Hong Kong-listed beverage chain operator Guming Holdings has unveiled plans to raise HK$1.96 billion through the issue of zero-coupon guaranteed convertible bonds alongside a concurrent on-market share repurchase.

Bond offering • Size & terms: Guming’s wholly owned BVI subsidiary will issue HK$1.96 billion (USD250 million equivalent) in five‐year, zero-coupon convertible bonds at 101% of face value. The bonds mature on 30 June 2027 and will be guaranteed by Guming Holdings. • Conversion price: HK$23.54 per share, implying a 15.5% premium to the 23 June 2026 close of HK$20.38 and a 10.0% premium to the prior five-day average of HK$21.40. • Potential dilution: Full conversion would create about 83.26 million new shares, equal to 3.50% of existing share capital and 3.43% post-conversion. • Listing: The bonds are slated for listing on the Vienna Stock Exchange; the conversion shares will seek listing on the Hong Kong Stock Exchange (HKEX). • Redemption features: Investors may put the bonds back to the issuer upon a “Relevant Event” (change of control, delisting or prolonged suspension). The issuer can redeem early for tax reasons or when outstanding principal falls below 10% of the original size.

Financing structure • Sole global coordinator, lead manager and bookrunner: Goldman Sachs (Asia) L.L.C. • Use of proceeds (net c.HK$1.96 billion): 1. Procurement of raw materials and equipment in China and overseas. 2. Refinancing of existing interest-bearing borrowings and share repurchases. 3. R&D and digitalisation investments. 4. Overseas expansion and general corporate purposes. • Shares resulting from conversion will be issued under the company’s existing general mandate, which allows up to 475.64 million new shares.

Concurrent share repurchase • Mechanism: A “Concurrent Delta Placement” will facilitate initial hedging by bond investors through short sales. Guming will repurchase the same 34.00 million shares sold in the placement at HK$20.38 each, utilising part of the bond proceeds. • Size & impact: The repurchase amounts to approximately HK$0.69 billion and the shares will be cancelled, reducing total issued share capital to 2.34 billion shares before any bond conversion.

Shareholding changes • Pre-deal: 2.38 billion shares outstanding. • Post-repurchase (no conversion): 2.34 billion shares; controlling shareholders’ aggregate stake rises marginally from 73.56% to 74.62%. • Post-full conversion: 2.43 billion shares; new investors would hold 3.43%, while controlling shareholders’ combined interest would dilute to 72.06%.

Key conditions & timetable • Closing date targeted for 2 July 2026, subject to customary conditions—including HKEX approval for listing of conversion shares, completion of due diligence, and execution of transaction documents. • Lock-up: Guming, the issuer and controlling shareholders are restricted from additional share disposals or issuances (excluding bond conversions and option exercises) for 90 days post-issue.

Caveat The bond issuance remains subject to satisfaction of the subscription agreement conditions and may be terminated under specified market or contractual circumstances. Shareholders and investors are advised to exercise caution when dealing in Guming shares.