NT PHARMA (01011) intends to capitalize on loans by issuing a total of 847.6 million shares at a discount of approximately 20.65% to offset debt.

NT PHARMA (01011) announced on June 17, 2026, the company entered into a subscription agreement with subscribers, whereby the company has conditionally agreed to issue a total of 847.6 million new shares to the following individuals. The subscription shares will be issued at a price of HK$0.365 per share, a discount of approximately 20.65% from the closing price of HK$0.46 per share on June 17. As of the date of this announcement, the company owes the subscribers for these debts. (i) 4.53 billion new shares will be issued to the first subscriber (Golden Base Investment Limited) for a total consideration of HK$165 million, to be settled by offsetting the first debt; (ii) 2.508 billion new shares will be issued to the second subscriber (Annie Investment Co., Ltd) for a total consideration of HK$91.56 million, to be settled by offsetting the second debt; (iii) 15.19 million new shares will be issued to the third subscriber (Mr. Wu Jingjie) for a total consideration of HK$5.5446 million, to be settled by offsetting the third debt; (iv) 48.4185 million new shares will be issued to the fourth subscriber (Ms. Wu Jingmei) for a total consideration of HK$17.6727 million, to be settled by offsetting the fourth debt; (v) 4.75 million new shares will be issued to the fifth subscriber (Mr. Wu Tie) for a total consideration of HK$1.734 million, to be settled by offsetting the fifth debt; (vi) 41.0959 million new shares will be issued to the sixth subscriber (Huang Jianshan) for a total consideration of HK$15 million, to be settled by offsetting the sixth debt; (vii) 34.143 million new shares will be issued to the seventh subscriber (Hangzhou Aiss Life Technology Co., Ltd.) for a total consideration of HK$12.5612 million, to be settled by offsetting the seventh debt. As of the date of this announcement, (i) the fifth subscriber is the chairman and executive director of the board; (ii) the third subscriber is the son of the fifth subscriber; (iii) the fourth subscriber is an executive director and the daughter of the fifth subscriber; (iv) the first subscriber is beneficially owned by the fifth subscriber and Ms. Qian Yu respectively with 50% ownership each; (v) the first subscriber, the third subscriber, the fourth subscriber, the fifth subscriber, and Ms. Qian Yu (Wu's Group) are considered acting in concert. As of the date of this announcement, Wu's Group holds approximately 32.06% equity interest in the company. According to the relevant subscription agreements, the first subscriber, the third subscriber, the fourth subscriber, and the fifth subscriber will collectively subscribe for 521.2 million subscription shares. Assuming no change in the total number of issued shares from the date of this announcement to the end of the issuance of subscription shares, Wu's Group's aggregate equity interest will increase from 304 million shares (equivalent to approximately 32.06% of the issued share capital of the company as of the date of this announcement) to 825 million shares (equivalent to approximately 45.95% of the enlarged issued share capital of the company after the completion of the transactions under the subscription agreements). As of the date of this announcement, (i) the second subscriber is fully and beneficially owned by Mrs. Shen Ning, spouse of Mr. Yang Zongmeng; (ii) Mr. Yang Yi is a major shareholder, holding 146.5 million shares, equivalent to approximately 15.44% of the issued share capital of the company; (iii) Mr. Yang Zongmeng, father of Mr. Yang Yi, is a shareholder, holding 54.7623 million shares, equivalent to approximately 5.77% of the issued share capital of the company; and (iv) Mr. Yang Zongmeng, Mr. Yang Yi, and the second subscriber (Yang's Group) are acting in concert. As of the date of this announcement, Yang's Group holds approximately 21.23% equity interest in the company. According to the relevant subscription agreements, the second subscriber will subscribe to a total of 250.8 million subscription shares. Assuming no change in the total number of issued shares from the date of this announcement to the end of the issuance of subscription shares, Yang's Group's aggregate equity interest will increase from 201 million shares (equivalent to approximately 21.23% of the issued share capital of the company as of the date of this announcement) to 452 million shares (equivalent to approximately 25.18% of the enlarged issued share capital of the company after the completion of the transactions under the subscription agreements). The fifth subscriber and Mr. Yang Zongmeng entered into a confirmation deed on June 3, 2026, acknowledging and confirming that Wu's Group and Yang's Group have been acting in concert (i.e., a concerted group). As of the date of this announcement, before the capitalization of the loan, Wu's Group and Yang's Group collectively held approximately 53.29% of the issued share capital of the company, and after the capitalization of the loan, Wu's Group and Yang's Group will collectively hold approximately 71.13% of the issued share capital of the company. Before and after the capitalization of the loan, Wu's Group remains the leader of the concerted group. After the capitalization of the loan, Wu's Group's equity interest in the company will increase from approximately 32.06% to 45.95% (resulting in an increase of over 2% in the voting rights in the company), therefore, Wu's Group will be required to make a mandatory general offer for all the issued shares of the company (excluding those held or agreed to be acquired by the acquiring party) in accordance with Rule 26.1 of the Takeovers Code, unless exemptions are granted. The first subscriber has applied to the executive authority for an exemption to be granted to Wu's Group, relieving it of the responsibility to make a mandatory general offer under Rule 26 of the Takeovers Code for the capitalization of the loan, and the executive authority granted such exemption to the first subscriber on June 12, 2026, relieving it of the responsibility to make a mandatory general offer under Rule 26 of the Takeovers Code for the capitalization of the loan. The total amount of debts to be capitalized through loan capitalization is HK$309 million (equivalent to approximately RMB 267 million), representing approximately 59.38% of the total debt amount as of December 31, 2025, of approximately RMB 449 million. After the completion of the loan capitalization, assuming as at December 31, 2025, the Group's total debt amount will decrease from approximately RMB 449 million to RMB 182 million. The debt to asset ratio will decrease from approximately 129.29% to 52.52% (calculated as the total debt amount of approximately RMB 182 million as of December 31, 2025 divided by the total assets of approximately RMB 347 million). The directors believe that the loan capitalization will benefit the company as it will significantly reduce the group's overdue debts, thereby reducing the pressure on working capital and improving the group's financial position. Additionally, the interest on these debts will only be calculated up to the subscription agreement date and will no longer accrue further, as the loan capitalization will fully offset these debts. The repayment of these debts will be beneficial to the group, especially since the group incurred a loss of RMB 26.3 million for the year ending December 31, 2025. Furthermore, the company has considered other financing options such as debt financing and equity financing. The company has engaged with several banks, financial institutions, and funds to obtain debt financing, but has not received any responses or has been rejected. In terms of equity financing, the company had considered a placing to raise funds, but was unable to find placing agents or underwriters to raise a large sum of money through a placing. While open offers and rights issues allow shareholders to subscribe for new shares and maintain their respective shareholding in the company, these methods require additional time and incur higher costs. Additionally, due to the weak net liability position and poor financial performance of the group, it has been difficult to find underwriters willing to underwrite any unsubscribed shares and raise substantial funds. Apart from what is disclosed in this announcement, the company has not considered other financing options.