BGMC (01693) announced that on December 31, 2025, the company (as the issuer) entered into a capitalization agreement with the trustee, KP Lee Chambers (as the subscriber). The agreement involves issuing approximately 29.59 million capitalization shares at HK$2.320 per share under a special mandate to the trustee. This issuance is intended to settle the relevant outstanding redeemable secured loan stocks owed by BGMC Corporation to the related independent redeemable secured loan stock holders.

The subscription amount payable by the subscriber under the capitalization agreement is approximately HK$68.65 million. This amount will be settled by fully offsetting the relevant outstanding redeemable secured loan stocks owed by BGMC Corporation to the related independent redeemable secured loan stock holders.

The capitalization shares represent (i) approximately 74.74% of the company's issued share capital as of the date of this announcement; and (ii) approximately 42.77% of the company's issued share capital as enlarged by the allotment and issue of the capitalization shares.

This capitalization initiative stems from a debt restructuring plan implemented in 2022. The company's subsidiary, BGMC Corporation, had previously issued redeemable secured loan stocks that were originally due for redemption before June 30, 2025, but were subsequently extended twice, with the final maturity date set for December 31, 2025.

As of the date of this announcement, BGMC Corporation owes the related independent redeemable secured loan stock holders the relevant outstanding redeemable secured loan stocks, amounting to approximately HK$68.65 million.