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SuperRobotics Limited — Share Issue/Capital Change 2025
Mar 20, 2025
51311_rns_2025-03-20_ec211298-b586-4730-b6df-cdbf37346cbd.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SuperRobotics Holdings Limited
超人智能控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)
PROPOSED ISSUE OF NEW SHARES UNDER GENERAL MANDATE FOR DEBT CAPITALISATION
DEBT CAPITALISATION
On 20 March 2025 (after trading hours), the Company entered into the Settlement Deeds with each of the Creditors to settle in full certain loans granted by the Creditors to the Group. As of the date of this announcement, the Group is indebted to the Creditors in the sum of approximately HK$7,923,460. The Settlement Deeds seeks to capitalize the debts owing to and fully settle Loan A in the amount of HK$3,761,435 and Loan B in the amount of HK$4,162,025 through the allotment and issuance of a total of 45,537,129 Settlement Shares at a proposed issue price of HK$0.174 per Settlement Share.
Assuming there will be no change in the issued share capital of the Company between the date of this announcement and the date of issue and allotment of the Settlement Shares, the Settlement Shares allotted and issued to the Creditors pursuant to the General Mandate represents: (i) 7.50% of the total number of Shares in issue as at the date of this announcement and approximately 6.97% of the total number of Shares in issue as enlarged by the issue of the Settlement Shares.
Shareholders and potential investors should note that Completion of the Debt Capitalisation is subject to fulfilment of the conditions under the Settlement Deeds. However, the Creditor A Settlement Deed and Creditor B Settlement Deed are not inter-conditional and are independent of each other. As the Debt Capitalisation may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
INTRODUCTION
On 20 March 2025 (after trading hours), the Company entered into the Settlement Deeds with each of the Creditors to settle in full certain loans granted by the Creditors to the Group. As of the date of this announcement, the Group is indebted to the Creditors in the sum of approximately HK$7,923,460. The Settlement Deeds seeks to capitalize the debts owing to and fully settle Loan A in the amount of HK$3,761,435 and Loan B in the amount of HK$4,162,025 through the allotment and issuance of a total of 45,537,129 Settlement Shares at a proposed issue price of HK$0.174 per Settlement Share.
BACKGROUND OF THE LOANS
Loan A
On 23 March 2023, the Company entered into a loan agreement with Creditor A pursuant to which Creditor A agreed to lend and the Company agreed to borrow, Loan A in the principal amount of HK$6,000,000. The said loan accrued interest at a rate of 5% per annum, was for a fixed term of 2 years. On 23 May 2024, the Company issued 11,273,236 Shares to Creditor A to reduce the principal amount of Loan A by HK$2,592,844.28, to HK$3,407,155.72. As of the date of this Announcement, Creditor A is the beneficial owner of approximately 1.86% of the Shares of the Company. For details, refer to the announcements of the Company dated 9 May 2023 and 23 May 2023.
As at the date of the Creditor A Settlement Deed, the principal amount due under Loan A remains HK$3,407,155.72 and has accrued interest in the total amount of HK$354,280. The principal and interest thereon are repayable in full on or before 26 March 2025.
Pursuant to Creditor A Settlement Deed, the Company will allot and issue 21,617,445 Settlement Shares at an issue price of HK$0.174 per Settlement Share to Creditor A to fully settle Loan A.
Loan B
On 23 March 2023, the Company entered into a loan agreement with Creditor B pursuant to which Creditor B agreed to lend and the Company agreed to borrow, Loan B in the principal amount of HK$3,800,000. The said loan accrues interest at a rate of 5% per annum, is for a fixed term of 2 years and is repayable in its entirety at maturity. As at the date of this Announcement, Creditor B is the beneficial owner of approximately 0.66% of the Shares of the Company. As at the date of the Settlement Deed, the sum payable under Loan B (inclusive of accrued interest thereon) is HK$4,162,025.
Pursuant to the Creditor B Settlement Deed, the Company will allot and issue 23,919,684 Settlement Shares at an issue price of HK$0.174 per Settlement Share to Creditor B or its nominee to fully settle Loan B.
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THE DEBT CAPITALISATION
On 20 March 2025, the Company and each of the Creditors entered into the Settlement Deeds, the principal terms of which are summarized below.
Creditor A Settlement Deed
Date : 20 March 2025
Parties :
(i) the Company;
(ii) Creditor A, namely Mr. Yeung Kim Wai, Tony
Debt Capitalisation : The Company is in debt to Creditor A in the amount of HK$3,761,435. The Company will issue to Creditor A 21,617,445 Settlement Shares at the issue price of HK$0.174 per Settlement Share, credited as fully paid, in settlement of the debt.
Settlement Shares : The 21,617,445 Settlement Shares represent: (i) approximately 3.56% of the existing issued Shares as at the date of this announcement; and (ii) approximately 3.31% of the enlarged issued Shares (as enlarged by the issue of a total of 49,521,627 Settlement Shares to the Creditors).
The 21,617,445 Settlement Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue.
Conditions
Completion is conditional on the fulfillment of the:
(i) the Listing Committee of the Stock Exchange granting or agreeing to grant approval for listing of and permission to deal in the Settlement Shares; and
(ii) (to the extent applicable) if applicable, the obtaining of all consents from the government or regulatory authorities or third parties which are necessary in connection with the execution and performance of the Creditor A Settlement Deed, and any of the transactions contemplated thereunder.
If the conditions are not fulfilled on or before 5:00 p.m. on the Long Stop Date, the Creditor A Settlement Deed shall terminate.
On termination, the parties shall have no further claims against each other for costs, damages, compensation or otherwise, save in respect of the antecedent breaches and claims, and Loan A shall continue to be in full force and effect and all outstanding interests thereon shall be recoverable by Creditor A against the Company pursuant to the terms of the loan agreement dated 23 March 2023 (as amended and supplemented).
Completion
: Completion of the Debt Capitalisation shall take place on the fifth Business Day after the fulfilment of the conditions whereupon (i) the Company shall issue and allot the 21,617,445 Settlement Shares to Creditor A or its nominee; and (ii) all obligations and liabilities on the part of the Company under Loan A (including all interests accrued thereon) shall be fully released and discharged.
Creditor B Settlement Deed
Date
: 20 March 2025
Parties
: (i) the Company;
: (ii) Creditor B, namely Ms. Fan Yuk Lan, Sonna
Debt Capitalisation
: The Company is in debt to Creditor B in the amount of HK$4,162,025. The Company will issue to Creditor B 23,919,684 Settlement Shares at the issue price of HK$0.174 per Settlement Share, credited as fully paid, in settlement of the debt.
Settlement Shares
: The 23,919,684 Settlement Shares represent: (i) approximately 3.94% of the existing issued Shares as at the date of this announcement; and (ii) approximately 3.66% of the enlarged issued Shares (as enlarged by the issue of a total of 49,521,627 Settlement Shares to the Creditors).
: The 23,919,684 Settlement Shares, when allotted and issued, will rank pari passu in all respects among themselves and with the Shares in issue on the date of allotment and issue.
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Conditions
Completion is conditional on the fulfillment of the:
(i) the Listing Committee of the Stock Exchange granting or agreeing to grant approval for listing of and permission to deal in the Settlement Shares; and
(ii) (to the extent applicable) if applicable, the obtaining of all consents from the government or regulatory authorities or third parties which are necessary in connection with the execution and performance of the Creditor B Settlement Deed, and any of the transactions contemplated thereunder.
If the conditions are not fulfilled on or before 5:00 p.m. on the Long Stop Date, the Creditor B Settlement Deed shall terminate.
On termination, the parties shall have no further claims against each other for costs, damages, compensation or otherwise, save in respect of the antecedent breaches and claims, and Loan B shall continue to be in full force and effect and all outstanding interests thereon shall be recoverable by Creditor B against the Company pursuant to the terms of the loan agreement dated 23 March 2023 (as amended and supplemented).
Completion
Completion of the Debt Capitalisation shall take place on the fifth Business Day after the fulfilment of the conditions whereupon (i) the Company shall issue and allot the 23,919,684 Settlement Shares to Creditor B or its nominee; and (ii) all obligations and liabilities on the part of the Company under Loan B (including all interests accrued thereon) shall be fully released and discharged.
Each of Creditor A and Creditor B is a natural person who is a Hong Kong resident. To the best of the Director's knowledge, information and belief, having made all reasonable enquiry, as at the date of this announcement, each of the Creditors is a third party independent of the Company and its connected persons.
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Issue Price of the Settlement Shares
The issue price of the Settlement Shares of HK$0.174 represents:
(i) a premium of approximately 1.16% to the closing price of HK$0.172 per Share as quoted on the Stock Exchange on the Last Trading Date; and
(ii) a premium of approximately 4.42% to the average closing price of HK$0.1628 per Share as quoted on the Stock Exchange for the five trading days immediately preceding the date of the Settlement Deeds.
The issue price of HK$0.174 per Settlement Share was determined by the parties on arm’s length negotiation with reference to, among other things, (i) the audited financial position of the Company for the year ended 31 December 2023 in which the Group recorded capital deficiencies of approximately HK$79,036,000; and (ii) the prevailing market price of the Shares on the date of the Settlement Deeds.
Based on the closing price of HK$0.172 per Share on the Last Trading Date, the Settlement Shares have a market value of approximately HK$7,832,386.19. The aggregate nominal value of the Settlement Shares is approximately HK$4,553,712.90.
There will be no proceeds arising from the issue of the Settlement Shares as the issue price of the Settlement Shares will be set off against the debts owing by the Group to the Creditors on a dollar-to-dollar basis.
GENERAL MANDATE
The Settlement Shares will be issued pursuant to the General Mandate and therefore will not be subject to Shareholders’ approval. As at the date of passing of the General Mandate, the Company had 607,463,599 Shares in issue, and the General Mandate was granted to the Directors to issue up to 121,492,719 Shares, representing 20% of the number of Shares in issue as at the date of the passing of the General Mandate. As at the date of this announcement, no Shares have been allotted and issued pursuant to the General Mandate.
APPLICATION FOR LISTING
An application will be made by the Company to the Listing Committee for the listing of, and permission to deal in, the Settlement Shares.
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IMPACT ON THE SHAREHOLDING OF THE COMPANY
Assuming there will be no change in the issued share capital of the Company between the date of this announcement and the date of issue and allotment of the Settlement Shares, the Settlement Shares allotted and issued to the Creditors pursuant to the General Mandate represents: (i) approximately 7.50% of the total number of Shares in issue as at the date of this announcement and approximately 6.97% of the total number of Shares in issue as enlarged by the issue of the Settlement Shares. The shareholding structure of the Company as at the date of this announcement and immediately upon issue of the Settlement Shares is as follows (assuming there is no other change to the share capital of the Company other than the issue of Settlement Shares):
| Shareholders | Immediately before completion of the Debt Capitalisation and issue of the Settlement Shares | Immediately after completion of the Debt Capitalisation and issue of the Settlement Shares | ||
|---|---|---|---|---|
| Shares in the Company | Approximate % | Shares in the Company | Approximate % | |
| Non-public Shareholders | ||||
| Tai Dong New Energy Holding Limited(1) | 151,425,197 | 24.93% | 151,425,197 | 23.19% |
| Hong Kong Bridge Investments Limited(2) | 41,666,666 | 6.86% | 41,666,666 | 6.38% |
| HK Bridge Absolute Return Fund, L.P. (2) | 64,148,063 | 10.56% | 64,148,063 | 9.82% |
| On Top Global Limited(2) | 24,397,946 | 4.02% | 24,397,946 | 3.74% |
| Mr. Huang Jianhang | 89,970,697 | 14.81% | 89,970,697 | 13.78% |
| Public Shareholders | ||||
| Mr. Yeung Kim Wai, Tony(3) | 11,273,236 | 1.86% | 32,890,681 | 5.04% |
| Ms. Fan Yuk Lan, Sonna(4) | 4,000,000 | 0.66% | 27,919,684 | 4.28% |
| Other public Shareholders | 220,581,794 | 36.31% | 220,581,794 | 33.78% |
| Total | 607,463,599 | 100% | 653,000,728 | 100% |
Notes:
- Mr. Su Zhituan, a former executive Director of our Company and the former chairman of the Board, is the ultimate beneficial owner of Tai Dong New Energy Holding Limited. Mr. Su is therefore deemed to be interested in the 151,425,197 Shares held by Tai Dong New Energy Holding Limited.
-
Renco Holdings Group Limited (“Renco Holdings”), is deemed to be interested in 130,212,675 Shares, being the aggregate of the 41,666,666 Shares of Hong Kong Bridge Investments Limited (its wholly owned subsidiary), 64,148,063 Shares of HKBridge Absolute Return Fund, L.P. (a Cayman Islands exempted limited partnership, the general partner of which is HK Bridge (Cayman) GP2 Limited, a Cayman Islands company indirectly owned by Renco Holdings) and 24,397,946 Shares of On Top Global Limited (a wholly owned subsidiary of Hong Kong Bridge High-Tech Investment Fund L.P., the general partner of which is Hong Kong Bridge High-Tech Investment G.P. Limited, a Cayman Islands company indirectly owned by Renco Holdings).
-
Mr. Yeung Kim Wai, Tony is the spouse of Ms. Fan Yuk Lan, Sonna and will be deemed to be interested in the Shares held by Ms. Fan for the purposes of the SFO.
-
Ms. Fan Yuk Lan, Sonna is the spouse of Mr. Yeung Kim Wai, Tony and will be deemed to be interested in the Shares held by Mr. Yeung for the purposes of the SFO.
It is expected that upon completion of the Debt Capitalisation, neither Creditor A nor Creditor B shall become a substantial shareholder of the Company.
INFORMATION ON THE GROUP AND REASONS FOR AND BENEFITS OF THE DEBT CAPITALISATION
The Company is an investment holding company. The Group is principally engaged in the provision of engineering related services, equipment installation, support and maintenance services for robotics and automation systems.
According to the annual report of the Company for the year ended 31 December 2023, the Group recorded revenue of approximately HK$15.08 million and a loss for the year of approximately HK$45.08 million. Based on the unaudited interim report of the Company for the six months ended 30 June 2024, the Group had approximately HK$9.7 million in cash and cash equivalents and total liabilities of HK$176.6 million including other borrowings of approximately HK$135.3 million.
In view of the outstanding indebtedness and the cash and cash equivalents position of the Group, the Debt Capitalisation enables the Group to reduce its indebtedness without utilising existing financial resources and avoid incurring cash outflow, reduce its gearing ratio, enlarge its capital base and accordingly strengthen the financial position of the Group. Although the allotment and issue of the Settlement Shares will have a dilution effect on the existing Shareholders, having considered the above, the Directors are of the view that the Debt Capitalisation and the terms of the Settlement Deeds are fair and reasonable and the transactions contemplated thereunder are in the interests of the Company and its Shareholders as a whole.
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EQUITY FUND RAISING ACTIVITIES IN THE PAST 12 MONTHS
The Company has not conducted any equity fund-raising activities in the 12 months immediately preceding the date of the Settlement Deeds.
Shareholders and potential investors should note that Completion of the Debt Capitalisation is subject to fulfilment of the conditions under the Settlement Deeds. However, the Creditor A Settlement Deed and Creditor B Settlement Deed are not inter-conditional and are independent of each other. As the Debt Capitalisation may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
DEFINITIONS
The following defined terms are used in this announcement:
"AGM" the annual general meeting of the Company held on 28 June 2024
"associates" has the meaning ascribed to it under the GEM Listing Rules
"Board" the board of Directors of the Company
"Business Day(s)" a day (other than Saturdays, Sundays, public holidays in Hong Kong or days on which a tropical cyclone warning No. 8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.) on which licensed banks in Hong Kong are open for general banking business
"Company" SuperRobotics Holdings Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, shares of which are listed on GEM of the Stock Exchange (Stock Code: 8176)
"Completion" the completion of the Debt Capitalisation in accordance with the terms and conditions of the Settlement Deeds
"connected person(s)" has the meaning ascribed to it under the GEM Listing Rules
"Creditor A" Mr. Yeung Kim Wai, Tony
"Creditor A Settlement Deed" the deed dated 20 March 2025 entered into between the Company and Creditor A in connection with the settlement of Loan A
"Creditor B" Ms. Fan Yuk Lan, Sonna
"Creditor B Settlement Deed" the deed dated 20 March 2025 entered into between the Company and Creditor B in connection with the settlement of Loan B
"Creditors" collectively, Creditor A and Creditor B
"Debt Capitalisation" the capitalization of the indebted amounts in the sum of approximately HK$7,923,460 owed by the Group to the Creditors by way of allotment and issue of the Settlement Shares to the Creditors under the respective Settlement Deeds
"Director(s)" the director(s) of the Company
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM of the Stock Exchange
"General Mandate" the general mandate granted to the Directors at the AGM to allot, issue or deal up to 20% of the then issued share capital of the Company as at the date of the AGM
"Group" the Company and its subsidiaries
"Last Trading Date" 20 March 2025, being the last trading day of the Shares immediately prior to the signing of the Settlement Deeds, each of which were signed after trading hours
"Loan A" the loan consisting of the principal amount of HK$3,407,155.72 granted by Mr. Yeung Kim Wai, Tony as lender to the Company as borrower pursuant to a loan agreement dated 27 March 2023 (as amended and supplemented by a settlement deed dated 9 May 2023)
"Loan B" the loan in the principal amount of HK$3,800,000 granted by Ms. Fan Yuk Lan, Sonna as lender to the Company as borrower pursuant to a loan agreement dated 23 March 2023
"Long Stop Date" 3 April 2025
"Settlement Deeds" Collectively, the Creditor A Settlement Deed and the Creditor B Settlement Deed
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"Settlement Shares"
45,537,129 Shares to be issued and allotted by the Company to the Creditors in accordance with the terms of the Settlement Deeds
"Share(s)"
ordinary share(s) of HK$0.1 each in the issued share capital of the Company
"Shareholder(s)"
the shareholder(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
By order of the board of directors of
SuperRobotics Holdings Limited
Mr. Su Zhenhui
Chairman and Executive Director
Hong Kong, 20 March 2025
As at the date of this announcement, the Board comprises of two executive Directors, namely Mr. Su Zhenhui and Mr. Feng Zheng, one non-executive Director, namely Ms. Li Jiaqi and three independent non-executive Directors, namely Mr. Tam B Ray, Billy, Mr. Xu Guojun and Mr. Xue Wei.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Listed Company Information" page of the Stock Exchange's website at http://www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the Company's website at http://www.superrobotics.com.hk.
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