J&T EXPRESS-W(01519): It is recommended to issue zero-interest convertible bonds with guarantees due in 2033.

J&T EXPRESS-W (01519) Announcement: The Board of Directors announced that on January 22, 2026 (after trading hours), the bond issuer Bolt Innovation Limited, our company, and the operator have entered into a subscription agreement. Under the terms and conditions of the subscription agreement, the operator has individually (not jointly) agreed to subscribe and pay, or cause the subscriber to subscribe and pay, for convertible bonds with a total principal amount of HK $4.65 billion to be issued by the bond issuer in 2026. Our company unconditionally and irrevocably agrees to guarantee all amounts due under the trust deed and convertible bonds in 2026. The issue price of the convertible bonds in 2026 will be 100% of the total principal amount of the convertible bonds in 2026, with a face value of HK $2 million per bond and increments of HK $1 million for amounts above face value. The initial conversion price per B share is HK $14.55, representing a premium of approximately 30.85% over the closing price of HK $11.12 per B share on the Hong Kong Stock Exchange on January 22, 2026 (the trading day when the subscription agreement was signed). Based on the initial conversion price of HK $14.55 and assuming full conversion at the initial conversion price, the convertible bonds in 2026 will be convertible into a maximum of 320 million new shares, representing approximately 3.56% of the company's existing issued share capital as of the date of this announcement; and approximately 3.47% of the enlarged issued share capital of the company (assuming all treasury shares are cancelled before full conversion of the convertible bonds in 2026). The issuance of new shares will not require shareholder approval. The new shares will be issued and allotted under general mandate and will have the same rights as the existing shares on the registration date related to the issuance of new shares. The total proceeds from the issuance of the convertible bonds in 2026 will be HK $4.65 billion, and the net proceeds from the issuance of the convertible bonds in 2026 (after deducting issuance expenses) will be approximately HK $4.596 billion. Based on the net proceeds and assuming full conversion of the convertible bonds in 2026, the net price per new share will be approximately HK $14.38. Our company plans to use the net proceeds from the issuance of the convertible bonds in 2026 for further development of the overseas business of the group, technological upgrades, optimizing the group's capital structure (including share buybacks), and for general corporate purposes.