EPS Creative Health Technology Group Limited (Stock Code: 3860) Announces Continuing Connected Transaction under 2026 Incentive Agreement

Bulletin Express
Jan 30

EPS Creative Health Technology Group Limited (Stock Code: 3860) has announced it entered into a 2026 Incentive Agreement with a director of its wholly-owned subsidiary, Speed Apparel (BVI) Limited, on January 30, 2026. The arrangement follows the upcoming conclusion of the 2024 Performance Period under an earlier incentive agreement. The new agreement sets a performance period from April 1, 2026, to March 31, 2027, and includes specific profit-related targets for the subsidiary’s apparel operations.

According to the 2026 Incentive Agreement, the audited aggregate total profits before interest, taxes, depreciation, and amortization (Total EBITDA) of the apparel segment must be positive. Should EBITDA fall below zero, the director is required to compensate the company in the amount of any shortfall. If Total EBITDA exceeds HK$3 million, the director becomes eligible for a performance bonus that increases with EBITDA, subject to an annual maximum cap of HK$5 million. The board has approved the agreement, confirming it is on normal commercial terms and in the interests of shareholders.

The company also revealed plans to issue an unsecured 4% note (the 2026 Note) in the principal amount of HK$30 million, coming due on June 30, 2027. Its proceeds are intended for the apparel segment’s working capital. The issuance is exempt from shareholders’ approval and additional disclosure requirements under the Listing Rules because it involves financial assistance from a connected person on normal commercial terms or better, without collateral. The 2026 Incentive Agreement itself is regarded as a continuing connected transaction under Chapter 14A of the Listing Rules, necessitating reporting and announcement, but not shareholders’ approval.

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