According to Mindtell Technology Limited (Stock Code: 8611), the proposed subscription of convertible bonds (Convertible Bonds) will proceed under a specific mandate, rather than the previously stated general mandate. The subscription agreement (CB Subscription Agreement) remains generally unchanged but clarifies that the allotment and issue of conversion shares (Conversion Shares) will require separate shareholder approval at an extraordinary general meeting (EGM).

The conditions for the subscription include the approval of independent shareholders at the EGM and the necessary consents from relevant parties. The Listing Committee of The Stock Exchange of Hong Kong Limited must also grant approval for the listing of and permission to deal in the Conversion Shares. Additionally, the subscriber and its associates must avoid triggering any mandatory general offer obligations.

Since the subscription constitutes a connected transaction under the GEM Listing Rules, the subscriber and its associates will abstain from voting on the resolutions. A circular containing further details, including a letter of recommendation from the Independent Board Committee and a letter of advice from the independent financial adviser, is expected to be dispatched on or before December 14, 2025. The company states that the completion of the subscription remains subject to these stipulated conditions and may or may not proceed.