A subsidiary of CWT INT'L (00521) has entered into agreements and sales documents to carry out internal restructuring procedures

Zhitong Finance App News, CWT INT'L (00521) announced that the Group's subsidiaries have concluded agreements and sales documents on November 13, 2026 to carry out internal restructuring steps (internal restructuring).

As of the date of this announcement, CWT SG (a company incorporated under the laws of Singapore) and the buyer are indirect wholly-owned subsidiaries of the Company. CWT SG holds (including) the buyer's total issued share capital; 97.375% of SFGPL; and 97.375% of PSGPL, while the seller holds 2.625% of SFGPL and PSGPL. In order to streamline the corporate structure of the Group's financial business division and integrate the financial services business interests held by CWT SG to prepare for the proposed spin-off, the internal restructuring will mainly be carried out through the buyer's acquisition of all SFGPL and PSGPL shares from CWT SG and the seller.

After the internal restructuring is completed, the buyer will own the full share capital of SFGPL and PSGPL.

The Company has submitted a proposal to the Stock Exchange in accordance with Application Guidelines No. 15 (PN15) concerning the proposal to split the buyer and list them independently on the NASDAQ. The Exchange has confirmed that the Company may proceed with a proposed spin-off.

As part of the internal restructuring, the buyer entered into a share purchase agreement with the seller, according to which:

(1) The seller agreed to sell and the buyer agreed to acquire (a) PSGPL shares for sale, accounting for 2.625% of the issued share capital of PSGPL (an indirect non-wholly-owned subsidiary of the Company), at a cost of US$484,200; and (b) SFGPL shares for sale, accounting for 2.625% of SFGPL (indirect non-wholly-owned subsidiary of the Company) share capital at a cost of US$38.683 million; and

(2) The buyer agreed to allocate and issue (a) PSGPL consideration shares; and (b) SFGPL consideration shares, accounting for a total of 2.625% of the buyer's issued share capital immediately following the sale to cover PSGPL costs and SFGPL costs (equivalent to $1.00 per buyer's share at the issue price).