Agile Group: Overseas Debt Restructuring Plan Formally Approved, Risk Resolution Achievement Marks Milestone Breakthrough

On March 16, 2026, during the daytime, Fantasia Holdings Group Co., Ltd. (Stock Code: 1777, hereinafter referred to as “Fantasia”) announced that the company’s proposed offshore debt restructuring plan has achieved significant progress: both the Hong Kong court and the Cayman court issued approval orders on March 12, 2026, officially approving the Hong Kong plan and the Cayman plan. Currently, stamped copies of the two approval orders have been submitted to the Registrar of Companies in Hong Kong and the Registrar of Companies in the Cayman Islands for registration. The effective date of the plans has been officially set for March 13, 2026, in accordance with the terms of each plan. The effective date of the restructuring will also occur once all conditions are met or waived.

Sources within Fantasia stated that the plan’s effective date marks the upgrade of the restructuring plan from a “negotiated scheme” to a “legally binding document,” which has general binding force on Fantasia, all creditors, and relevant parties. On one hand, the two restructuring plans have received legal recognition and protection, making them enforceable against all creditors (including dissenters), effectively preventing individual objections or delays that could increase restructuring costs, ensuring the legality and fairness of the process. On the other hand, the approval of each plan also provides more reliable protection for creditors’ interests. Through multiple repayment options, the plans carefully consider the needs and risk preferences of different creditors, demonstrating Fantasia’s high regard and responsible attitude toward creditor rights.

Over the past six months, Fantasia’s offshore debt restructuring has proceeded step by step. In August 2025, Fantasia reached an agreement with over 34.9% of USD senior noteholders, forming an enforceable debt resolution plan, laying a foundation for smooth progress. By 5:00 PM on September 3, 2025 (Hong Kong time), 78.43% of the company’s existing noteholders had officially joined the restructuring support agreement. To facilitate internal review and participation, the company extended the deadline for consent fees. By October 3, 2025, approximately 84.54% of noteholders holding the company’s existing notes and about 77.33% of the total outstanding debt had signed or effectively joined the support agreement.

In 2026, Fantasia’s restructuring entered an accelerated phase. On January 16, 2026, the High Court of Hong Kong issued an order convening a single creditor meeting to review the Hong Kong restructuring plan, marking the start of creditor voting; on January 23, the Cayman Islands court scheduled a hearing for the restructuring plan, and on January 26, issued an order to convene a single creditor meeting, synchronized with the Hong Kong plan meeting scheduled for February 20. On February 20, the creditor meeting approved the restructuring plan with approximately 99.67% of the attending creditor amount voting in favor, far exceeding the 75% statutory approval threshold. On March 12, the Hong Kong and Cayman courts approved the plans, and the plans’ effective date was confirmed, marking the start of substantive implementation.

During this period, in January 2026, Fantasia reached a historic settlement with TFISF. Ms. Zeng Baobao’s indirectly controlled subsidiary acquired 21.97% of Cailifei’s shares, with Fantasia retaining 9.98%, and an additional 10% was transferred to a designated entity of TFISF as debt repayment. The remaining debt was assumed by an affiliate at a low interest rate of 3%. This move cleared a key obstacle in the company’s offshore debt restructuring and laid a solid foundation for its smooth progress. This is another major support from the controlling shareholder, Ms. Zeng Baobao, who, at a critical moment, after converting historical shareholder loans into shares and providing $6 million in new funding, reaffirmed her firm commitment to Fantasia’s debt restructuring and future.

Sources within Fantasia stated that once the plan takes effect, it will become a legally binding document for all creditors. The next phase will involve further efforts to complete the restructuring transaction, including but not limited to shareholder approval of relevant resolutions, regulatory approvals, and issuance of new shares and notes. Looking back at the entire restructuring process, every step has been hard-won and driven by perseverance and determination. The company will continue to respond with concrete actions to the concerns and support of shareholders, creditors, employees, and society, opening a new chapter of development.

Finally, Ms. Zeng Baobao, founder of Fantasia Group, and her team sincerely thank all creditors for their understanding and tolerance during the restructuring discussions, as well as their confidence in the company’s future development; thank the Hong Kong and Cayman courts for their professional review and fair rulings, which provided strong legal assurance for resolving the debt issues; thank the financial advisors, Anmai team, legal advisors, Nianlida team, creditor group financial advisors, PJT team, legal advisors, Kayi team, and other professional institutions involved in Fantasia’s restructuring for their key and ongoing support; thank the media for their professionalism and rigor in information dissemination, objectively and comprehensively conveying information during the industry adjustment period, helping the restructuring proceed steadily in an open and transparent environment; and thank all employees for their dedication and resilience, which have supported the stable operation of the business and contributed to the smooth progress of the restructuring.

Related company: Fantasia HK01777