SUNSHINE OIL (02012) plans to issue 2.38 billion Hong Kong dollars in convertible bonds to Chairman Sun Guoping to repay outstanding debts.

SUNSHINE OIL (02012) announced that the company and the subscriber (being a company wholly owned and directly owned by the Chairman of the company, Mr. Sun Guoping) entered into a subscription agreement on November 14, 2025 (Hong Kong time, after trading hours). The company conditionally agrees to issue and the subscriber conditionally agrees to subscribe for convertible bonds with a fixed interest rate, as the full and final settlement of the company's debt to the subscriber, which bonds will be issued by the company for a total amount of HK$ 238 million. The issue price of the convertible bonds is HK$ 238 million (i.e. 100% of the principal amount of the convertible bonds). Based on a preliminary conversion price per share of HK$ 0.377, upon full conversion of the convertible bonds, up to 631 million new shares will be issued and distributed, equivalent to approximately 110.49% of the company's existing issued share capital as of the date of this announcement; assuming no share repurchases or issuance of other new shares, the company's issued share capital will be approximately 52.49% after the issuance of the conversion shares. The directors believe that by issuing shares to settle the debt, it will help extend the company's debt to the subscriber by two years and significantly reduce the company's interest costs, as the outstanding HK$ 238 million balance currently accrues interest at an annual rate of 10.0%. If the convertible bonds are converted into shares in the future, the company's debt to equity ratio will be reduced without involving significant cash outflows. At the same time, the subscriber will once again become a controlling shareholder of the company, which will facilitate financing transactions as investors often prefer or even require ownership of a significant or controlling stake to ensure stability and continuity of long-term strategic decisions and the support of major or controlling shareholders, as well as more effective decision-making.