Green Leader Holdings Group Limited (GREEN LEADER) has signed Second Amendment Deeds with its major shareholder China OEPC Limited and Ms Hao, extending the maturity of outstanding zero-coupon convertible notes totalling HK$395.00 million from 26 June 2026 to the date falling two years after completion of the new agreements (the “CN Extended Maturity Date”). All other note terms remain unchanged.
Key terms and background • Original issuance: HK$380.00 million to China OEPC and HK$15.00 million to Ms Hao in October 2020. • First extension: Maturity was previously moved from 20 October 2022 to 26 June 2026 via Amendment Deeds executed in April 2024. • Second extension: Executed on 14 May 2026; maturity pushed out by a further two years. • Interest rate: 0%; issuer retains right to redeem at par any time before maturity. • Conversion terms: Notes convertible at HK$0.22 per share, subject to standard anti-dilution adjustments. Full conversion would issue up to 1.80 billion new shares, potentially raising the holders’ stake to 78.46% of enlarged share capital, but conversions are restricted from triggering a mandatory offer or breaching the 25% public-float requirement. • Listing approval: Company will seek Stock Exchange consent for the alteration in terms as required by Rule 28.05 of the Listing Rules. • Shareholder approval: The Second Amendment Deeds constitute connected transactions; independent shareholders must approve them at a forthcoming special general meeting (SGM). China OEPC and its associates will abstain from voting.
Strategic rationale At 31 December 2025, GREEN LEADER held HK$5.45 million in cash against the HK$395.00 million notes maturing in 2026. Management cited: 1. High prevailing funding costs (HSBC best lending rate: 5.00%) versus the notes’ zero interest. 2. The Company’s market capitalisation of approximately HK$37.36 million, implying that raising new equity to redeem the notes would be disproportionately dilutive and costly. Extending the maturity therefore postpones a substantial cash outlay, preserves liquidity for operations across cassava processing, coal services and IT solutions, and maintains financial flexibility to pursue business improvements.
Next steps • Obtain Stock Exchange approval for the amendments and listing of up to 1.80 billion conversion shares. • Dispatch a circular to shareholders by 5 June 2026, including independent board committee and independent financial adviser recommendations. • Hold the SGM before the 13 August 2026 long-stop date for independent shareholder approval.
Cautionary note Completion of the CN Extensions remains subject to satisfaction of all conditions precedent. Investors are advised to exercise caution when dealing in GREEN LEADER shares pending further announcements.