Country Garden Holdings Company Limited’s monthly return for 31 December 2025 shows a 3.33% expansion in issued share capital as the property developer continued to execute its debt-restructuring plan.

Key share capital movements • Authorised capital remained at 100 billion ordinary shares (HKD10.00 billion). • Issued shares rose by 932.55 million to 28.92 billion, driven by six share allotments used to settle restructuring-related fees and accrued interest. Issue prices ranged from HKD0.40 to HKD2.60 per share. • No treasury shares were outstanding; public float stayed above the 16.87% threshold accepted by the Stock Exchange.

Restructuring of convertible instruments • Two secured guaranteed convertible bonds—HKD3.00 billion due 2023 and HKD3.90 billion due 2026—were fully cancelled. • In their place, three tranches of zero-coupon mandatory convertible bonds (MCB) were issued on 30 June 2025: – MCB (A): HKD7.50 billion, convertible at HKD2.60, allowing up to 22.50 billion shares. – MCB (B): HKD0.60 billion, convertible at HKD10.00, allowing up to 0.47 billion shares. – MCB (C): HKD0.04 billion, convertible at HKD1.10, allowing up to 0.28 billion shares.

Warrants and options • 62.82 million SCA warrants were issued to original SCA lenders; the instruments carry a HKD0.60 subscription price and expire on 30 December 2027, giving rights to 816.68 million shares. • Outstanding employee share options totalled 14.61 million shares; no options were exercised. The 2017 Share Option Scheme was terminated on 30 December 2025, precluding further grants.

Potential further dilution • Shareholder Loans Equitisation Agreement could trigger up to 14.87–15.52 billion new shares, depending on the outcome of an associated disposal. • A new management incentive plan authorises up to 2.80 billion additional shares.

Overall, the December transactions increased the issued share base by 932.55 million shares and replaced HKD6.90 billion of legacy convertibles with new mandatory instruments, materially altering Country Garden’s future share-dilution profile while keeping public-float compliance intact.