PYI : (1) PROPOSED CAPITAL REORGANISATION AND (2) PROPOSED CHANGE IN BOARD LOT SIZE

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.

PYI Corporation Limited

(incorporated in Bermuda with limited liability)

(Stock Code: 498)

1. PROPOSED CAPITAL REORGANISATION AND
2. PROPOSED CHANGE IN BOARD LOT SIZE

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation comprising:

1. the consolidation of every five (5) issued and unissued Existing Shares in the authorised share capital of the Company of HK$0.10 each into one (1) Consolidated Share of HK$0.50;
2. the reduction of the issued share capital of the Company by (i) cancelling any fraction of a Consolidated Share in the issued share capital of the Company arising from the Share Consolidation in order to round down the total number of Consolidated Shares to a whole number, and (ii) cancellation of the paid up capital of the Company to the extent of HK$0.40 on each of the issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$0.50 to HK$0.10;
3. the subdivision of every unissued Consolidated Share of HK$0.50 in the authorised share capital of the Company (including those unissued Consolidated Shares arising from the Capital Reduction) into five (5) Adjusted Shares of HK$0.10 each; and
4. transferring all credits arising as a result of the Capital Reduction to the contributed surplus account of the Company.

PROPOSED CHANGE IN BOARD LOT SIZE

Currently, the Existing Shares are traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Adjusted Shares upon the Capital Reorganisation becoming effective.

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GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. A circular containing, among other things, further details of the Capital Reorganisation and a notice convening the SGM is expected to be despatched to the Shareholders on or before 5 October 2020.

As the Capital Reorganisation is subject to the satisfaction of conditions, it may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

PROPOSED CAPITAL REORGANISATION

The Board proposes to implement the Capital Reorganisation comprising:

1. the consolidation of every five (5) issued and unissued Existing Shares in the authorised share capital of the Company of HK$0.10 each into one (1) Consolidated Share of HK$0.50;
2. the reduction of the issued share capital of the Company by (i) cancelling any fraction of a Consolidated Share in the issued share capital of the Company arising from the Share Consolidation in order to round down the total number of Consolidated Shares to a whole number, and (ii) cancellation of the paid up capital of the Company to the extent of HK$0.40 on each of the issued Consolidated Shares such that the par value of each issued Consolidated Share will be reduced from HK$0.50 to HK$0.10;
3. the subdivision of every unissued Consolidated Share of HK$0.50 in the authorised share capital of the Company (including those unissued Consolidated Shares arising from the Capital Reduction) into five (5) Adjusted Shares of HK$0.10 each; and
4. transferring all credits arising as a result of the Capital Reduction to the contributed surplus account of the Company.

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1. Effects of the Capital Reorganisation

As at the date of this announcement, the authorised share capital of the Company is HK$1,000,000,000 divided into 10,000,000,000 Existing Shares of par value of HK$0.10 each, of which 5,519,580,572 Existing Shares have been allotted and issued as fully paid or credited as fully paid. Upon the proposed Share Consolidation becoming effective and assuming that no further Existing Shares will be issued or repurchased from the date hereof until the effective date of the Share Consolidation, the authorised share capital of the Company shall become HK$1,000,000,000 divided into 2,000,000,000 Consolidated Shares of par value of HK$0.50 each, of which 1,103,916,114.40 Consolidated Shares will be in issue. Upon the proposed Capital Reduction becoming effective, the total number of Consolidated Shares will be rounded down to 1,103,916,114 and the par value of all the issued Consolidated Shares shall be reduced from HK$0.50 each to HK$0.10 each. Immediately following completion of the Capital Reorganisation, assuming no Shares are issued or repurchased between the date of this announcement and the date on which the Capital Reorganisation becomes effective, the authorised share capital of the Company will be HK$1,000,000,000 divided into 10,000,000,000 Adjusted Shares of a par value of HK$0.10 each, and the issued share capital of the Company will be reduced to HK$110,391,611.40 divided into 1,103,916,114 Adjusted Shares.

The Adjusted Shares in issue immediately following the Capital Reorganisation becoming effective will rank pari passu in all respects with each other in accordance with the Bye- Laws and the Capital Reorganisation will not result in any change in the relative rights of the Shareholders, save for any fractional Adjusted Shares which may arise.

Any fractional Consolidated Shares to which an individual Shareholder entitled will not be issued by the Company to such Shareholder, but will be aggregated and sold and the proceeds will be retained for the benefit of the Company. Any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation will be cancelled pursuant to the Capital Reduction.

Assuming no further Shares will be issued or repurchased between the date of this announcement and the date on which the Capital Reorganisation becomes effective, a credit of HK$441,566,445.80 will arise as a result of the Capital Reduction. Such credit will be transferred to the contributed surplus account of the Company and may then be applied by the Board in any manner permitted by Bermuda law and the Bye-Laws.

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Upon the Capital Reorganisation becoming effective and assuming that there is no change in the number of issued Shares prior to the SGM, the share capital structure of the Company will be as follows:

		Immediately after
		the Capital
	As at the date of	Reorganisation
	this announcement	becoming effective
Amount of authorised	HK$1,000,000,000	HK$1,000,000,000
share capital
Par value per Share	HK$0.10	HK$0.10
Number of authorised Shares	10,000,000,000	10,000,000,000
Amount of issued share capital	HK$551,958,057.20	HK$110,391,611.40
Number of issued Shares	5,519,580,572	1,103,916,114
Number of unissued Shares	4,480,419,428	8,896,083,886

Other than the relevant expenses to be incurred, the implementation of the Capital Reorganisation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business operations, management or financial position of the Group.

2. Conditions of the Capital Reorganisation

The implementation of the Capital Reorganisation is conditional upon:

1. the passing of the necessary resolution(s) by the Shareholders to approve the Capital Reorganisation at the SGM;
2. the Listing Committee granting the listing of, and the permission to deal in, the Adjusted Shares arising from the Capital Reorganisation;
3. the compliance with the relevant procedures and requirements under the laws of Bermuda (where applicable) and the Listing Rules to effect the Capital Reorganisation; and
4. the obtaining of all necessary approvals from the regulatory authorities or otherwise as may be required in respect of the Capital Reorganisation.

Assuming the above conditions are fulfilled, the Capital Reorganisation will become effective on the second Business Day immediately following the fulfilment of these conditions, which is expected to be 30 October 2020.

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3. Listing application

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Adjusted Shares upon the Capital Reorganisation becoming effective.

Subject to the granting of listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange upon the Capital Reorganisation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Adjusted Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Adjusted Shares to be admitted into CCASS established and operated by HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Capital Reorganisation becoming effective, the Adjusted Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

PROPOSED CHANGE IN BOARD LOT SIZE

The Existing Shares are currently traded on the Stock Exchange in board lot size of 2,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 2,000 Existing Shares to 10,000 Adjusted Shares upon the Capital Reorganisation becomes effective.

Based on the closing price of HK$0.071 per Existing Share (equivalent to the theoretical closing price of HK$0.355 per Adjusted Share) as at the date of this announcement, the value of each existing board lot of Existing Shares is HK$142; and the estimated value per board lot of 10,000 Adjusted Shares would be HK$3,550.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

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Arrangements on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Adjusted Shares, the Company has appointed Win Wind Securities Limited to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Adjusted Shares to make up a full board lot, or to dispose of their holding of odd lots of the Adjusted Shares. Details of the odd lot arrangement will be set out in the circular of the Company.

Holders of odd lots of the Adjusted Shares should note that the matching of the sale and purchase of odd lots of the Adjusted Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of share certificates

Subject to the Capital Reorganisation becoming effective, the Shareholders may during the period from Friday, 30 October 2020 to Monday, 7 December 2020 (both days inclusive) submit existing share certificates in the colour of green in board lots of 2,000 of the Existing Shares to the Company's branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for exchange for new share certificates in the colour of orange for the Adjusted Shares at the expense of the Company.

Thereafter, certificates of the Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Adjusted Shares, whichever is higher.

Subject to the Capital Reorganisation becoming effective on 30 October 2020, after 4:10 p.m. on Thursday, 3 December 2020, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for Adjusted Shares at any time but will not be accepted for delivery, trading and settlement purposes.

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REASONS FOR THE CAPITAL REORGANISATION AND CHANGE IN BOARD LOT SIZE

A. REASONS FOR CAPITAL REORGANISATION

Under Rule 13.64 of the Listing Rules, where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities. In view of the prevailing trading price of the Existing Shares, the Board proposes to implement the Share Consolidation. It is expected that the proposed Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange, as a result of which the proposed Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules.

The Capital Reorganisation involves the Capital Reduction which reduces the par value of the issued Consolidated Shares from HK$0.50 per Consolidated Share to HK$0.10 per Adjusted Share. Under the laws of Bermuda, a company may not issue shares at a discount to the par value of such shares. Accordingly, the Capital Reduction will allow greater flexibility in the pricing for any issue of new Shares in the future.

It is believed that the adjusted share price as a result of the Capital Reorganisation will enhance the corporate image of the Company so as to make investing in the Adjusted Shares more attractive to a broader range of institutional and professional investors and thus help broaden the shareholder base of the Company.

Save for the relevant expenses, including but not limited to professional fees and printing charge to be incurred by the Company, the implementation of the Capital Reorganisation will not alter the underlying assets, business operations, management or financial position of the Group or the proportionate interests of the Shareholders. In view of the above, the Board considers that the Capital Reorganisation is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

B. REASONS FOR CHANGE IN BOARD LOT SIZE

Pursuant to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019, the expected board lot value should be greater than HK$2,000 after taking into account the minimum transaction costs for a securities trade. As at the date of this announcement, the closing price of the Existing Shares was HK$0.071 and the board lot size was 2,000 Existing Shares. The Existing Shares were traded at below HK$2,000 per board lot. The Change in Board Lot Size will reduce transaction and handling costs of dealing in the Adjusted Shares, including those fees which are charged with reference to the number of board lots.

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ADJUSTMENTS IN RELATION TO OTHER SECURITIES OF THE COMPANY

As at the date of this announcement, the Company does not have any derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Existing Shares, Consolidated Shares or Adjusted Shares, as the case may be.

FUND RAISING ACTIVITIES

There were no fund-raising activities conducted by the Company in the past 12 months prior to the date of this announcement. As at the date of this announcement, the Company has no concrete plans to carry out fund-raising activities in the forthcoming twelve months. However,

the Company may review its position as and when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

GENERAL

The SGM will be convened and held for the Shareholders to consider and, if thought fit, approve the Capital Reorganisation. A circular containing, among other things, further details of the Capital Reorganisation and a notice convening the SGM is expected to be despatched to the Shareholders on or before 5 October 2020.

As the Capital Reorganisation is subject to the satisfaction of conditions, it may or may not become effective. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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EXPECTED TIMETABLE

The expected timetable for the Capital Reorganisation and Change in Board Lot Size is set out below. The expected timetable and all dates specified in this announcement are for indicative purpose only and may be varied. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.

Event		Timeline
Despatch date of circular with notice of the SGM		on or before
	Monday, 5 October 2020
Latest time for lodging transfers of shares in order to		4:30 p.m. on
qualify for attendance and voting at the SGM	Thursday, 22 October 2020
Closure of register of members for determining the	from Friday, 23 October 2020 to
identity of the Shareholders entitled to attend and	Wednesday, 28 October 2020
vote at the SGM	(both days inclusive)
Latest time for lodging forms of proxy for the SGM		11:00 a.m. on
	Monday, 26	October 2020
Record date for attendance and voting at the SGM	Wednesday, 28	October 2020
Date and time of the SGM		11:00 a.m. on
	Wednesday, 28	October 2020
Announcement of poll results of the SGM	Wednesday, 28	October 2020

The following events are conditional on the fulfilment of the conditions for the implementation of the Capital Reorganisation and Change in Board Lot Size as set out in this announcement.

Event	Timeline
Effective date of the Capital Reorganisation	Friday, 30 October 2020
First day of free exchange of existing share	Friday, 30 October 2020
certificates for new share certificates for Adjusted
Shares
Dealing in the Adjusted Shares commences	9:00 a.m. on
	Friday, 30 October 2020
Original counter for trading in the Existing Shares in	9:00 a.m. on
board lots of 2,000 Existing Shares (in the form of	Friday, 30 October 2020
existing share certificates) temporarily closes
Temporary counter for trading in the Adjusted Shares	9:00 a.m. on
in board lots of 400 Adjusted Shares (in the form of	Friday, 30 October 2020
existing share certificates) opens
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Event	Timeline
Original counter for trading in the Adjusted Shares in	9:00 a.m. on
board lots of 10,000 Adjusted Shares (in the form of	Friday, 13 November 2020
new share certificates for the Adjusted Shares)
re-opens
Parallel trading in the Adjusted Shares (in the form of	9:00 a.m. on
new share certificates for the Adjusted Shares and	Friday, 13 November 2020
existing share certificates) commences
Designated broker starts to stand in the market to	9:00 a.m. on
provide matching services for odd lots of the	Friday, 13 November 2020
Adjusted Shares
Temporary counter for trading in the Adjusted Shares	4:10 p.m. on
in board lots of 400 Adjusted Shares (in the form of	Thursday, 3 December 2020
existing share certificates) closes
Parallel trading in the Adjusted Shares (in the form of	4:10 p.m. on
new share certificates for the Adjusted Shares and	Thursday, 3 December 2020
existing share certificates) ends
Designated broker ceases to stand in the market to	4:10 p.m. on
provide matching services for odd lots of the	Thursday, 3 December 2020
Adjusted Shares
Last day for free exchange of existing share	Monday, 7 December 2020
certificates for new share certificates for the
Adjusted Shares

DEFINITIONS

Unless otherwise specified, the following terms have the following meanings in this announcement:

"Adjusted Shares(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company immediately after the Capital Reorganisation
	becoming effective
"Board"	the board of Directors
"Business Day(s)"	any day (excluding Saturday, Sunday or general holiday) on
	which licensed banks in Hong Kong are generally open for
	business in Hong Kong throughout their normal business
	hours
"Bye-Laws"	the bye-laws of the Company

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"Capital Reduction"	the proposed reduction of the issued share capital of the
	Company through cancellation of the paid up capital of the
	Company to the extent of HK$0.40 on each of the issued
	Consolidated Shares such that the par value of each issued
	Consolidated Share will be reduced from HK$0.50 to
	HK$0.10 and cancellation of fractional Consolidated Share
	as detailed in the section headed "Proposed Capital
	Reorganisation" of this announcement
"Capital Reorganisation"	the proposed reorganisation of the Company's share capital
	which comprises: (i) the Share Consolidation, (ii) the Capital
	Reduction, (iii) the Share Subdivision and (iv) the transfer of
	all the credits arising from the Capital Reduction to the
	contributed surplus account of the Company
"CCASS"	the Central Clearing and Settlement System established and
	operated by HKSCC
"Change in Board Lot Size"	the proposed change in board lot size of the Shares for trading
	on the Stock Exchange from 2,000 Existing Shares to 10,000
	Adjusted Shares
"Company"	PYI Corporation Limited, a company incorporated in
	Bermuda with limited liability, the shares of which are listed
	on the main board of the Stock Exchange (Stock Code: 498)
"Consolidated Share(s)"	ordinary share(s) of HK$0.50 each in the share capital of the
	Company immediately after the Share Consolidation
	becoming effective
"Director(s)"	director(s) of the Company
"Existing Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the
	Company before the Share Consolidation becoming effective
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Committee"	has the meaning ascribed thereto in the Listing Rules
"Listing Rules"	the Rule Governing the Listing of Securities on the Stock
	Exchange

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"SGM"	the special general meeting of the Company to be convened
	for the Shareholders to consider and, if thought fit, approve
	the Capital Reorganisation
"Share Consolidation"	the proposed consolidation of every five (5) Existing Shares
	into one (1) Consolidated Share
"Share Subdivision"	the proposed subdivision of every unissued Consolidated
	Share of HK$0.50 in the authorised share capital of the
	Company (including those unissued Consolidated Shares
	arising from the Capital Reduction) into five (5) Adjusted
	Shares of HK$0.10 each
"Shareholder(s)"	shareholder(s) of the Company
"Share(s)"	the Existing Share(s), the Consolidated Share(s) or the
	Adjusted Share(s), as the context may require
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

By order of the Board

PYI Corporation Limited

Ho Sze Nga, Maggie

Company Secretary

Hong Kong, 23 September 2020

As at the date of this announcement, the composition of the Board is as follows:

Mr Lau Tom Ko Yuen	:	Chairman and Managing Director
Mr Sue Ka Lok	:	Executive Director
Ms Wu Yan Yee	:	Executive Director
Mr Chan Shu Kin	:	Independent Non-Executive Director
Ms Wong Lai Kin, Elsa	:	Independent Non-Executive Director
Mr Leung Chung Ki	:	Independent Non-Executive Director

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