Winto Group (Holdings) Limited has signed a subscription agreement with PRC investor Mr. Ma Haiyang on 8 June 2026 to issue HK$3.50 million in unsecured convertible bonds under its existing general mandate.
Key terms
• Issue size: HK$3.50 million; net proceeds estimated at HK$3.20 million. • Coupon: 4% per annum, payable on maturity. • Tenor: One year from the issue date; redemption at par plus accrued interest if not previously converted or redeemed. • Conversion price: HK$0.20 per share, subject to customary anti-dilution adjustments. • Potential equity dilution: Full conversion would create up to 17.42 million new shares, equal to 5.00% of current issued capital and 4.76% of the enlarged share base. • Minimum conversion/transfer: HK$1.00 million principal or integral multiples. • Listing: No listing for the bonds; an application will be filed for listing the conversion shares on GEM.
Subscriber profile
Mr. Ma Haiyang is an independent third party with management experience in Mainland logistics and non-ferrous metal mining companies and has over three years of equity investment experience. He holds no Winto Group shares prior to the transaction.
Use of proceeds
Approximately HK$3.20 million in net proceeds will be allocated to general working capital, including routine business cash flows, staff costs, professional fees, auditor remuneration, rental and other operating expenses.
Conditions precedent
Completion requires, among other items, Stock Exchange approval for listing the conversion shares, compliance with applicable regulations, and no material adverse change to the company before the long-stop date of 26 June 2026.
Capital capacity
The conversion shares will be issued under the existing general mandate, which allows up to 17.42 million shares—matching the maximum shares issuable on full bond conversion.
Shareholding impact (post-conversion scenario)
• Subscriber: 0 → 17.42 million shares (4.76%). • Public shareholders: 348.36 million shares → 348.36 million shares (95.24%). • Total issued shares: 348.36 million → 365.78 million.
The board views the bond terms as commercially fair, noting the 44.9% premium to the 8 June closing price of HK$0.138 and the lower interest cost relative to prevailing bank rates. The transaction remains subject to the fulfilment of contractual conditions; investors are advised to exercise caution when dealing in the company’s securities.