiary of the Company), Guangzhou Tianyu (an indirect non-wholly-owned subsidiary of the Company), Guangzhou Yingkang and Guangzhou Longyue entered into a cooperation agreement. According to this, Guangzhou Yingkang conditionally agreed to sign a cancellation agreement to release the share charges on 99% of Guangzhou Yuchuang's shares and 100% of Guangzhou Tianyu's shares, and to cancel the guarantee agreement between Guangzhou Chuangyu and Guangzhou Tianyu (as a guarantor). In exchange, Lion Wealth will Pay HK$7 million, or direct the Company to allocate and issue part of the subscribed shares (11,261,774 new shares) to Guangzhou Yingkang (or its surrogate) within 5 business days from the date of resumption of trading (11,261,774 new shares, which is equivalent to approximately 4.00% of the Company's expanded issued share capital immediately following the completion of the share capital restructuring, completion of subscription matters, and allocation and issuance of planned shares).

Furthermore, according to the cooperation agreement, Guangzhou Longyue conditionally agreed to sell 1% of Guangzhou Yuchuang's shares to Tianyu Service, Lion Wealth, or a representative of Lion Wealth at a cost of RMB 2.02 million (equivalent to approximately HK$2.21 million). Under the restructuring agreement, Lion Wealth promised to nominate Tianyu Services or a company that will be newly registered or established and is also a remaining group member company as a buyer.

According to the creditor plan, (a) the Company must transfer all of the issued share capital of Tianyu Investment Management Co., Ltd. and Tianyu Consulting Services Limited (that is, two of which have cancelled consolidated accounting subsidiaries) to the plan company at face value; (b) the Company and Lion Wealth must commit to transfer or facilitate the transfer of the transferred company to a company to be established in China in accordance with the instructions of the plan manager (with the exception of Tianyu Investment Management Co., Ltd. and Tianyu Consulting Service Co., Ltd., all of which are non-wholly-owned subsidiaries of the Company on the date of this joint announcement); (c) the Company and Lion Wealth undertakes that if any investor is found to acquire a dissolved company, it shall use reasonable efforts to resume the operation of the dissolved company at the expense of the relevant investors and transfer the net proceeds that may be realized from the sale of the dissolved company in accordance with the instructions of the plan manager; (d) the Company and the investor shall transfer to the plan company (and/or related entities as may be designated by the plan manager) and procure the transfer of the claim; and (e) the Company, Lion Wealth and the Program Company shall cause the cancellation of consolidated subsidiaries and profits The transferring company signed the contract of assignment, debt replacement, forgiveness and/or set-off, so that the remaining member companies of the Group would not owe any amounts to the subsidiary company that cancelled consolidated accounts and the transferred company.

The net proceeds (if any) from the liquidation of the transferred company, the dissolved company and/or the transferred claim (after deducting the cost of the plan) will be distributed to plan creditors who have accepted the plan claims.

According to the creditor plan, plan creditors who have accepted the plan claim will be entitled to share 42,231,656 plan shares on the basis of equal equity; and share (if any) the net proceeds (after deducting the cost of the plan) from the transferred company, the dissolved company, and/or the liquidation of the transfer claim in respect of their respective accepted plan claims.

Plan creditors who have accepted the plan claim may choose to receive the plan shares by means of an equity option; or to receive the total amount of proceeds from the placement of the planned shares by means of a cash option.

For plan creditors who have accepted the plan claim that chose the cash option, the planning company (for the benefit of the plan creditor (other than the plan creditor who chose the equity option)) must direct the placement agent to place the plan shares on behalf of the relevant plan creditors during the placement period at a placement price of HK$0.7104 per plan share. The placement agent will take offtake any planned shares that have not been successfully placed.

The plan company will pay the total amount of proceeds from the placement plan shares to plan creditors who have accepted the plan claims upon completion of the placement to fully exercise their rights in such plan shares.