Zhonghua Gas Holdings Limited (Stock Code: 8246) entered into a Loan Capitalisation Agreement on 20 October 2025 with Chairman and Executive Director Mr. Hu. Under this agreement, Mr. Hu will subscribe for 140 million new shares at HK$0.098 per share, with the total subscription price of HK$13.72 million set off from a partial loan owed to him. The remaining loan balance of approximately HK$23.14 million will remain due to Mr. Hu.

According to the announcement, the 140 million new shares represent about 3.05% of the company’s current issued share capital and 2.96% of the enlarged share capital after issuance. The subscription price was determined with reference to the higher of HK$0.09, being the closing price on 20 October 2025, and HK$0.098, being the average closing price of the company’s shares for the five consecutive trading days immediately prior to that date.

The company notes that the Loan Capitalisation is intended to reduce existing liabilities under the loan provided by Mr. Hu. The proposal requires approval by independent shareholders in an Extraordinary General Meeting (EGM), with Mr. Hu and his associates abstaining from voting. An Independent Board Committee has been formed to advise on the transaction, and an independent financial adviser will be appointed to provide recommendations to the independent shareholders.

The EGM will vote on granting a Specific Mandate for issuing the new shares, pending approval from the Listing Committee of The Stock Exchange of Hong Kong. A shareholder circular containing further details is expected to be dispatched on or before 19 November 2025. The transaction may or may not proceed, depending on whether all of its conditions are satisfied. If it proceeds, Mr. Hu’s stake will increase from 16.98% to approximately 19.44%.