Biosysen completes HK$50.00 million convertible bond issue; subscriber’s stake could rise to 44.11% upon full conversion

Bulletin Express
08/05

On 5 August 2026, Biosysen Limited announced the completion of its HK$50.00 million convertible bond issuance under a specific mandate. All conditions in the Subscription and Settlement Agreement have been satisfied, and the bonds have been allotted in full to the designated subscriber.

The subscription price was entirely settled through a set-off against an existing shareholder loan (“Set-off Loan”), fully discharging the company’s repayment obligation. As of the announcement date, none of the bonds has been converted into equity.

If the bonds were converted at the initial conversion price, Biosysen’s issued share capital would expand from 1,193,065,160 to 1,515,645,805 shares. The subscriber’s holding would increase from 28.99% (345,929,020 shares) to 44.11% (668,509,665 shares), while public shareholders’ aggregate interest would decline from 57.60% to 45.33%. Existing minority shareholders Li Baoshan and Kwan Man Cheuk would see their stakes diluted to 6.20% and 4.36%, respectively.

The subscriber is indirectly wholly owned by non-executive director Mr. Cheung Ching Mo. Conversion remains subject to a cap that prevents triggering a mandatory general offer under Hong Kong’s Takeovers Code.

Following completion, the board composition remains unchanged, comprising one executive director, two non-executive directors, and three independent non-executive directors.

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