China NT Pharma Group Company Limited plans to slash its leverage by capitalising HK$309.36 million of outstanding loans into equity through the issue of 847.57 million new shares at HK$0.365 each.

The proposed debt-for-equity swap—structured as seven inter-conditional subscription agreements—will be settled entirely by offsetting debts owed to seven creditors, five of whom are connected parties, including Chairman and Executive Director Ng Tit and his family. Key terms include:

• First Subscriber (Golden Base Investment) to receive 452.85 million shares for HK$165.29 million. • Second Subscriber (Annie Investment) to receive 250.85 million shares for HK$91.56 million. • Remaining five subscribers, including family members and two independent parties, to receive a combined 143.86 million shares for HK$52.51 million.

At completion, the new shares will equate to 47.18% of the enlarged share capital, cutting total debt by 59.38% to roughly RMB182.41 million and reducing the debt-to-assets ratio from 129.29% to 52.52% based on 31 December 2025 figures. The Ng family’s concert party stake will rise to 45.95%, while the combined Ng and Ieong groups will hold 71.13% of the enlarged equity. The Securities and Futures Commission has granted a general offer waiver under the Takeovers Code.

The subscription price represents a 20.65% discount to the HK$0.46 closing price on 17 June 2026, the last trading day before the agreements, and a 22.30% discount to the ten-day average. Independent adviser Rainbow Capital deems the terms “fair and reasonable,” citing the group’s heavy debt burden and limited financing alternatives.

As of 31 December 2025 the company reported RMB273.83 million net liabilities, net current liabilities of RMB605.73 million and total debt of RMB449.10 million, with finance costs of RMB27.84 million in 2025—exceeding its RMB9.61 million gross profit.

Shareholders will vote on the transactions and a proposed auditor change—from Moore CPA Limited to CCTH CPA Limited—at an extraordinary general meeting scheduled for 28 August 2026 in Hong Kong.

Completion of the loan capitalisation is conditional upon independent shareholder approval and Stock Exchange listing of the new shares.