Jintai Energy Holdings Limited has signed a Fourth Supplemental Deed with Qilu International Funds SPC (for the account of Zhongtai Dingfeng Classified Fund SP) to revise key terms of its outstanding convertible notes, originally issued in 2019.
Key amendments
• Conversion price reset to HK$0.03 per share, representing a 25.00% premium to the last closing price of HK$0.024 on 19 May 2026 and a 17.19% premium to the five-day pre-suspension average of HK$0.0256.
• Maturity date extended to 17 July 2027, with an option for the subscriber to prolong the tenor by one additional year to 17 July 2028.
• All accrued interest will be settled at maturity; coupon payments prior to that date are removed.
• Subscriber gains the right to convert both principal and accrued interest into shares at any time prior to maturity.
Financial snapshot
• Principal outstanding: HK$123.29 million.
• Accrued and unpaid interest: HK$38.41 million.
• Potential equity dilution: – Full conversion by 17 July 2027 would issue approximately 5.78 billion shares, equal to 56.47% of the enlarged share capital. – If the one-year extension is exercised, full conversion by 17 July 2028 would result in about 6.11 billion shares, or 57.83% of the enlarged share base.
• Post-conversion scenario (2027): total shares outstanding would rise from 4.46 billion to 10.23 billion; major shareholders Mr. Lin Caihuo and Mr. Chen Jinle would see their respective stakes drop from roughly 20% each to just over 9%.
Regulatory and shareholder hurdles
• Conversion shares will be issued under a Specific Mandate; an extraordinary general meeting will be convened for approval.
• Substantial shareholders Mr. Chen Jinle and Oriental Gold must abstain from voting due to existing guarantees and securities on the notes.
• Listing approval for the amended terms and the new shares is required under Rule 28.05 of the Hong Kong Listing Rules; the company will submit the necessary application to the Stock Exchange.
• A circular detailing the revisions is slated for dispatch to shareholders on or before 10 June 2026.
Other terms unchanged
Guarantees by Mr. Chen and share charges securing the notes remain fully in force.
Corporate context
Jintai Energy’s core businesses include energy trading (fuel oil and kerosene), digital-energy trading parks, oil-drilling services, and customs-declaration services. The notes revision follows management’s assessment that more time is required to arrange funding for redemption amid a challenging economic environment.
Trading status
Shares have been suspended since 1 April 2026 pending the release of the FY 2025 results. The company cautions shareholders and potential investors to act prudently while the suspension and amendment process continue.